Business Context and Reporting Period
This Form 8-K Current Report was filed by Surf Air Mobility Inc. on May 22, 2026, covering events occurring on May 18, 2026. The filing addresses significant changes in the Company's Board of Directors and executive leadership structure ahead of the 2026 Annual Meeting of Shareholders scheduled for July 24, 2026.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance and executive compensation arrangements.
Material Changes
- Departure of Chairman: Carl Albert, Chairman of the Board, notified the Company of his decision not to seek re-election at the upcoming Annual Meeting. His current term will expire on July 24, 2026.
- Succession Plan: The Board elected Shawn Pelsinger as the successor Chairman of the Board, effective as of the Annual Meeting date.
- Role Transition: Mr. Albert will transition to the role of Chairman Emeritus and serve as an advisor to the Board.
Guidance, Outlook, and Compensation Arrangements
The filing details a new Advisory Services Agreement between the Company and Carl Albert, effective July 24, 2026. Key terms include:
- Term: One-year period commencing after the Annual Meeting, terminable with 30 days' notice or immediately for misconduct, with an option for a one-year extension.
- Cash Compensation: An annual fee of $110,000.
- Recurring Equity: Annual equity compensation with a grant-date value of approximately $165,000 per year, subject to standard non-employee director vesting schedules.
- One-Time Equity Award: A grant of 1,000,000 shares of common stock:
- 750,000 shares fully vested on the effective date (July 24, 2026).
- 250,000 shares fully vested on the one-year anniversary, contingent on continued service.
Management stated that Mr. Albert's departure is not the result of any disagreement with the Company regarding operations, policies, or practices.
Investor Verification Checklist
- Verify the exact grant-date value of the recurring equity compensation ($165,000) based on the stock price on July 24, 2026.
- Review the full text of the Advisory Services Agreement (Exhibit 10.1) for specific definitions of "misconduct" and termination clauses.
- Confirm the vesting schedule and terms for the 1,000,000 share one-time award in the definitive agreement.
- Monitor the July 24, 2026 Annual Meeting for the formal election of Shawn Pelsinger as Chairman.