| Notice of | |
| | Our official Notice of Annual Meeting of Stockholders, Proxy Statement and | | |
| | References in this Proxy Statement to “Blade,” “the Company,” “we,” “us” or “our” refer to Blade Air Mobility, Inc. and include all of its consolidated subsidiaries, unless otherwise indicated or the context requires otherwise. References to “the Board” refer to our board of directors. A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (our “Annual Report”), including financial statements, is being sent simultaneously with this Proxy Statement to each stockholder who requested paper copies of these materials and will also be available at www.proxyvote.com. | | |
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| Internet | | | Phone | | | | | Via webcast during the Annual Meeting | | |
| Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card, voter instruction form or notice. | | | Call 1 800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form or notice. | | | Send your completed and signed proxy card or voter instruction form to Broadridge Financial Solutions c/o Vote Processing: 51 Mercedes Way, Edgewood NY 11717. | | | Visit www.virtualshareholdermeeting.com/ | |
| Proposal | | | Board Vote Recommendation | |
| Elect Class | | | | |
| Ratify the Appointment of Independent Registered Public Accounting Firm for | | | |
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Name | | | Director since | | | Class | | | Principal Occupation | | | Committee Membership* | | |||||||
| CC | | | AC | | | NCGC | | ||||||||||||
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Andrew Lauck | | | 2023 | | | II | | | Partner at RedBird Capital Management | | | | | | | | | | ||
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* | CC | Compensation Committee |
| AC | Audit Committee |
| NCGC | Nominating and Corporate Governance Committee |
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| PROPOSAL | | | | | | | |
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| GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND FREQUENTLY ASKED QUESTIONS | | | | | | |
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| | | Eric L. Affeldt, 65, has served as our Chairman since September 2019. From 2006 to 2017, Mr. Affeldt served as the President and Chief Executive Officer of ClubCorp, a privately held owner and operator of golf, dining and fitness clubs. In 2017, he assisted with the take private transaction of ClubCorp, which was previously listed on the NYSE, to an affiliate of Apollo Global Management. Prior to ClubCorp, he served as a principal of KSL Capital Partners, a private equity firm that specializes in travel and leisure, from 2005 to 2007. In addition, Mr. Affeldt was President of General Aviation Holdings, Inc., an aviation holding company, from 2000 to 2005. Prior to this, Mr. Affeldt also served as President and Chief Executive Officer of KSL Fairways, an owner and manager of golf courses; Vice President and General Manager of Doral Golf Resort and Spa in Miami and the PGA West and La Quinta Resort and Club in California. He has also served on the Board of Directors of the Vail Health System, a private healthcare system in Colorado, since 2017. Mr. Affeldt served on the Board of Directors for Cedar Fair Entertainment Company, an owner and operator of amusement parks, from 2010 to 2018, and was Chairman of its Board of Directors from 2012 to 2018. Mr. Affeldt holds a B.A. in Political Science and Religion from Claremont McKenna College. We believe Mr. Affeldt is qualified to serve as one of our directors based on his extensive operational, board and investment experience. | |
| | | Andrew C. Lauck, 37, has served as one of our directors since March 2023. Mr. Lauck served as an observer on our Board from December 2022 to March 2023. Since December 2019, Mr. Lauck has been a Partner at RedBird Capital Partners LP (‘‘RedBird’’), a private investment firm, where he was a Principal from December 2016 to December 2019 and a Vice President from August 2014 to December 2016. At RedBird, Mr. Lauck leads the firm’s consumer investment business and is responsible for the firm’s investments in the Company, Jet Linx, BETA Technologies, Aero Centers, VeriJet, Equipment Share and RedBird QSR. Prior to joining RedBird, Mr. Lauck served as Vice President of BDT & | |
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| | | | Company LLC, a private merchant bank, from December 2013 to July 2014 and as an Associate from August 2011 to December 2013. Mr. Lauck was an Associate at Flexpoint Ford, LLC, a private equity investment firm, from July 2010 to August 2011 and an Analyst at Goldman Sachs, a NYSE-listed American multinational investment bank and financial services company, from July 2007 to June 2010. Mr. Lauck serves as Vice Chairman of the Board of Directors of Vogel Alcove, a non-profit organization on a mission to help young children overcome the lasting and traumatic effects of homelessness, and on the boards of the Cotton Bowl Athletic Association and the Frontiers of Flight Museum (both of which are privately held companies). Mr. Lauck holds a B.S. in Finance and International Business, with distinction and honors, from Indiana University, and is an FAA licensed, instrument-rated pilot. We believe Mr. Lauck is qualified to serve as one of our directors based on his extensive investment and management experience in the aviation, finance and consumer products industries. | |
| | | Kenneth B. Lerer, 71, has served as one of our directors since May 2021 and was the Chairman of Legacy Blade’s Board of Directors from July 2016 through the Closing Date. Mr. Lerer is a Managing Partner at Lerer Hippeau Ventures, an early stage venture capital fund, which he founded in January 2010. He was a Co-Founder of The Huffington Post (acquired by AOL), an American news aggregator and media company, from 2005 to 2011 and previously served as Executive Vice President of AOL Time Warner, a global media technology company, from 2000 to 2002. Mr. Lerer has sat on the board of Group Nine Media, an American digital media holding company, since 2016. He was formerly the Chairman of the Board of Directors of BuzzFeed, an American internet media, news and entertainment company, from 2008 to 2019 and previously served on the board of Viacom, a multinational media and entertainment corporation, from 2016 to 2018. We believe Mr. Lerer is qualified to serve as a one of our directors based on his extensive executive, board and investment experience. | |
| | | Jane C. Garvey, 79, has served as one of our directors since May 2021. She was previously a member of the Board of Directors at United Airlines from 2009 to 2018, and served as its Chairman from May 2018 to May 2020. Ms. Garvey had numerous roles in public service, including serving as FAA Administrator from 1997 to 2002, Deputy Administrator of the Federal Highway Administration from 1993 to 1997, director of Boston’s Logan International Airport from 1991 to 1993, and as the Massachusetts Department of Public Works Commissioner from 1988 to 1991. After leaving public service, Ms. Garvey became Executive Vice President and Chairman of the transportation practice at APCO Worldwide, an independent global public affairs and strategic communications consultancy, from 2002 to 2006, and was an Advisor to J.P. Morgan’s infrastructure practice from 2005 to 2008. She has served on several boards including Shanska, a multinational construction and development company, Bombardier, a multinational aerospace and transportation company, and MITRE Corporation, an American not-for-profit technology resource organization. Ms. Garvey currently serves as Chairman of the Board of Directors of | |
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| | | | Meridiam Infrastructure, North America, a private global investor and asset manager, Chairman of the Meridiam Infrastructure Global Advisory Board and Chairman of the Board of Directors of Allego Holding B.V., a NYSE-listed pan-European electric vehicle charging network. Ms. Garvey holds a B.A. from Mount Saint Mary College and M.A.T in English Instruction from Mount Holyoke College. We believe Ms. Garvey is qualified to serve as one of our directors based on her experience in a broad range of industries, including infrastructure development, financial services, transportation, construction, and consulting. | |
| | | Susan M. Lyne, 72, has served as one of our directors since May 2021. Since September 2014, Ms. Lyne has been President and Managing Partner of BBG Ventures, a private investment fund focused on women-led tech startups. From February 2013 to September 2014, Ms. Lyne was Chief Executive Officer of the AOL Brand Group where she oversaw the content brands of AOL, Inc., a global media technology company, including TechCrunch, Engadget, StyleList, Moviefone and MapQuest. From September 2008 to February 2013, she was Chief Executive Officer and then Chairman of Gilt Groupe, Inc., the innovative ecommerce company that pioneered flash sales in the United States. From 2004 to 2008, Ms. Lyne served as President and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc., a diversified media and merchandising company. From 1996 to 2004, Ms. Lyne held various positions at The Walt Disney Company, a diversified worldwide entertainment company, including President of ABC Entertainment. Ms. Lyne currently serves as a director on the Board of Directors of GoPro, Inc., a Nasdaq-listed company, where she is Chair of the Compensation Committee, and has previously served as a director on the Board of Directors of Gilt Groupe, Inc., AOL, Inc., Martha Stewart Living Omnimedia, Inc., Starz Entertainment Group, LLC, a global media and entertainment company, and CIT Group, Inc., an American bank and financial services company education. We believe Ms. Lyne is qualified to serve as one of our directors based on her experience on the Boards of Directors of other companies, her extensive executive experience and her background in the media and consumer products industries. | |
| | | Robert S. Wiesenthal, 56, has served as Blade’s Chief Executive Officer since the Closing Date and Legacy Blade’s Chief Executive Officer from July 2015 through the Closing Date. Mr. Wiesenthal has also served as one of our directors since May 2021, and as a member of Legacy Blade’s Board of Directors from June 2014 through the Closing Date. From January 2013 to July 2015, Mr. Wiesenthal served as Chief Operating Officer of Warner Music Group Corp., a global music conglomerate. From 2000 to 2012, Mr. Wiesenthal served in various senior executive capacities with Sony Corporation, most recently as Executive Vice President and Chief Financial Officer of Sony Corporation of America. Prior to joining Sony, from 1988 to 2000, Mr. Wiesenthal served in various capacities with Credit Suisse First Boston, most recently as Managing Director, Head of Digital Media and Entertainment. Mr. Wiesenthal currently serves on the Board of Directors of TripAdvisor, Inc., a Nasdaq-listed company, and previously served on the Board of Directors of Starz, a global media and entertainment company. Mr. Wiesenthal holds a B.A. from the University of Rochester. We believe Mr. Wiesenthal is qualified to serve as one of our directors based on his experience on the Boards of Directors of other companies, his extensive executive experience and his background in the travel and technology industries. | |
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| | | John KL Borthwick, 57, has served as one of our directors since March 2023. Mr. Borthwick is the Founder and CEO of Betaworks, a New York-based startup platform that builds, accelerates, and invests in early-stage consumer technology companies, which he founded in August 2008. From July 2006 to October 2007, Mr. Borthwick served as the Chief Executive Officer of Fotolog, a private photo-sharing social media network. From March 2003 to August 2006, Mr. Borthwick served as Senior Vice President of Alliances and Technology Strategy for Time Warner Inc., a NYSE-listed media and entertainment company. Mr. Borthwick currently serves on the Board of Trustees of WNYC, New York Public Radio. Mr. Borthwick holds an M.B.A. from the Wharton School and a B.A. in Economics from Wesleyan University. We believe Mr. Borthwick is qualified to serve as one of our directors based on his extensive experience in the startup, technology and investment sectors and his track record of building and accelerating successful companies. | |
| | | Reginald L. Love, | |
| | | Edward M. Philip, | |
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Total Number of Directors: 7 | | |||||||||||||||||||||||||
Total Number of Directors: 9 | Total Number of Directors: 9 | | ||||||||||||||||||||||||
| | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | ||||||||
Gender Identity | | | | | | | | | | | | | | | | | | | ||||||||
Directors | | 2 | | 5 | | — | | — | | | 2 | | 7 | | — | | — | | ||||||||
Demographic Background | | | | | | | | | | | | | | | | | | | ||||||||
African American or Black | | — | | 1 | | — | | — | | | — | | 1 | | — | | — | | ||||||||
Alaskan Native or Native American | | — | | — | | — | | — | | | — | | — | | — | | — | | ||||||||
Asian | | — | | — | | — | | — | | | — | | — | | — | | — | | ||||||||
Hispanic or Latinx | | — | | — | | — | | — | | | — | | — | | — | | — | | ||||||||
Native Hawaiian or Pacific Islander | | — | | — | | — | | — | | | — | | — | | — | | — | | ||||||||
White | | 2 | | 4 | | — | | — | | | 2 | | 6 | | — | | — | | ||||||||
Two or More Races or Ethnicities | | — | | — | | — | | — | | | — | | — | | — | | — | | ||||||||
LGBTQ+ | | — | | — | | — | | | | | — | | — | | — | | | | ||||||||
Did Not Disclose Demographic Background | | — | | — | | — | | — | | | — | | — | | — | | — | |
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| | | 2021 | | 2020 | | | | FY 2022 | | FY 2021 | | TP | | ||||||||||||||||||||
| Audit Fees | | | $ | 379,000 | | | | $ | 242,000 | | | Audit Fees | | | $ | 656,600 | | | | $ | 379,000 | | | | $ | 144,200 | | | |||||
| Audit-Related Fees | | | | — | | | | | — | | | Audit-Related Fees | | | | — | | | | | — | | | | | — | | | |||||
| Tax Fees | | | | — | | | | | — | | | Tax Fees | | | | — | | | | | — | | | | | — | | | |||||
| All Other Fees | | | | — | | | | | — | | | All Other Fees | | | | — | | | | | — | | | | | — | | | |||||
| Total | | | $ | 379,000 | | | | $ | 242,000 | | | Total | | | $ | 656,600 | | | | $ | 379,000 | | | | $ | 144,200 | | |
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| | | Melissa M. Tomkiel, | | |
| | | William A. Heyburn, | | |
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| | Amir M. Cohen, | |
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Name and Principal Position | | | Year | | | Salary | | | Stock Awards(1) | | | Option Awards | | | All Other Compensation(2) | | | Total Compensation | | |||||||||||||||
Robert S. Wiesenthal Chief Executive Officer | | | TP | | | | $ | 129,167 | | | | | $ | 2,399,997 | | | | | | — | | | | | $ | 9,883 | | | | | $ | 2,539,046 | | |
| FY2021 | | | | $ | 390,683 | | | | | $ | 2,739,047 | | | | | $ | — | | | | | $ | 41,584 | | | | | $ | 3,171,314 | | | ||
| FY2020 | | | | $ | 350,000 | | | | | $ | — | | | | | $ | 202,021 | | | | | $ | 3,137 | | | | | $ | 555,158 | | | ||
Melissa M. Tomkiel President and General Counsel | | | TP | | | | $ | 109,375 | | | | | $ | 1,199,998 | | | | | | — | | | | | $ | 3,050 | | | | | $ | 1,312,423 | | |
| FY2021 | | | | $ | 312,500 | | | | | $ | 3,334,938 | | | | | $ | — | | | | | $ | 140 | | | | | $ | 3,647,578 | | | ||
| FY2020 | | | | $ | 275,000 | | | | | $ | — | | | | | $ | 86,107 | | | | | $ | — | | | | | $ | 361,107 | | | ||
William A. Heyburn Chief Financial Officer and Head of Corporate Development | | | TP | | | | $ | 96,875 | | | | | $ | 949,994 | | | | | | — | | | | | $ | 1,481 | | | | | $ | 1,048,350 | | |
| FY2021 | | | | $ | 243,811 | | | | | $ | 3,053,805 | | | | | $ | — | | | | | $ | 1,038 | | | | | $ | 3,298,654 | | | ||
| FY2020 | | | | $ | 200,000 | | | | | $ | — | | | | | $ | 57,756 | | | | | $ | 60 | | | | | $ | 257,816 | | |
Name and Principal Position | | | Year | | | Salary | | | Stock Awards(1) | | | Option Awards | | | Non-Equity Incentive Plan Compensation(2) | | | All Other Compensation(3) | | | Total Compensation | | ||||||||||||||||||
Robert S. Wiesenthal Chief Executive Officer | | | FY2022 | | | | $ | 600,000 | | | | | $ | 10,784,528 | | | | | $ | — | | | | | $ | 513,000 | | | | | $ | 41,673 | | | | | $ | 11,939,201 | | |
| TP | | | | $ | 129,167 | | | | | $ | 2,399,997 | | | | | $ | — | | | | | $ | — | | | | | $ | 9,883 | | | | | $ | 2,539,047 | | | ||
| FY2021 | | | | $ | 390,683 | | | | | $ | 2,739,047 | | | | | $ | — | | | | | $ | — | | | | | $ | 41,584 | | | | | $ | 3,171,314 | | | ||
Melissa M. Tomkiel President and General Counsel | | | FY2022 | | | | $ | 500,000 | | | | | $ | 4,398,054 | | | | | $ | — | | | | | $ | 285,000 | | | | | $ | 16,854 | | | | | $ | 5,199,908 | | |
| TP | | | | $ | 109,375 | | | | | $ | 1,199,998 | | | | | $ | — | | | | | $ | — | | | | | $ | 3,050 | | | | | $ | 1,312,423 | | | ||
| FY2021 | | | | $ | 312,500 | | | | | $ | 3,334,938 | | | | | $ | — | | | | | $ | — | | | | | $ | 140 | | | | | $ | 3,647,578 | | | ||
William A. Heyburn Chief Financial Officer and Head of Corporate Development | | | FY2022 | | | | $ | 450,000 | | | | | $ | 4,325,045 | | | | | $ | — | | | | | $ | 256,000 | | | | | $ | 24,314 | | | | | $ | 5,055,359 | | |
| TP | | | | $ | 96,875 | | | | | $ | 949,994 | | | | | $ | — | | | | | $ | — | | | | | $ | 1,481 | | | | | $ | 1,048,350 | | | ||
| FY2021 | | | | $ | 243,811 | | | | | $ | 3,053,805 | | | | | $ | — | | | | | $ | — | | | | | $ | 1,038 | | | | | $ | 3,298,654 | | |
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Name and Principal Position | | | FY2021 Salary | | | TP Salary | | | FY2022 | | |||||||||
Robert S. Wiesenthal | | | | $ | 500,000 | | | | | $ | 600,000 | | | | | $ | 600,000 | | |
Chief Executive Officer | | | | | | | | | | | | | | | | | | | |
Melissa M. Tomkiel | | | | $ | 425,000 | | | | | $ | 500,000 | | | | | $ | 500,000 | | |
President and General Counsel | | | | | | | | | | | | | | | | | | | |
William A. Heyburn | | | | $ | 375,000 | | | | | $ | 450,000 | | | | | $ | 450,000 | | |
Chief Financial Officer and Head of Corporate Development | | | | | | | | | | | | | | | | | | | |
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Name and Principal Position | | | FY2020 Salary | | | FY2021 Salary | | | TP Salary | | |||||||||
Robert S. Wiesenthal | | | | $ | 350,000 | | | | | $ | 500,000 | | | | | $ | 600,000 | | |
Chief Executive Officer | | | | | | | | | | | | | | | | | | | |
Melissa M. Tomkiel | | | | $ | 275,000 | | | | | $ | 425,000 | | | | | $ | 500,000 | | |
President and General Counsel | | | | | | | | | | | | | | | |||||
William A. Heyburn | | | | $ | 200,000 | | | | | $ | 375,000 | | | | | $ | 450,000 | | |
Chief Financial Officer and Head of Corporate Development | | | | | | | | | | | | | | | | | | | |
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| | Option Awards(1) | | Stock Awards | | | | | Option Awards | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||||
Name | | Grant Date | | Number of Securities Underlying Unexercised Options (# Exercisable) | | Option Exercise Price ($) | | Option Expiration Date | | Number of Unearned Shares, Units or Rights That Have Not Vested (#) | | Market Value of Unearned Shares, Units or Rights That Have Not Vested ($)(4) | | | Grant Date | | Number of Securities Underlying Unexercised Options (# Exercisable) | | Option Exercise Price ($) | | Option Expiration Date | | Number of Unearned Shares, Units or Rights That Have Not Vested (#) | | Market Value of Unearned Shares, Units or Rights That Have Not Vested ($)(4) | | ||||||||||||||||||||||||||||||||||||
Robert S. Wiesenthal | | | 11/9/2022(1) | | | | | | | | | | | | | | | | 2,365,028 | | | | | 8,466,800 | | | ||||||||||||||||||||||||||||||||||||
| | 12/16/2021(2) | | | | | | | | | | | | | | | | 268,728 | | | | | 2,372,868 | | | | 12/16/2021(2) | | | | | | | | | | | | | | | | 218,342 | | | | | 781,664 | | | ||||||||||||
| 8/13/2021(3) | | | | | | | | | | | | | | | | 295,871 | | | | | 2,612,541 | | | | 8/13/2021(3) | | | | | | | | | | | | | | | | 295,871 | | | | | 1,059,218 | | | |||||||||||||
| 11/16/2018 | | | | 2,428,700 | | | | | 0.18 | | | 11/16/2028 | | | | | | | | | | | | | 11/16/2018 | | | | 2,428,700 | | | | | 0.18 | | | 11/16/2028 | | | | | | | | | | | | |||||||||||||
| 9/1/2015 | | | | 282,470 | | | | | 0.18 | | | 9/1/2025 | | | | | | | | | | | | | 9/1/2015 | | | | 282,470 | | | | | 0.18 | | | 9/1/2025 | | | | | | | | | | | | |||||||||||||
| 4/10/2015 | | | | 2,475,225 | | | | | 0.18 | | | 4/10/2025 | | | | | | | | | | | | | 4/10/2015 | | | | 2,475,225 | | | | | 0.18 | | | 4/10/2025 | | | | | | | | | | | | |||||||||||||
Melissa M. Tomkiel | | | 12/16/2021(2) | | | | | | | | | | | | | | | | 134,364 | | | | | 1,186,434 | | | | | 11/8/2022(1) | | | | | | | | | | | | | | | | 931,791 | | | | | 3,335,811 | | | ||||||||||
| 8/13/2021(3) | | | | | | | | | | | | | | | | 157,583 | | | | | 1,391,458 | | | | 12/16/2021(2) | | | | | | | | | | | | | | | | 109,171 | | | | | 390,832 | | | |||||||||||||
| 7/28/2020 | | | | 617,962 | | | | | 0.18 | | | 7/28/2030 | | | | | | | | | | | | | 8/13/2021(3) | | | | | | | | | | | | | | | | 157,583 | | | | | 564,147 | | | |||||||||||||
| 7/11/2019 | | | | 40,040 | | | | | 0.18 | | | 7/11/2029 | | | | | | | | | | | | | 7/28/2020 | | | | 617,962 | | | | | 0.18 | | | 7/28/2030 | | | | | | | | | | | | |||||||||||||
| 11/16/2018 | | | | 116,481 | | | | | 0.18 | | | 11/16/2028 | | | | | | | | | | | | | 7/11/2019 | | | | 40,040 | | | | | 0.18 | | | 7/11/2029 | | | | | | | | | | | | |||||||||||||
| 6/27/2017 | | | | 186,361 | | | | | 0.18 | | | 6/27/2027 | | | | | | | | | | | | | 11/16/2018 | | | | 116,481 | | | | | 0.18 | | | 11/16/2028 | | | | | | | | | | | | |||||||||||||
| 4/10/2015 | | | | 285,837 | | | | | 0.18 | | | 4/10/2025 | | | | | | | | | | | | | 6/27/2017 | | | | 186,361 | | | | | 0.18 | | | 6/27/2027 | | | | | | | | | | | | |||||||||||||
Melissa M. Tomkiel | | 4/10/2015 | | | | 263,061 | | | | | 0.18 | | | 4/10/2025 | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||
| | 12/16/2021(2) | | | | | | | | | | | | | | | | 106,371 | | | | | 939,256 | | | | | 11/8/2022(1) | | | | | | | | | | | | | | | | 916,323 | | | | | 3,280,436 | | | |||||||||||
| 8/13/2021(3) | | | | | | | | | | | | | | | | 122,851 | | | | | 1,084,774 | | | | 12/16/2021(2) | | | | | | | | | | | | | | | | 86,427 | | | | | 309,408 | | | |||||||||||||
| 7/28/2020 | | | | 441,397 | | | | | 0.18 | | | 7/28/2030 | | | | | | | | | | | | | 8/13/2021(3) | | | | | | | | | | | | | | | | 122,851 | | | | | 439,806 | | | |||||||||||||
| 7/11/2019 | | | | 182,002 | | | | | 0.18 | | | 7/11/2029 | | | | | | | | | | | | | 7/28/2020 | | | | 441,397 | | | | | 0.18 | | | 7/28/2030 | | | | | | | | | | | | |||||||||||||
| 11/16/2018 | | | | 13,688 | | | | | 0.18 | | | 11/16/2028 | | | | | | | | | | | | | 7/11/2019 | | | | 105,689 | | | | | 0.18 | | | 7/11/2029 | | | | | | | | | | | |
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Name | | Fees Paid in Cash | | Stock Awards(1) | | All Other Compensation(2) | | Total | | | Fees Paid in Cash | | Stock Awards(1)(2) | | All Other Compensation(3) | | Total | | ||||||||||||||||||||||||||||||||
Eric Affeldt | | | $ | 25,000(3)(4) | | | | $ | — | | | | $ | — | | | | $ | 25,000 | | | | | $ | 100,000(4)(5)(6)(7) | | | | $ | 80,170 | | | | $ | | | | $ | 180,170 | | | |||||||||
Jane Garvey | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | | $ | — | | | | $ | 140,305 | | | | $ | 245 | | | | $ | 140,550 | | | ||||||||
Kenneth Lerer | | | $ | 12,500(5) | | | | $ | — | | | | $ | 14,198 | | | | $ | 26,698 | | | | | $ | 50,000(8)(9) | | | | $ | 80,170 | | | | $ | | | | $ | 130,170 | | | |||||||||
Reginald Love | | | $ | 56,096(10)(11) | | | | $ | 80,170 | | | | $ | 345 | | | | $ | 136,611 | | | |||||||||||||||||||||||||||||
Susan Lyne | | | $ | 6,250(6) | | | | $ | — | | | | $ | — | | | | $ | 6,250 | | | | | $ | 12,500(12) | | | | $ | 140,305 | | | | $ | 19,660 | | | | $ | 172,465 | | | ||||||||
Edward Philip | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | | $ | — | | | | $ | 140,305 | | | | $ | 170 | | | | $ | 140,475 | | | ||||||||
Reginald Love | | | $ | — | | | | $ | 312,181 (7) | | | | $ | — | | | | $ | 312,181 | | |
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| Name of Beneficial Owners(1) | | Number of Shares of Class A Common Stock Beneficially Owned(2) | | Percentage of Outstanding Class A Common Stock | | Name of Beneficial Owners(1) | | Number of Shares of Class A Common Stock Beneficially Owned(2) | | Percentage of Outstanding Class A Common Stock | | ||||||||||||||||
| 5% Stockholders: | | | | | | | | | | | | 5% Stockholders: | | | | | | | | | | | | ||||
| Steele ExpCo Holdings, LLC(3) | | | | 12,423,000 | | | | | 16.5% | | | Steele ExpCo Holdings, LLC(3) | | | | 12,423,000 | | | | | 16.2% | | | ||||
| Robert S. Wiesenthal(4) | | | | 10,088,803 | | | | | 13.3% | | | Robert S. Wiesenthal(4) | | | | 10,264,952 | | | | | 13.3% | | | ||||
| Ark Investment Management, LLC(5) | | | | 7,941,557 | | | | | 11.2% | | | HG Vora Capital Management, LLC(5) | | | | 7,876,453 | | | | | 10.9% | | | ||||
| HG Vora Capital Management, LLC(6) | | | | 7,876,453 | | | | | 11.1% | | | Ark Investment Management, LLC(6) | | | | 7,020,992 | | | | | 9.7% | | | ||||
| Colony Capital, Inc.(7) | | | | 5,153,835 | | | | | 7.3% | | | Colony Capital, Inc.(7) | | | | 5,153,835 | | | | | 7.2% | | | ||||
| Nikko Asset Management Americas, Inc.(8) | | | | 4,332,774 | | | | | 6.1% | | | Nikko Asset Management Americas, Inc.(8) | | | | 4,841,415 | | | | | 6.7% | | | ||||
| Goldman Sachs Reporting Units(9) | | | | 3,731,523 | | | | | 5.3% | | | RB Lift LLC(9) | | | | 3,827,488 | | | | | 5.3% | | | ||||
| Executive Officers and Directors: | | | | | | | | | | | | BlackRock, Inc. (10) | | | | 3,701,629 | | | | | 5.1% | | | ||||
| Eric Affeldt(10) | | | | 978,113 | | | | | 1.4% | | | Executive Officers and Directors: | | | | | | | | | | | | ||||
| Jane Garvey(11) | | | | 22,510 | | | *% | | Eric Affeldt(11) | | | | 821,676 | | | | | 1.1% | | | |||||||
| Kenneth Lerer(12) | | | | 1,248,212 | | | | | 1.8% | | | John Borthwick(12) | | | | 104,388 | | | *% | | |||||||
| Susan Lyne(13) | | | | 19,295 | | | *% | | Jane Garvey(13) | | | | 74,627 | | | *% | | ||||||||||
| Reginald Love(14) | | | | 6,963 | | | *% | | Andrew Lauck(14) | | | | — | | | | | — | | | |||||||
| Edward Philip(15) | | | | 72,510 | | | *% | | Kenneth Lerer(15) | | | | 145,053 | | | *% | | ||||||||||
| Robert S. Wiesenthal(4) | | | | 10,088,809 | | | | | 13.3% | | | Reginald Love(16) | | | | 18,367 | | | *% | | |||||||
| William A. Heyburn(16) | | | | 816,817 | | | | | 1.1% | | | Susan Lyne(17) | | | | 71,412 | | | *% | | |||||||
| Melissa M. Tomkiel(17) | | | | 1,376,993 | | | | | 1.9% | | | Edward Philip(18) | | | | 124,627 | | | *% | | |||||||
| All directors and executive officers as a group (11 individuals)(18) | | | | 15,158,497 | | | | | 19.2% | | | Robert S. Wiesenthal(4) | | | | 10,264,952 | | | | | 13.3% | | | ||||
| William A. Heyburn(19) | | | | 885,086 | | | | | 1.2% | | | ||||||||||||||||
| Melissa M. Tomkiel(20) | | | | 1,450,640 | | | | | 2.0% | | | ||||||||||||||||
| All directors and executive officers as a group (12 individuals)(21) | | | | 13,972,562 | | | | | 17.5% | | |
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Proposal | | | | | | Vote Required | | | Broker Discretionary Voting Allowed | |
Proposal 1 | | | Election of Class | | | Plurality of Votes Cast for each Director Nominee | | | No | |
Proposal 2 | | | Ratification of Appointment of Independent Registered Public Accounting Firm | | | Majority of Votes Cast | | | Yes | |
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