Sudhin Shahani
About Sudhin Shahani
Age 42; Class C director since July 2023 with term expiring at the 2026 annual meeting. Co‑founder and former CEO of Surf Air Global Limited (2013–July 2023); previously Entrepreneur in Residence at Anthem Ventures; co‑founded Musicane (2004–2009). Holds a B.S. (honors) in Business Administration & Entrepreneurship from Babson College; currently classified as not independent due to former employment with the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Surf Air Global Limited (SAGL) | Co‑founder & Chief Executive Officer | 2013–Jul 2023 | Not disclosed |
| Anthem Ventures | Entrepreneur in Residence | Not disclosed | Led investments/portfolio work; board seats at Madefire and Panna |
| Musicane | Co‑founder | 2004–2009 | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Madefire | Director | Jul 2013–Dec 2018 | Private company board |
| Panna | Director | Mar 2012–Apr 2019 | Private company board; exited on sale to Discovery Networks |
| SRS Ventures LLC | Associated/Advisor | Effective Jan 1, 2025 | Provides advisory services to SRFM for $450,000 per year |
Board Governance
- Independence: Not independent (former employment) .
- Committee memberships: Not a member of Audit (Albert, D’Agostino, Hack), Compensation (Albert, Hack, Mady), or Nominating & Corporate Governance (Albert, D’Agostino, Bland) .
- Attendance: Board met 13 times in 2024; each director attended at least 75% of Board/committee meetings on which they served .
- Executive sessions: Independent directors meet regularly without management; chaired by independent Chairman .
- Stock ownership guidelines for directors: 5x annual cash retainer; five years to comply; all non‑employee directors had met or had time remaining as of Apr 1, 2025 .
- Board leadership: Independent Chair (Carl Albert); CEO is Deanna White .
Fixed Compensation
| Component | FY 2024 Amount | FY 2025 Structure | Notes |
|---|---|---|---|
| Board fees (cash retainer) | — | — | Shahani did not receive director cash fees for Board service in 2024 . |
| All Other Compensation | $714,795 | — | 2024 amount includes $689,273 for employee/consulting services and $25,522 car allowance . |
| Advisory Services (SRS Ventures LLC) | — | $450,000 per year | Effective Jan 1, 2025; paid in monthly installments to SRS Ventures LLC . |
Context for non‑employee directors: Board reduced annual cash retainers on Dec 3, 2024 to $35,000 (members) and $42,000 (Lead Independent); committee chair/member fees: Audit $25,000/$12,500; Compensation $20,000/$10,000; Nominating $15,000/$7,500 .
Performance Compensation
| Award Type | Grant/Status | Value/Quantity | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|
| Stock Options | Granted Apr 3, 2024 | $820,298 (grant‑date FV) | 911,544 options; 25% vested at grant, remaining 75% vests over 3 years . | Not performance‑based; time‑based vesting . |
| Performance RSUs (PRSUs) | Outstanding | 180,000 units | Not disclosed | Performance criteria for Shahani’s PRSUs not disclosed in proxy . |
| Stock Awards (RSUs) | — | — | — | None reported for Shahani in 2024 . |
Note: Equity awards are valued under ASC 718; actual realized value depends on stock price at vest/exercise .
Other Directorships & Interlocks
| Relationship | Nature | Terms | Potential Conflict Consideration |
|---|---|---|---|
| SRS Ventures LLC advisory to SRFM | Related‑party advisory services | $450,000 annual fee; effective Jan 1, 2025; paid monthly | Direct financial relationship with entity associated with director; evaluated under related‑party policy and overseen by Audit Committee . |
Expertise & Qualifications
- Founder/operator background in aviation and venture‑backed tech; led SAGL as CEO for a decade, bringing business management experience .
- Venture capital/EIR experience with Anthem Ventures; board governance exposure via Madefire and Panna .
- Entrepreneurship credentials (Babson College B.S. with honors) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Components/Notes |
|---|---|---|---|
| Sudhin Shahani | 636,649 | 3% | Beneficial ownership as of Apr 28, 2025; options/RSUs included only if exercisable/releasable within 60 days per SEC rules . |
| Options outstanding | 911,544 | — | Granted Apr 3, 2024; 25% vested at grant; remainder time‑based vest over 3 years . |
| PRSUs outstanding | 180,000 | — | Performance criteria not detailed for Shahani . |
| Pledging/Hedging | Prohibited | — | Insider Trading Policy restricts pledging, hedging, and derivative transactions in company stock . |
| Director ownership guideline | 5x annual cash retainer | — | Five‑year compliance window; all non‑employee directors either met or had time remaining as of Apr 1, 2025 . |
Governance Assessment
- Independence and committee roles: Shahani is not independent and holds no committee assignments (Audit, Compensation, Nominating), limiting direct involvement in key oversight functions and increasing reliance on independent directors to mitigate conflicts .
- Related‑party exposure: SRS Ventures LLC advisory agreement at $450,000/year is a material related‑party transaction; while subject to policy and Audit Committee oversight, it presents a perceived conflict and pay‑for‑performance alignment risk if deliverables and outcomes are not clearly tied to shareholder value .
- Compensation mix: 2024 compensation reflects significant option grant ($820,298 FV) and substantial non‑director compensation ($714,795) tied to employment/consulting; no director cash fees received for Board service, but overall pay increases potential entanglement between management and Board influence .
- Ownership alignment: 3% beneficial ownership and substantial options provide skin‑in‑the‑game; company policy prohibits pledging/hedging, supporting alignment; director stock ownership guidelines (5x retainer) further strengthen alignment, with Board reporting compliance/timing status .
- Attendance and engagement: Met the minimum attendance threshold (≥75% of meetings), but lack of committee participation and non‑independence temper governance effectiveness signals despite Board‑level presence .
RED FLAGS
- Not independent; prior employment and current paid advisory relationship (SRS Ventures LLC, $450,000/year) create ongoing related‑party exposure .
- Large equity/options plus consulting pay outside director fees could undermine perceived Board objectivity if oversight of advisory deliverables is weak .
- No membership on core oversight committees (Audit, Compensation, Nominating), reducing direct accountability channels to shareholders .