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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) December 31, 2023

Sky Harbour Group Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-39648		85-2732947
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

136 Tower Road, Suite 205 Westchester County Airport White Plains, NY		10604
(Address of principal executive offices)		(Zip Code)

(212) 554-5990

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	SKYH	NYSE American LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	SKYH WS	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Chief Operating Officer

On December 31, 2023, Sky Harbour Group Corporation (the “Company”) and Sky Harbour LLC (“Sky”), a subsidiary of the Company, reached a mutual agreement with Alexander Saltzman, Chief Operating Officer of the Company and Sky, that Mr. Saltzman would step down from such positions, effective December 31, 2023 (the “Separation Date”).

In connection with Mr. Saltzman’s departure, Sky and Mr. Saltzman entered into a Confidential Separation Agreement and General Release, effective December 31, 2023 (the “Separation Agreement”). As a result of his separation, all unvested incentive units of Sky previously granted to Mr. Saltzman will accelerate and vest in full. Mr. Saltzman’s unvested RSUs have been forfeited in accordance with the terms of the Company’s plan. In consideration for, among other things, his compliance with certain customary restrictive covenants and a typical mutual release of claims, (1) Sky will waive the non-competition provisions contained in Mr. Saltzman’s employment agreement, and (2) Sky will pay Mr. Saltzman’s COBRA premiums for two months. Additionally, Sky will not be obligated to pay any continuation of Mr. Saltzman’s annual base salary following the Separation Date.

Mr. Saltzman’s departure is not the result of any disagreement with Sky or the Company on any matter related to Sky’s or the Company’s operations, policies or procedures.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2023.

Appointment of a New Chief Operating Officer

On November 21, 2023, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”) appointed Willard Whitesell as the Company’s Chief Operating Officer, effective as of his first date of employment, January 3, 2024. Mr. Whitesell’s appointment as Chief Operating Officer was announced by the Company via press release on January 3, 2023. In connection with his appointment, the Company entered into an employment agreement with Mr. Whitesell, dated as of January 3, 2024 (the “Employment Agreement”), setting forth Mr. Whitesell’s compensation, certain other terms, and the commencement of his employment on January 3, 2024 (the “Commencement Date”).

Mr. Whitesell has more than 20 years of construction, development and senior management experience, most recently serving for five years as Suffolk’s Suffolk Construction COO for the New York region. Prior to his position with Suffolk Construction, Mr. Whitesell was Vice President of Design and Construction at Related Companies for three years and prior to that served in various positions at Turner Construction for five years, last serving as Preconstruction Manager. Mr. Whitesell has an MBA from Fordham University and a BS from Temple University.

Pursuant to the Employment Agreement, Mr. Whitesell will be paid an annual base salary of $500,000. Mr. Whitesell will be eligible to receive (1) an annual cash bonus with a target equal to 100% of his annual base salary and (2) an annual bonus consisting of RSUs with a target equal to 200% of his annual base salary, in each case at the discretion of the Compensation Committee upon achievement of performance goals to be established by the Compensation Committee and the Company’s Chief Executive Officer.

The Employment Agreement also provides for an initial one-time grant of restricted stock units (the “Initial RSU Grant”) under the Plan to Mr. Whitesell in connection with the commencement of his employment. The Initial RSU Grant will be granted no later than March 15, 2024 and will consist of a number of RSUs equal to $1.1 million divided by the trading average of the Company’s common stock on the NYSE American LLC for the ten trading days preceding the grant date. The Initial RSU Grant will vest over four years, with 25% of the RSUs vesting on the first anniversary of the grant date and the remaining 75% of the RSUs vesting in equal monthly installments thereafter, subject to Mr. Whitesell’s continued employment with the Company. The RSUs will be subject to additional terms and conditions under the Plan.

Under the Employment Agreement, if the Company terminates Mr. Whitesell’s employment without “Cause,” or Mr. Whitesell resigns for “Good Reason” (as those terms are defined in the Employment Agreement), any RSUs previously granted to Mr. Whitesell will continue to vest pursuant to the terms of the respective grants, subject to Mr. Whitesell delivering an executed and irrevocable confidential separation agreement and general release of claims.

There are no arrangements or understandings between Mr. Whitesell and any other person pursuant to which he was appointed as an officer of the Company. Mr. Whitesell does not have any family relationship with any director or other executive officer of the Company and is not party to any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, a copy of which will be filed with the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2023.

Item 7.01. Regulation FD Disclosure.

On January 3, 2024, The Company issued a press release (the “Press Release”) announcing Mr. Saltzman’s departure and Mr. Whitesell’s appointment as Chief Operating Officer. The Press Release also included an update with respect to estimated construction costs and timeline associated with the Company's Dallas - Addison phase I project. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

The furnishing of the Press Release is not an admission as to the materiality of any information therein. The information contained in the Press Release is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the Press Release shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Press Release dated January 3, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 3, 2024

	SKY HARBOUR GROUP CORPORATION

	By:	/s/ Tal Keinan
	Name:	Tal Keinan
	Title:	Chief Executive Officer

EX-99.1 2 ex_611132.htm EXHIBIT 99.1 ex_611132.htm

Exhibit 99.1

Sky Harbour Announces Incoming Chief Operating Officer, New Manufacturing Leadership, and an Update on Construction Budget at Dallas-Addison Airport

West Harrison, New York — January 3rd, 2024 — The Sky Harbour Group Corporation (NYSE: SKYH, SKYH WS) (“Sky Harbour” or “the Company”) today announced that Will Whitesell has joined the team as Chief Operating Officer (“COO”). Outgoing COO, Alex Saltzman, has entered an amicable separation agreement and will assist with transfer of responsibilities in good order. Loren Benedict has joined Sky Harbour subsidiary, RapidBuilt, as chief of operations. The Company has also released an update to its estimated budget at its Dallas-Addison home basing campus project.

Leadership Update

Mr. Whitesell brings more than 20 years of construction, development and senior management experience at Turner Construction, The Related Companies, and Suffolk Construction, most recently serving for five years as Suffolk’s COO for the New York region.

CEO Tal Keinan commented, “As two years of increasingly intensive site acquisition efforts begin to bear fruit, Sky Harbour will face the challenge of dramatically scaling its manufacturing and development capacity, lowering total development cost, and maintaining a decisive qualitative edge in its physical offering. Will’s track record in managing parallel large-scale development projects, his deep corporate leadership experience, and his aggressive mission-driven approach, position him powerfully to help lead this next phase of Sky Harbour’s growth. We are excited to welcome Will to the Sky Harbour team. Alex Saltzman’s immeasurable contributions have helped to bring Sky Harbour to today’s advantageous position. We are grateful for Alex’s dedicated service, and knowing the value he will bring to his future endeavors, wish him great success.”

Mr. Benedict brings decades of manufacturing, construction and leadership experience in the pre-engineered metal building (PEMB) space, including at Lefever Building Systems and DCB Construction. He is a US Army veteran with multiple combat and humanitarian deployments.

Tal Keinan commented, “As Sky Harbour’s development activity scales, in-house manufacturing will play an increasingly important role in reducing development time and cost, while increasing build quality. Loren is a seasoned PEMB professional, and will play a leadership role in transforming RapidBuilt from a broad-spectrum PEMB company to a specialized manufacturer, optimized for efficiency, quality, and seamless integration with Sky Harbour’s design and construction teams. Sky Harbour is thankful to welcome another veteran to the team, and plans to continue growing with the veteran community, one of our society’s greatest under-tapped resources.”

Construction Update: Addison Phase 1

Sky Harbour also released an update to its development budget for Dallas Addison (ADS) Phase 1, from an estimated range of $25-27 million to an estimated range of $30-32 million. The increase is largely due to owner-initiated improvements intended to enhance the quality and aesthetic of Sky Harbour’s offering to residents and introduced as a result of learnings at existing Sky Harbour facilities.

In Q1 2024, the Company intends to make cash contributions in the amount necessary to fund these estimated cost increases from unrestricted funds on hand at the corporate level into Sky Harbour Capital and the Obligated Group’s construction fund. As in the past, the Company will protect and support the funding sufficiency of the 2021 Sky Harbour Capital LLC Aviation Facilities Project as amended.

About Sky Harbour Group Corporation

Sky Harbour Group Corporation is an aviation infrastructure company developing the first nationwide network of Home-Basing campuses for business aircraft. The company develops, leases, and manages general aviation hangars across the United States. Sky Harbour’s Home-Basing offering aims to provide private and corporate customers with the best physical infrastructure in business aviation, coupled with dedicated service tailored to based aircraft, offering the shortest time to wheels-up in business aviation. To learn more, visit www.skyharbour.group.

Forward Looking Statements

Certain statements made in this release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, including statements about the financial condition, results of operations, earnings outlook, benefits of the new ground leases, expectations regarding construction costs and timing and prospects of Sky Harbour Group (“SHG”) may include statements for the period following the consummation of the business combination. When used in this press release, the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of the management of SHG as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in the public filings made or to be made with the SEC by SHG, including the filings described above, regarding the following: expectations regarding SHG’s strategies and future financial performance, including its future business plans, expansion plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and SHG’s ability to invest in growth initiatives; SHG’s ability to scale and build the hangars currently under development or planned in a timely and cost-effective manner; the implementation, market acceptance and success of SHG’s business model and growth strategy; the success or profitability of SHG’s hangar facilities; SHG’s future capital requirements and sources and uses of cash; SHG’s ability to obtain funding for its operations and future growth; developments and projections relating to SHG’s competitors and industry; the ability to recognize the anticipated benefits of the business combination; geopolitical risk and changes in applicable laws or regulations; the possibility that SHG may be adversely affected by other economic, business, and/or competitive factors; operational risk. Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of SHG prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. SHG undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts

Sky Harbour Investor Relations: investors@skyharbour.group

Attn: Francisco Gonzalez