AIR T INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
SCHEDULE 14A
____________________________
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant
☒
Filed by a party other than the Registrant
☐
Check the appropriate box:
☐
Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material Under Rule 14a-12
(Name of Registrant as specified in its charter)
(Name of person(s) filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Air T, Inc.
11020 David Taylor Drive
Suite 305
Charlotte, NC 28262
Telephone: (980) 595-2840
FAX: (704) 489-9960
July 3, 2025
To Our Stockholders:
We are mailing to you, for your information and review, Air T, Inc.’s Annual Report, Notice of Meeting and Proxy Statement for our Annual Meeting of Stockholders to be held Thursday, August 14, 2025, accompanying proxy card and return envelope. The meeting will be held in person at the Company’s Minnesota executive office, 5000 W. 36
th
Street, Suite 200, Minneapolis, Minnesota 55416. The meeting will also be accessible by webcast by visiting https://agm.issuerdirect.com/airt. We recommend that you log in at least 15 minutes before the meeting to ensure you are logged in when the meeting starts. The proxy materials were either made available to you over the Internet or mailed to you beginning on or about July 3, 2025.
The accompanying Proxy Statement provides you with a summary of the proposals on which our stockholders will vote at the Annual Meeting. Your vote is important regardless of the number of shares you hold. To ensure your representation at the meeting, please complete, sign, date and return your enclosed proxy card as soon as possible in the postage-paid envelope provided. If your shares are held in “street name” by your broker or other nominee, only that holder can vote your shares, and the vote cannot be cast unless you provide instructions to your broker. You should follow instructions provided by your broker regarding how to instruct your broker to vote your shares. If you choose to attend the Annual Meeting, you may revoke your proxy and personally cast your votes at the Annual Meeting.
Stockholder matters, including a transfer of shares, missing stock certificates, or changes of address can be directed to the Company’s transfer agent at the following mailing address, email address and telephone number:
Equiniti Trust Company, LLC
Operations Center
55 Challenger Road
Ridgefield Park, NJ 07660
Email address: HelpAST@equiniti.com
Telephone Number: 1-800-937-5449
If you should have a question or require an additional copy of the documents mentioned above, please contact me directly at 980-595-2840.
Thank you for your continued support of Air T, Inc.
Sincerely,
Nick Swenson
President, Chief Executive Officer and Chairman of the Board
President, Chief Executive Officer and Chairman of the Board
Enclosures
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AIR T, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 14, 2025
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 14, 2025
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Air T, Inc. (the “Company”), to be held on August 14, 2025 at 8:30 a.m. local time. The meeting will be held at the Company’s executive office in Minnesota.
The purpose of the meeting is to consider and act on the following matters:
1.
Elect as directors the seven (7) nominees named in the accompanying proxy statement to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified;
2.
To approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the accompanying proxy statement;
3.
To approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our Preferred Stock, $1.00 par value per share, from 2,000,000 to 4,000,000;
4.
To recommend, by advisory vote, the frequency of future stockholder advisory votes to approve the compensation of our named executive officers;
5.
To ratify the appointment of Deloitte Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026; and
6.
To transact such other business as may properly come before the meeting, or any adjournment or adjournments thereof.
AFTER CAREFUL CONSIDERATION OF EACH OF THE PROPOSALS ABOVE, THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS TO BE CONSIDERED AND VOTED ON AT THE ANNUAL MEETING.
Only stockholders of record as of the close of business on June 25, 2025 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. Each share of our outstanding common stock will entitle the holder to one vote on each matter that properly comes before the annual meeting. You may examine a list of those stockholders at our executive office at 5000 West 36th Street, Suite 200, Minneapolis, Minnesota 55416, during the 10-day period preceding the annual meeting.
The accompanying proxy statement provides you with a summary of the proposals on which our stockholders will vote at the Annual Meeting. We encourage you to read this entire document before voting.
Your vote is important no matter how large or small your holdings may be. To ensure your representation at the meeting, please complete, sign, date and return your proxy card as soon as possible. If your shares are held in “street name” by your broker or other nominee, only that holder can vote your shares, and your vote cannot be cast unless you provide instructions to your broker. You should follow instructions provided by your broker regarding how to instruct your broker to vote your shares.
This Annual Meeting Notice and Proxy Statement, Annual Report and proxy card are first being made available to our stockholders on or about July 3, 2025.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO VOTE AS SOON AS POSSIBLE.
You may vote by following the instructions on the Notice Regarding the Availability of Proxy Materials, or, if you received proxy materials by mail, by completing, signing and dating the enclosed proxy and returning it promptly in the envelope provided, or authorizing your proxy by telephone or through the Internet. Please review the instructions on each of your voting options described in the Proxy Statement, as well as in the Notice Regarding the Availability of Proxy Materials or proxy card you received in the mail.
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You have the option to revoke your proxy at any time prior to the Annual Meeting, or to vote your shares personally if you attend the Annual Meeting in person or virtually. If there are not sufficient votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies by the Company.
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IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 14, 2025:
Our Annual Meeting Notice, Proxy Statement and Annual Report for the Fiscal Year Ended March 31, 2025 are also available at
http://www.airt.net
.
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By Order of the Board of Directors
Nick Swenson
President, Chief Executive Officer and Chairman of the Board
July 3, 2025
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 14, 2025
FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 14, 2025
This notice, the accompanying proxy statement and proxy and the Air T, Inc. Annual Report to Stockholders, which includes the Air T Inc.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, are available at http://www.airt.net/investors/annual-meeting-materials. Additionally, and in accordance with the rules of the Securities and Exchange Commission, stockholders may access these materials at the website indicated in the Notice of Internet Availability of Proxy Materials that you receive in connection with this notice and the accompanying proxy statement.
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Air T, Inc.
11020 David Taylor Drive
Suite 305
Charlotte, North Carolina 28262
Telephone (980) 595-2840
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Directors of Air T, Inc. (referred to as the “Company”) in connection with the annual meeting of stockholders of the Company to be held in person on Thursday, August 14, 2025 at 8:30 a.m. at 5000 West 36th Street, Suite 200, Minneapolis, Minnesota 55416. The attached proxy should be used to vote your shares. You may revoke your proxy at any time before it is exercised by:
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giving a written notice of revocation to the Secretary of the Company,
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submitting a proxy having a later date, or
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voting at the meeting by submitting a new proxy.
All shares represented by valid proxies and not revoked before they are voted will be voted as specified. If no specification is made, proxies will be voted “FOR” electing all nominees for director listed on the proxy in Item 1, “FOR” the resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in this proxy statement, “FOR” approving the amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s Preferred Stock, $1.00 par value per share, from 2,000,000 to 4,000,000, “FOR” the selection of “EVERY YEAR” as the frequency of future advisory votes to approve the compensation of the Company’s named executive officers and “FOR” ratifying Deloitte Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026.
The Board of Directors knows of no matters, other than those stated above, to be presented for consideration at the annual meeting. If, however, other matters properly come before the annual meeting or any adjournment thereof, it is the intention of the persons named in the accompanying proxy to vote such proxy in accordance with their best judgment on any such matters. The persons named in the accompanying proxy may also, if it is deemed advisable, vote such proxy to adjourn the annual meeting from time to time, including if there is not a quorum on the date set for the annual meeting.
This proxy statement, the enclosed proxy card and the Company’s Annual Report to Stockholders for the fiscal year ended March 31, 2025 are being first made available to our stockholders on or about July 3, 2025. The Annual Report does not constitute “soliciting material” and is not to be deemed “filed” with the Securities and Exchange Commission.
The Company will pay the costs of preparing this proxy statement and of soliciting proxies in the enclosed form. Our officers, directors and employees may solicit proxies personally, by telephone, mail or facsimile, or via the Internet. These individuals will not receive any additional compensation for their solicitation efforts. You may also be solicited by means of press releases issued by the Company, postings on our website, www.airt.net, and advertisements in periodicals. In addition, upon request we will reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding voting materials to their customers who are beneficial owners and in obtaining voting instructions.
VOTING
Only stockholders of record at the close of business on June 25, 2025 will be entitled to vote at the annual meeting or any adjournment or adjournments thereof. The number of outstanding shares entitled to vote at the stockholders meeting is 2,702,639. The presence of a majority of the outstanding shares of the Company’s Common Stock, par value $0.25 per share (the “Common Stock”), represented in person or by proxy at the meeting will constitute a quorum necessary to conduct business at the meeting.
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How to Vote
If you are a registered stockholder, you may vote your shares by mail by completing, signing, dating and returning a proxy card or you may vote your shares in person by attending the meeting and voting your shares in person at the meeting or by following the instructions and voting at the webcast of the meeting. Even if you plan to attend the meeting, the Company encourages you to vote your shares by proxy. If you choose to attend the meeting, please be prepared to establish your stock ownership and identification in accordance with the instructions provided to obtain access to the meeting.
If you are a beneficial stockholder and your broker holds your shares in its name, your broker may provide you alternative methods of providing your voting instructions, including by Internet or telephone. This depends on the voting process of the broker through which you hold the shares. Please follow their directions carefully.
Voting of Shares Held Through Brokers
If you are a beneficial stockholder and your broker holds your shares in its name, your broker cannot vote your shares on the following matters if you do not timely provide instructions for voting your shares:
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the election of directors;
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the advisory vote on approval of the compensation paid to the Company’s named executive officers.
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approval of an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of Preferred Stock, $1.00 par value per share, from 2,000,000 to 4,000,000; and
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the advisory vote on the frequency of future advisory votes on executive compensation.
If your shares are maintained through an account with a broker, it is likely that your broker holds your shares in its name, and you should contact your broker if you are uncertain whether your broker holds your shares in its name. Shares not voted by brokers on these matters if timely voting instructions are not provided are referred to as “broker non-votes.” However, your broker may vote your shares on any other matter that may be presented to the stockholders for a vote at the meeting, including the ratification of the appointment of Deloitte Touche LLP as our independent registered public accounting firm, if the broker does not receive voting instructions from you.
If your broker holds your shares in its name, for you to vote those shares you must provide voting instructions to the broker through which you hold the shares. Please follow their directions carefully.
Required Voting Thresholds for Matters to be Considered at the Meeting
Directors will be elected by a plurality of the votes cast—that is, the seven (7) nominees receiving the most votes will be elected as directors. Cumulative voting is not allowed. Accordingly, abstentions and broker non-votes will not affect the outcome of the election of directors.
On the matter related to the advisory vote on compensation paid to the Company’s named executive officers, the Company will consider that our stockholders will approve of the compensation for named executive officers as disclosed in this Proxy Statement if there are more “FOR” votes than the total of “AGAINST” and “ABSTAIN” votes. Although the vote on Item 2 is not binding on the Company, the Compensation Committee will take your vote on this proposal into consideration when evaluating the compensation of our named executive officers.
Ratification of the appointment of the independent registered public accounting firm for the fiscal year ending March 31, 2026, requires the affirmative vote of a majority of the shares present or represented at the meeting and entitled to vote. Approval of the amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our Preferred Stock, $1.00 par value per share, from 2,000,000 to 4,000,000 requires the affirmative vote of a majority of the outstanding shares of the Company. In each such case, an abstention will have the same effect as a negative vote but, because shares held by brokers will not be considered entitled to vote on matters as to which the brokers withhold authority, a broker non-vote, if applicable, will have no effect on the vote on this matter.
On the matter related to the advisory vote on the frequency of future advisory votes on executive compensation, the frequency (every year, two years or three years) that receives the most votes will be considered as representing the stockholders’ preference.
Although the vote on Item 4 is not binding, the Company will take your vote into consideration when evaluating the
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frequency of future advisory votes on executive compensation. Abstentions and broker non-votes will have no effect on the vote on this matter.
Changing Your Vote
Even after you have submitted your vote, you may revoke your proxy and change your vote at any time before voting begins at the annual meeting. If you are a registered stockholder, you may do this by:
•
timely delivering to the Company’s Secretary, or at the meeting, a later dated signed proxy card or
•
by voting your shares in person at the meeting in accordance with instructions provided at the meeting.
Your participation at the meeting will not automatically revoke your proxy; you must specifically revoke it and vote your shares as provided at the meeting.
If your broker holds your shares in its name, you should contact your bank, broker or other nominee to find out how to revoke your proxy. If you have obtained a legal proxy from your nominee giving you the right to vote your shares, you may vote at the meeting in accordance with instructions provided or by sending in an executed proxy with your legal proxy form.
CERTAIN BENEFICIAL OWNERS OF COMMON STOCK
The following table sets forth information regarding the beneficial ownership (determined in accordance with Rule 13d-3 of the Securities and Exchange Commission) of shares of Common Stock, par value $0.25 per share, of the Company as of June 30, 2025 by each person that beneficially owns five (5%) percent or more of the shares of Common Stock. Each person named in the table has sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned, except as otherwise set forth in the notes to the table.
Security Ownership of Certain Beneficial Owners
| Name and Address of Beneficial Owner | Amount of Beneficial Ownership as of June 30, 2025 |
Percent of Class
(1)
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AO Partners I, L.P. et al.
(2)
5000 W. 36th Street, Suite 200
Minneapolis, Minnesota 55416
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1,351,318 | 49.99% | ||||||
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Farnam Street Partners, L.P. et al.
(3)
3033 Excelsior Boulevard, Suite 320
Minneapolis, Minnesota 55416
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493,675 | 18.27% | ||||||
(1)
Based upon 2,702,639 shares outstanding on June 30, 2025.
(2)
Includes shares held by AO Partners I, L.P. (“AO Partners Fund”) and indirectly by AO Partners, LLC (“AO Partners”) as General Partner. AO Partners Fund and AO Partners have shared power to direct the voting and disposition of 970,964 shares. Nick Swenson as Manager of AO Partners disclaims beneficial ownership of such shares, except as to his pecuniary interest therein. Nick Swenson has sole power to direct the voting and disposition of 157,858 shares held directly and by Glenhurst Co. (which includes 94,938 shares held by Glenhurst Co.), and Groveland Capital, LLC and Groveland DST, LLC have the power to direct the voting and disposition of 52,690 shares and 169,806 shares respectively.
(3)
Includes 394,090 shares held by Farnam Street Partners, L.P., 55,793 shares held by FS Special Opportunities Fund I, LP, and 13,146 shares held by Car of MN, LLC. Mr. Cabillot is an officer of Farnam Street Capital, Inc. ("FSC"), the general partner of Farnam Street Partners, L.P. and FS Special Opportunities Fund I, L.P. and the managing member of Car by MN, LLC. Messrs. Cabillot and Peter O. Haeg, as officers of FSC, the general partner of the Farnam Funds, share voting and dispositive power over all of the shares of Company common stock held by the Farnam Funds. Mr. Cabillot and Mr. Haeg individually own 20,646 shares and 10,000 shares of Company common stock, respectively.
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PROPOSAL 1 -- ELECTION OF DIRECTORS
Under the Company’s certificate of incorporation and by-laws, as amended, directors are elected at each annual meeting and hold office until their respective successors are elected and have qualified. The Board of Directors has established the number of directors constituting the Board of Directors at seven (7). Accordingly, up to seven (7) directors may be elected at the annual meeting.
The following sets forth certain information with respect to the individuals who are nominated by the Board of Directors, upon recommendation of its Nominating Committee, for election to the Board of Directors at the annual meeting. Each of the following nominees is currently a director of the Company. For each nominee we have disclosed the particular experience, qualifications, attributes, or skills that led the Board to conclude that the nominee should serve as a director.
Raymond Cabillot
, age 62, was elected as a director of the Company in November 2016 and as Lead Independent Director of the Company in 2019. Since 1998, Mr. Cabillot has served as Chief Executive Officer and director of Farnam Street Capital, Inc., the General Partner of Farnam Street Partners L.P., a private investment partnership. Prior to his service at Farnam Street Capital, Mr. Cabillot was a Senior Research Analyst at Piper Jaffrey, Inc., an investment bank and asset management firm, from 1989 to 1997. Early in his career, Mr. Cabillot worked for Prudential Capital Corporation as an Associate Investment Manager and as an Investment Manager. Mr. Cabillot has served on the board of directors of Oxbridge Re Holdings Limited, a specialty property and casualty reinsurer, since 2013, and Pro-Dex, Inc., a manufacturer of surgical, dental, and scientific instruments, since 2013. Mr. Cabillot also served as Chairman of the Board of O.I. Corporation, a manufacturer of chemical analysis and monitoring products, from 2007 through 2010. Mr. Cabillot earned his BA with a double major in economics and chemistry from St. Olaf College and an MBA from the University of Minnesota. He is a Chartered Financial Analyst.
Mr. Cabillot was elected to the Board and as Lead Independent Director for his strong analytical skills and over 25 years’ experience as a financial analyst and investment manager. His prior service as a public company director and chairman also brings valuable corporate governance experience to the Board.
William Foudray
, age 55, was elected as a director of the Company in August 2013. Mr. Foudray has served as Executive Vice President of People’s Bank since September 2023. Prior to joining People’s Bank, Mr. Foudray served as the Chief Executive Officer of Vantage Financial, LLC, an equipment leasing and finance company that he co-founded in August 2011. Mr. Foudray served in various executive capacities, including as Vice President of Operations, Chief Financial Officer and Executive Vice President, of Fidelity National Capital, Inc., a third-party technology leasing firm and then subsidiary of Fidelity National Financial, Inc., from 1999 until the sale of that company in 2009 to Winthrop Resources Corporation and as Vice President of Winthrop Resources Corporation, a technology leasing company, from 2009 to July 2011.
Mr. Foudray’s experience in the leasing business, including in the equipment leasing business provides the Board with valuable insight with respect to opportunities to expand leasing activities of the Company’s businesses. In addition, Mr. Foudray’s experience as an executive officer of a significant operating business and as a former chief financial officer add to the Board’s expertise in operational and financial matters.
Gary Kohler
, age 68, was elected as a director of the Company in September 2014. Mr. Kohler has served as Chief Investment Officer, portfolio manager and Managing Partner of Blue Clay Capital Management, LLC, an investment management firm, since January 1, 2012. Mr. Kohler served as a portfolio manager and partner of Whitebox Advisors, LLC, an investment management firm, from January 2000 to December 2011. Mr. Kohler served in various capacities, including portfolio manager and Vice President, of Okabena Company, a private investment advisory firm, from 1984 to 1997.
Mr. Kohler’s experience in investing and managing investments in a wide variety of businesses during his over 25-year career in the field of investment management services provides the Board with additional depth in financial, analytical and investment expertise.
Peter McClung
, age 55, was elected as a director of the Company in December 2017. Mr. McClung is an experienced business executive and expert in developing sales and marketing strategies based on customer insights. Mr. McClung has over 20 years’ experience building and leading teams to grow revenue, profitability and market share in a variety of industries. He spent the first part of his career as a sales and marketing executive in roles of increasing responsibility with Novartis, BASF, and UnitedHealth Group. In 2009, Mr. McClung formed a business strategy consulting firm, which expanded into a full-service branding agency in 2013, called welcometoseven.com. In 2016, Mr. McClung became CEO of The Jump Group, LLC, a joint venture technology company with welcometoseven.com and venture capital investors. In 2022 Mr. McClung founded Blankspace Social, LLC.
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The Board nominated Mr. McClung because of his expertise in the areas of strategy, marketing and sales, in addition to his experience as both an entrepreneur as well as a senior leader in several Fortune 500 companies.
Nick Swenson
, age 56, has served as a director of the Company since August 2012 and as Chairman of the Board of Directors since August 2013. In October 2013, Mr. Swenson was appointed as the interim President and Chief Executive Officer of the Company and was appointed as President and Chief Executive Officer of the Company in February 2014. Mr. Swenson is also the managing member of AO Partners, LLC which is the general partner of AO Partners I, L.P., an investment fund. Mr. Swenson previously served as a portfolio manager and partner of Whitebox Advisors, LLC, an investment management firm. Mr. Swenson serves as a director and Chairman of the Board of Pro-Dex, Inc., as a director of Delphax Technologies Inc., and as a director of Lendway, Inc. (formerly Insignia Systems, Inc.).
The Board believes that Mr. Swenson’s position as Chief Executive Officer of the Company provides the Board with unique insight regarding Company-wide issues. In addition, Mr. Swenson’s financial, analytical and investment experience and skills provide the Board of Directors with additional expertise in these areas and, as a representative of the Company’s largest stockholder, he provides additional stockholder perspectives to the Board of Directors.
Travis Swenson
, age 47, has served as a director of the Company since December 2017. He is a senior finance executive with more than two decades of leadership experience spanning public accounting, financial services, real estate, and aviation. Most recently, Mr. Swenson served as Deputy Chief Financial Officer of Two Harbors Investment Corp., a publicly traded mortgage REIT. Prior to that, he was Chief Financial Officer of Colliers Mortgage Holdings LLC and held senior executive roles at WeWork Inc. and CBRE, Inc., including Senior Managing Director and America's Leader of Real Estate Accounting Services. He began his career at Deloitte Touche LLP, advising clients on strategy, operations, and mergers and acquisitions within the firm’s Capital Markets Advisory practice, and previously held roles in its audit and tax practices.
Mr. Swenson brings to the Board significant expertise in financial strategy, SEC reporting, mergers and acquisitions, and capital markets. His broad background across both operating companies and public boards, combined with his CPA licensure in Minnesota and California, provides valuable insight into the Company’s governance, financial oversight, and strategic planning. In addition, Mr. Swenson is a Commercial Pilot and Certified Flight Instructor.
Mr. Swenson is not related to Nick Swenson, the Company’s Chairman of the Board, President, and Chief Executive Officer.
Jamie Thingelstad
, age 53, was elected as a director of the Company in July 2023. Mr. Thingelstad currently serves as the Chief Technology Officer of SPS Commerce, a position he has held since 2013. Prior to joining SPS, Mr. Thingelstad served as the CTO and COO of 8thBridge, a social commerce startup. Preceding this role, Mr. Thingelstad served as the CTO for the Wall Street Journal Digital Network as well as the enterprise division of Dow Jones. In these roles, Mr. Thingelstad was responsible for platforms that served millions of users worldwide with 24/7 availability.
The Board believes that Mr. Thingelstad’s extensive, significant experience managing technology platforms for large and complicated businesses provides the Board with needed expertise in the technology space; a space with increasing importance to the Company’s underlying businesses.
The Board of Directors recommends a vote “FOR” all of the nominees listed above for election as directors (Item 1 on the enclosed proxy card).
The Board of Directors believes that the Board as a whole should encompass a range of skill and expertise enabling it to provide sound guidance with respect to the Company’s operations and interests. In addition to considering a candidate’s background and accomplishments, candidates are reviewed in the context of the current composition of the Board and the evolving needs of the Company and its businesses. The Company’s policy is to have at least a majority of Directors qualify as “independent,” and only two of the seven (7) nominees (Messrs. Nick Swenson and Kohler) do not qualify as “independent.”
The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board. The Board has determined that having the same person serve as Chief Executive Officer and Chairman of the Board is in the best interests of the Company’s stockholders at this time. The Board created the role of Lead Independent Director in 2019 to lead executive sessions, act as an intermediary between the other “independent” directors and the Chairman, to act in the Chairman’s place should he be unavailable, and to act as a liaison between the stockholders and the Board of Directors. Raymond Cabillot has acted as Lead Independent Director since 2019.
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Director Compensation
During the fiscal year ended March 31, 2025, each non-employee director received a director’s fee of $1,500 per month and an attendance fee of $750 for each meeting of the Board of Directors or a committee thereof, including any special committee. Members of the Audit Committee received, in lieu of the meeting fee, a monthly fee of $1,750, while the Chairman of the Audit Committee received a monthly fee of $2,600. The Lead Independent Director receives a stipend of $500 per month.
The following table sets forth the compensation earned by each of the Company’s non-employee directors in the fiscal year ended March 31, 2025. All compensation was paid in cash.
| Name | Total ($) | ||||
| Raymond Cabillot | 51,000 | ||||
| William Foudray | 21,750 | ||||
| Gary Kohler | 21,000 | ||||
| Peter McClung | 45,000 | ||||
| Travis Swenson | 54,450 | ||||
| Jamie Thingelstad | 42,000 | ||||
Committees of the Board of Directors
The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating Committee. The Board of Directors presently expects that the membership of each committee will remain the same following the Annual Meeting.
The Audit Committee currently consists of Messrs. Travis Swenson, McClung and Cabillot, with Mr. Travis Swenson serving as chairman. The Audit Committee met five (5) times during the fiscal year. The authority and responsibilities of the Audit Committee are set forth in a charter adopted by the Board of Directors. A copy of the current Charter is available on the Company’s website (www.airt.net) on the “Corporate Governance” page under the “Investors” tab. The principal functions of the Audit Committee, included in the charter, are to select and retain the firm of independent auditors to serve the Company each fiscal year, to review and approve the scope, fees and results of the audit performed by the independent auditors, to review the adequacy of the Company’s system of internal accounting controls, to review and periodically discuss with the independent auditor all significant relationships that may affect the auditor’s independence, to meet at least quarterly to review the Company’s financial results with management and the independent auditors prior to the release of quarterly financial information, to prepare and issue to the Board of Directors annually a summary report suitable for submission to the stockholders, to discuss with management and the independent auditor policies with respect to risk assessment and risk management (including technology risks and cybersecurity), significant risks or exposures of the Company and the steps that have been taken to minimize such risks, and to establish procedures for the receipt, retention and treatment of complaints regarding accounting internal controls and auditing matters, including confidential, anonymous submissions by employees. The Company has certified to NASDAQ the Company’s compliance with NASDAQ’s audit committee charter requirements and compliance with the audit committee structure and composition requirements. In addition, the Board of Directors has determined that both Messrs. Travis Swenson and Cabillot are “audit committee financial experts,” as that term is defined under the rules of the Securities and Exchange Commission.
The Compensation Committee currently consists of Messrs. McClung, Cabillot and Travis Swenson with Mr. McClung serving as chairman. The authority and responsibilities of the Compensation Committee are set forth in a charter adopted by the Board of Directors. A copy of the current Charter is available on the Company’s website (www.airt.net) on the “Corporate Governance” page under the “Investors” tab. The principal functions of the Compensation Committee, included in the charter, are to evaluate, develop, approve and report to the Board regarding the Company’s overall compensation philosophy and strategy, including the balance among various components of compensation, such as base salaries, cash-based and equity-based incentive compensation, and other benefits, to determine, or recommend to the Board for its determination, the compensation, including salary, bonus, incentive and equity compensation to be paid to the Chief Executive Officer and the other executive officers, to review director fees and other compensation paid to non-employee members of the Board on a periodic basis and effect, or recommend to the Board, any changes it deems appropriate, to periodically review equity-based and other incentive plans and revise such plans, or recommend revisions or new plans to the Board, to determine and recommend to the Board for approval any performance targets and participation levels for management in any incentive plan for which such targets and levels are to be set, to review and approve all formal employment agreements with the executive officers, and to review the Company’s overall compensation policies and practices for all employees as they relate to the Company’s risk. The Company has certified to NASDAQ the Company’s compliance with NASDAQ’s
11
compensation committee charter and compliance with the compensation committee structure and composition requirements. The Compensation Committee met three (3) times during the fiscal year.
The Nominating Committee currently consists of Messrs. Cabillot, Foudray and McClung, with Mr. Foudray serving as chairman. The Nominating Committee is charged with identifying candidates for election to the Board of Directors, reviewing their skills, characteristics and experience and recommending nominees to the Board for approval, as well as recommending the functions and the membership of the committees of the Board of Directors. The charter of the Nominating Committee is available on the Company’s website (www.airt.net) on the “Corporate Governance” page under the “Investors” tab. The Nominating Committee met three (3) times during the fiscal year.
Director Independence
The Board of Directors has determined that none of the members of the Board of Directors (other than Mr. Nick Swenson, the Company’s Chief Executive Officer, and Mr. Kohler) has any relationship that, in the Board’s opinion, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of these individuals is “independent” within the meaning of the rules of the NASDAQ. All of the members of the Company’s Audit Committee, Compensation Committee and Nominating Committee are independent directors under these standards. In addition, the Board of Directors has determined that the members of the Audit and Compensation Committees meet the additional standards of independence applicable to members of such committees.
The Board of Directors concluded that Mr. Kohler is not independent in light of the Company’s December 2017 acquisition of the assets of Blue Clay Capital Management, LLC, an investment management firm based in Minneapolis, Minnesota. Mr. Kohler was the sole owner of Blue Clay Capital and in connection with such acquisition, a subsidiary of the Company replaced Blue Clay Capital as the managing general partner of certain investment funds and Mr. Kohler remains employed by Blue Clay as its Chief Investment Officer in return for an annual salary of $51,500 plus variable compensation based on the management and incentive fees to be paid to the subsidiary by certain of these investment funds and eligibility to participate in discretionary annual bonuses.
The Board of Directors concluded that Mr. Nick Swenson is not independent given his position as Chief Executive Officer and President of the Company.
Board’s Role in Risk Oversight
As discussed above, the Audit Committee assists the Board with respect to risk assessment and risk management, including monitoring significant risks or exposures of the Company (including technology risks and cybersecurity) and the steps that have been taken to minimize such risks. The Audit Committee is comprised entirely of independent directors. The Audit Committee is also charged with establishing procedures for the receipt, retention and treatment of complaints received by the Company’s “whistleblower hotline” which permits complaints or concerns regarding legal compliance, accounting, internal controls and auditing matters to be submitted by interested persons, including employees, confidentially and anonymously. In addition, the Compensation Committee is charged with assisting the Board in reviewing the Company’s overall compensation policies and practices for all employees as they relate to the Company’s risk. The Compensation Committee is comprised of all independent directors.
Employee, Officer and Director Hedging
As part of our updated Insider Trading Policy adopted in March 2025 and filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, the Company prohibits all directors, executive officers, and employees from engaging in hedging or monetization transactions involving the Company’s securities.We are not aware of any hedging, short sale, or derivative transactions involving our securities by our directors, executive officers, or employees, other than the exercise of stock options or warrants granted under the Company’s equity compensation plans.
Insider Trading Policy
In March 2025, our Board of Directors approved an amended and restated Insider Trading Policy, which was filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended March 31, 2025. The policy governs the purchase, sale, and other dispositions of the Company’s securities by directors, officers and employees, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. Further, the Insider Trading Policy provides that it is the Company’s policy that any transactions by the Company in its own securities will comply with applicable laws with respect to insider trading.
12
Attendance of Meetings
During the fiscal year ended March 31, 2025, the Board of Directors met four (4) times. Each of the directors attended at least 75% of the meetings of the Board of Directors and committees thereof on which such director served during such period. The Company does not have a policy with respect to attendance of members of the Board of Directors at the annual meeting of stockholders. Historically, few, if any, stockholders have attended the Company’s annual meeting of stockholders. We encourage, but do not require, our Board members to attend the annual meeting of stockholders. Last year, six (6) directors attended the annual meeting.
Director Qualifications and Nominations
The Nominating Committee has adopted a policy that candidates nominated for election or re-election to the Board of Directors generally should meet the following qualifications:
•
candidates should possess broad training and experience at the policymaking level in business, government, education, technology or philanthropy;
•
candidates should possess expertise that is useful to the Company and complementary to the background and experience of other members of the Board of Directors, so that an optimal balance in Board membership can be achieved and maintained;
•
candidates should be of the highest integrity, possess strength of character and the mature judgment essential to effective decision making;
•
candidates should be willing to devote the required amount of time to the work of the Board of Directors and one or more of its committees;
•
candidates should be willing to serve on the Board of Directors over a period of several years to allow for the development of sound knowledge of the Company and its principal operations; and
•
candidates should be without any significant conflict of interest or legal impediment with regard to service on the Board of Directors.
The Nominating Committee seeks directors with experience in areas relevant to the Company’s businesses. The Nominating Committee also seeks other key attributes that are important to an effective board: integrity and high ethical standards; sound judgment; analytical skills; and the commitment to devote the necessary time and energy to the service on the Board and its Committees. The Company does not have a policy with regard to the consideration of diversity in identifying director nominees. The Nominating Committee seeks out appropriate candidates, principally by canvassing current directors for suggestions. The Nominating Committee evaluates candidates on the basis of the above qualifications and other criteria that may vary from time to time. The Nominating Committee does not have a formal policy on the consideration of director candidates recommended by stockholders. The Board of Directors believes that such a formal policy is unnecessary and that the issue is more appropriately dealt with on a case-by-case basis.
There have been no changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the date of the Company’s proxy statement for its annual meeting of stockholders held on August 16, 2023.
Committee Charters
See “Committees of the Board of Directors” for a description of the Board’s delegation of authority and responsibilities to the three standing committees. All of the charters of our three standing committees are available on our website at www.airt.net.
Director and Executive Officer Stock Ownership
The following table sets forth information regarding the beneficial ownership of shares of Common Stock of the Company as of June 30, 2025, by each director, director nominee and named executive officer of the Company (as listed in the Summary Compensation Table, below) and by all directors and executive officers of the Company as a group. Each person named in the table has sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned, except as otherwise set forth in the notes to the table.
13
| Shares and Percent of Common Stock Beneficially Owned as of June 30, 2025 | ||||||||||||||
| Name | Position with Company |
No. of Shares
(1)
|
Percent
(2)
|
|||||||||||
| Raymond Cabillot | Director |
(3)
493,675
|
18.27 | % | ||||||||||
| William Foudray | Director | 7,500 | * | |||||||||||
| Gary Kohler | Director | 20,103 | * | |||||||||||
| Peter McClung | Director | — | — | |||||||||||
| Travis Swenson | Director | 982 | * | |||||||||||
| Jamie Thingelstad | Director | — | — | |||||||||||
| Tracy Kennedy | Chief Financial Officer/ Principal Accounting Officer and Treasurer | — | — | |||||||||||
| Nick Swenson | President, Chief Executive Officer and Chairman of the Board |
(4)
1,351,318
|
49.99 | % | ||||||||||
| All current directors, nominees, and executive officers as a group (8 persons) |
(3)(4)
1,868,182
|
69.12 | % | |||||||||||
| * Represents less than one percent (1.0%). | ||
| (1) |
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Includes 0 shares which the following executive officers and directors have the right to acquire within 60 days through the exercise of stock options issued by Air T.
|
||||
| (2) |
Based on a total of 2,702,639 Shares of the Company’s common stock issued and outstanding as of June 30, 2025.
|
||||
| (3) |
Includes 394,090 shares held by Farnam Street Partners, L.P., 55,793 shares held by FS Special Opportunities Fund I, LP, and 13,146 shares held by Car of MN, LLC. Mr. Cabillot is an officer of FSC, the general partner of Farnam Street Partners, L.P. and FS Special Opportunities Fund I, L.P. and the managing member of Car by MN, LLC. Messrs. Cabillot and Peter O. Haeg, as officers of FSC, the general partner of the Farnam Funds, share voting and dispositive power over all of the shares of Company common stock held by the Farnam Funds. Mr. Cabillot and Mr. Haeg individually own 20,646 shares and 10,000 shares of Company common stock, respectively.
|
||||
| (4) |
Includes shares held by AO Partners I, L.P. (“AO Partners Fund”) and indirectly by AO Partners, LLC (“AO Partners”) as General Partner. AO Partners Fund and AO Partners have shared power to direct the voting and disposition of 970,964 shares. Nick Swenson as Manager of AO Partners disclaims beneficial ownership of such shares, except as to his pecuniary interest therein. Nick Swenson has sole power to direct the voting and disposition of 157,858 shares held directly and by Glenhurst Co. (which includes 94,938 shares held by Glenhurst Co.), and Groveland Capital, LLC and Groveland DST, LLC have the power to direct the voting and disposition of 52,690 shares and 169,806 shares respectively.
|
||||
EXECUTIVE OFFICERS
The current executive officers of the Company are Nick Swenson and Tracy Kennedy. Biographical information regarding Mr. Nick Swenson is included in “Proposal 1 – Election of Directors.”
Tracy Kennedy – age [35]. Mrs. Kennedy became the Company’s Chief Financial Officer/Principal Accounting Officer and Treasurer on October 16, 2024. Mrs. Kennedy was appointed as the Company’s Chief Accounting Officer in October, 2022, and will continue to serve in that role. Previously, she served as the Company’s Director of Accounting from May 2018 to February 2019, and then as the Company’s Corporate Controller from February 2019 to October 2022. Prior to joining the Company, Mrs. Kennedy held finance and accounting roles in both industry and consulting environments from 2016 to 2018. She began her career at Deloitte, where she progressed to the role of Audit Senior during her tenure from 2011 to 2016. Mrs. Kennedy holds a Master of Business Administration from the Wake Forest University School of Business and a Bachelor of Science with Special Attainments in Commerce, Accounting and Business Administration from Washington and Lee University. She is a Certified Public Accountant.
14
Delinquent Section 16(a) Reports
To the Company’s knowledge, based solely on review of the copies of reports under Section 16(a) of the Securities Exchange Act of 1934 that have been furnished to the Company and written representations that no other reports were required, during the fiscal year ended March 31, 2025 all executive officers, directors and greater than ten-percent beneficial owners have complied with all applicable Section 16(a) filing requirements.
PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION
Pursuant to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”),and as required pursuant to section 14A of the Securities Exchange Act of 1934, the Company is providing stockholders with the opportunity to cast an advisory vote on compensation to the executive officers named in the Summary Compensation Table as reported in this proxy statement. Accordingly, the following resolution will be presented to the stockholders at the annual meeting:
“Resolved, that the stockholders hereby approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed, pursuant to Item 402 of Regulation S-K of the Securities and Exchange Commission, in the Company’s proxy statement for the 2025 annual meeting of stockholders.”
This vote is advisory and nonbinding on the Company. The Board of Directors and the Compensation Committee, which is comprised of independent directors exclusively, expect to take into account the outcome of the vote when considering future executive compensation decisions. The Company’s named executive officers are those officers listed in the Summary Compensation Table appearing in this proxy statement, who are Nick Swenson, Chief Executive Officer, Tracy Kennedy, Chief Financial Officer/Principal Accounting Officer and Treasurer, and Brian Ochocki, our former Chief Financial Officer. The current frequency of stockholder advisory votes on executive compensation is once every year, and the next such stockholder advisory vote is expected to occur at the Company’s 2026 annual meeting
The Board of Directors recommends a vote “FOR” the adoption of the resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in this proxy statement (Item 2 on the enclosed proxy card).
The objectives of the Company’s compensation plan for its executive officers (other than Mr. Nick Swenson) are to offer incentives for superior performance and to provide compensation in amounts and in forms that are sufficient to attract and retain management personnel capable of effectively managing the Company’s businesses. The compensation of Mr. Nick Swenson is, at his request, limited to an annual salary of $50,000. Mr. Nick Swenson does not participate in any bonus compensation plans and also does not participate in any employee benefit plan.
The compensation of the executive officers is determined by the Compensation Committee under authority delegated to it by the Board of Directors. The Compensation Committee consults with the Chief Executive Officer in evaluating and setting the compensation of the other executive officers.
The Company has paid modest levels of compensation. The elements of the total compensation paid to executives, other than Mr. Nick Swenson, under the Company’s policy are:
•
base salary,
•
annual cash incentive,
•
stock option awards pursuant to the Company’s 2020 Omnibus Stock and Incentive Plan, and
•
retirement, health and welfare and other benefits.
Base Salary
Base salaries are not linked to the performance of the Company and are intended to provide the executive officers a relatively secure baseline level of compensation. The Compensation Committee periodically reviews base salary levels and adjusts base salaries as deemed necessary, but not necessarily annually. During the review and adjustment process, the Compensation Committee considers:
•
individual performance;
15
•
recommendations of the Chief Executive Officer with respect to the base salaries of other executive officers;
•
the duties and responsibilities of each executive officer position;
•
their current compensation level;
•
the relationship of executive officer pay to the base salaries of senior officers and other employees of the Company; and
•
whether the base salary levels are competitive.
At Mr. Nick Swenson’s request, the Compensation Committee set his annual salary rate, which commenced on April 1, 2014, at a below-market rate of $50,000. Mrs. Kennedy’s annual salary rate is $270,000. Mr. Ochocki’s annual salary rate was $260,000.
Incentive and Bonus Compensation
The named executive officers are eligible to receive annual incentive compensation based on the Company’s overall financial performance and a subjective evaluation of individual performance. At Mr. Nick Swenson’s request, he does not receive any annual incentive compensation. In addition, named executive officers other than Mr. Nick Swenson, are eligible to receive discretionary bonuses from time to time based on individual performance in achieving important Company milestones. Because of the subjective evaluation used in determining this compensation, it is all reported as bonus in the accompanying Summary Compensation Table.
Equity Compensation
The following table shows equity grants to the Company’s non-employee directors, executive officers and non-executive officers as of June 30, 2025:
| Name of Individual or Identity of Group and Position |
Number of Shares of Underlying Options
(1)
|
||||
| Named Executive Officers | |||||
| Nick Swenson, President, Chief Executive Officer and Chairman of the Board | 140,000 | ||||
| Tracy Kennedy, Chief Financial Officer | 17,500 | ||||
| Named Executive Officers as a group (2 persons) | 157,500 | ||||
| Non-employee Directors and Non-Executive Officers | |||||
| All non-employee directors, as a group | 8,750 | ||||
| All non-executive officer employees as a group | 59,500 | ||||
| Total | 225,750 | ||||
(1)
Whether any of the unexerciseable options vest, and the amount that does vest, is tied to various price tranches (six per year) corresponding to future testing dates (June 30 of each year) and the achievement of our Common Stock trading at or above the exercise price for each applicable price tranche. In the event that the market price of our common stock does not reach or exceed the exercise price during the 60 days immediately preceding the applicable price tranche, 100% of the applicable options associated with that price tranche expire immediately. [None of the options listed in the table are vested as of June 30, 2025]
Retirement and Other Benefits
The named executive officers are eligible to participate in certain employee benefit plans sponsored by the Company, which are described below. At his request, Mr. Nick Swenson does not participate in these plans.
The Company sponsors the Air T, Inc. 401(k) Plan (the “401(k) Plan”), a tax-qualified Code Section 401(k) retirement savings plan, for the benefit of substantially all of its employees, including the executive officers. The 401(k) Plan encourages saving for retirement by enabling participants to make contributions on a pre-tax basis and to defer taxation on earnings on funds contributed to the 401(k) Plan. The Company makes matching contributions to the 401(k) Plan. The named executive officers are also eligible to participate in group health, life and other welfare benefit plans on the same terms and conditions that apply to other employees. The named executive officers do not receive better insurance programs, vacation schedules or holidays than other employees of equal employment tenure.
16
The Company does not maintain any non-qualified deferred compensation plans that would allow executives to elect to defer receipt (and taxation) of their base salaries, bonuses, annual incentive plan payments or other compensation.
EXECUTIVE OFFICER COMPENSATION
Mr. Nick Swenson, Mrs. Kennedy, and Mr. Ochocki are the only individuals who served as executive officers of the Company during the most recent fiscal year. The following table sets forth a summary of the compensation paid to them during the two most recent fiscal years.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) |
Equity
Compensation |
Non-equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||
| Stock Awards |
Option Awards
(1)
|
|||||||||||||||||||||||||
|
Nick Swenson
President, Chief Executive Officer and Chairman of the Board |
2025 | $ | 50,000 | $ | — | — | — | $ | — | $ | — | $ | 50,000 | |||||||||||||
| 2024 | 50,000 | — | — | — | — | — | 50,000 | |||||||||||||||||||
|
Brian Ochocki
(2)
Chief Financial Officer
|
2025 | 120,000 | 265,000 | — | — | — | 25,000 | 410,000 | ||||||||||||||||||
| 2024 | 260,000 | — | — | — | — | — | 260,000 | |||||||||||||||||||
|
Tracy Kennedy
(2)
Chief Financial Officer
|
2025 | 117,346 | 6,375 | — | 56,668 | — | — | 123,721 | ||||||||||||||||||
| 2024 | $ | — | $ | — | — | — | $ | — | $ | — | $ | — | ||||||||||||||
(1)
These amounts represent the aggregate grant date value of awards under Accounting Standards Codification Topic 718,
Compensation - Stock Compensation
. The assumptions used in calculating the fair value of these stock awards can be found under Note 16 to the Financial Statements in the Company’s Annual Report on Form 10-K for the year ended March 31, 2022 and have no relation to amounts or periods in which earnings may be reported in the Named Executive Officer’s W-2.
(2)
Mr. Ochocki was the Company’s Chief Financial Officer until September 3, 2024; Mrs. Kennedy was appointed as the Company’s interim Chief Financial Officer on September 3, 2024 and the Chief Financial Officer on October 16, 2024.
Outstanding Equity Awards at Fiscal Year End Table
The following table sets forth information about outstanding equity awards held by our Named Executive Officers as of June 30, 2025.
17
| Option/Warrant Awards | ||||||||||||||
| Number of Securities Underlying Unexercised Options/Warrants # Exercisable |
Number of Securities Underlying Unexercised Options/Warrants # Unexercisable
(1)(2)
|
Option/Warrant Exercise Price $
(3)
|
Option/Warrant Expiration Date | |||||||||||
|
Nick
Swenson |
20,000
20,000 20,000 20,000 20,000 20,000 20,000 |
33.98 - 49.85
38.23 - 61.06 43.01 - 74.80 48.38 - 91.63 54.43 - 112.25 61.23 - 137.51 68.89 - 168.45 |
6/30/2035
6/30/2036
6/30/2037
6/30/2038
6/30/2039
6/30/2040
6/30/2041
|
|||||||||||
| Tracy Kennedy |
2,500
2,500 2,500 2,500 2,500 2,500 2,500 |
33.98 - 49.85
38.23 - 61.06 43.01 - 74.80 48.38 - 91.63 54.43 - 112.25 61.23 - 137.51 68.89 - 168.45 |
6/30/2035
6/30/2036 6/30/2037 6/30/2038 6/30/2039 6/30/2040 6/30/2041 |
|||||||||||
________________________
(1)
All currently unexerciseable option awards were made under the Company’s 2020 Omnibus Stock and Incentive Plan. Under the terms of the plan, option awards were made without any corresponding transfer of consideration from the recipients.
(2)
Whether any of the unexerciseable options vest, and the amount that does vest, is tied to various price tranches (six per year) corresponding to future testing dates (June 30 of each year) and the achievement of our Common Stock trading at or above the exercise price for each applicable price tranche. In the event that the market price of our Common Stock does not reach or exceed the exercise price during the 60 days immediately preceding the applicable price tranche, 100% of the applicable options associated with that price tranche expire immediately.
(3)
As mentioned in Note 2 above, options granted under the Company’s 2020 Omnibus Stock and Incentive Plan vest subject to various price tranches at corresponding future testing dates. The prices listed represent the range of the six tranches for each applicable testing date. [None of the options listed in the table are vested as of June 30, 2025]
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth certain information as of March 31, 2025 with respect to our equity compensation plans:
| Plan category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(1)
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | ||||||||
| (a) | (b) | (c) | |||||||||
| Equity compensation plans approved by security holders: | |||||||||||
| Air T 2012 Stock Option Plan | 0 | N/A | 0 | ||||||||
| Air T 2020 Omnibus Stock Option Plan | 226,000 | N/A | 71,950 | ||||||||
| Equity compensation plans not approved by security holders: | — | — | — | ||||||||
| Total | 226,000 | N/A | 71,950 | ||||||||
(1)
Whether any of the unexerciseable options vest, and the amount that does vest, is tied to various price tranches (six per year) corresponding to future testing dates (June 30 of each year) and the achievement of our Common Stock trading at or above the exercise price for each applicable price tranche. In the event that the market price of our common stock does not reach or
18
exceed the exercise price during the 60 days immediately preceding the applicable price tranche, 100% of the applicable options associated with that price tranche expire immediately. [None of the options listed in the table are vested as of June 30, 2025]
Pay Versus Performance
We are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance measures of the Company as required by SEC rules.
| Year |
Summary compensation table total for PEO ($)
(1)
|
Compensation actually paid to PEO ($)
(2)
|
Average summary compensation table total for non-PEO named executive officers ($)
(3)
|
Average compensation actually paid to non-PEO named executive officers ($)
(4)
|
Value of initial fixed $100 investment based on Total shareholder return ($)
(5)
|
Net income (loss) ($)
(6)
|
||||||||||||||||||||||||||||||||
| 2025 | 50,000 | (431,907) | 266,861 | 190,076 | 76.13 | (5,411,000) | ||||||||||||||||||||||||||||||||
| 2024 | 50,000 | (302,147) | 260,000 | 215,982 | 88.62 | (4,684,000) | ||||||||||||||||||||||||||||||||
| 2023 | 50,000 | (30,368) | 343,000 | 332,954 | 110.11 | (11,785,000) | ||||||||||||||||||||||||||||||||
(1) Reflects the amount reported in the “Total” column of the Summary Compensation Table for Mr. Swenson, the Company’s Principal Executive Officer (“PEO”), for each corresponding year. See “Executive Officer Compensation – Summary Compensation Table” for 2025 and 2024.
(2) The amounts reported in this column represent CAP for Mr. Swenson for each corresponding year computed as required by Item 402(v) of Regulation S-K. The reported amounts do not reflect the actual compensation earned by or paid to Mr. Swenson during any applicable year. To determine CAP, the adjustments below were made to Mr. Swenson’s total compensation.
| Year |
Reported Summary
Compensation Table Total for PEO ($) |
Less |
Reported Value of Equity Awards ($)
(a)
|
Plus |
Equity Award Adjustments ($)
(b)
|
Equals | CAP for PEO ($) | |||||||||||||||||||||||||||||||||||||
| 2025 | 50,000 | - | 0 | + | (481,907) | = | (431,907) | |||||||||||||||||||||||||||||||||||||
| 2024 | 50,000 | - | 0 | + | (352,147) | = | (302,147) | |||||||||||||||||||||||||||||||||||||
| 2023 | 50,000 | - | 0 | + | (80,368) | = | (30,368) | |||||||||||||||||||||||||||||||||||||
(a) Amounts reflect the grant date fair value of equity awards as reported in the “Option Awards” column in the Summary Compensation Table for the applicable year.
(b) The equity award adjustments were calculated in accordance with Item 402(v) of Regulation S-K and include: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted in the applicable year and vest in the same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The
19
valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for Mr. Swenson are as follows:
| Year |
Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End
($) |
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards
($) |
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year
($) |
Change in Fair Value to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year
($) |
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year
($) |
Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation
($) |
Total Equity Award Adjustments
($) |
|||||||||||||||||||||||||||||||||||||
| 2025 | 0 | (477,971) | 0 | 0 | (3,937) | 0 | (481,907) | |||||||||||||||||||||||||||||||||||||
| 2024 | 0 | (296,054) | 0 | 0 | (56,093) | 0 | (352,147) | |||||||||||||||||||||||||||||||||||||
| 2023 | 0 | 375 | 0 | 0 | (80,743) | 0 | (80,368) | |||||||||||||||||||||||||||||||||||||
(3)
Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEO (excluding Mr. Swenson) for each corresponding year. See “Executive Officer Compensation – Summary Compensation Table” for 2025 and 2024. The name of the other NEO (excluding Mr. Swenson) included for purposes of calculating the average amounts in each of 2023 and 2024 is Brian Ochocki. The name of the other NEOs (excluding Mr. Swenson) included for purposes of calculating the average amounts in 2025 are Brian Ochocki and Tracy Kennedy.
(4)
Amounts reported reflect CAP for the other NEO(s) (excluding Mr. Swenson), as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts reflect an average of the actual amount of compensation earned by or paid to the other NEO(s) (excluding Mr. Swenson) during the applicable year. The adjustments below were made to the average total compensation for the NEO(s) (excluding Mr. Swenson) for each year to determine the CAP for such year.
| Year |
Average Reported Summary Compensation Table Total for Non-PEO NEOs
($) |
Less |
Average Reported Value of Equity Awards
($) |
Plus |
Average Equity Award Adjustments
($)(a) |
Equals |
Average CAP for Non-PEO NEOs
($) |
|||||||||||||||||||||||||||||||||||||
| 2025 | 266,861 | - | 28,334 | + | (48,450) | = | 190,076 | |||||||||||||||||||||||||||||||||||||
| 2024 | 260,000 | - | 0 | + | (44,018) | = | 215,982 | |||||||||||||||||||||||||||||||||||||
| 2023 | 343,000 | - | 0 | + | (10,046) | = | 332,954 | |||||||||||||||||||||||||||||||||||||
(a) See note (b) to footnote (2) above for an explanation of the equity award adjustments made in accordance with Item 402(v) of Regulation S-K. The amounts deducted or added in calculating the total average equity award adjustments for the other NEO(s) (excluding Mr. Swenson) are as follows:
20
| Year |
Average Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End
($) |
Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards
($) |
Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year
($) |
Average Change in Fair Value to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year
($) |
Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) |
Average Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation
($) |
Total Average
Equity Award Adjustments ($) |
|||||||||||||||||||||||||||||||||||||
| 2025 | 20,221 | (68,111) | 0 | 0 | (561) | 0 | (48,450) | |||||||||||||||||||||||||||||||||||||
| 2024 | 0 | (37,007) | 0 | 0 | (7,012) | 0 | (44,018) | |||||||||||||||||||||||||||||||||||||
| 2023 | 0 | 47 | 0 | 0 | (10,093) | 0 | (10,046) | |||||||||||||||||||||||||||||||||||||
(5)
The amounts reported in this column represent the Company’s cumulative TSR, which is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of the measurement period by the Company’s share price at the beginning of the measurement period.
(6)
The amounts reported in this column represent net income (loss) reflected in the Company’s audited financial statements for the applicable year.
Employment Agreement and Retirement Savings Plan
Nick Swenson
. On March 26, 2014, Nick Swenson and the Company entered into an Employment Agreement dated as of March 26, 2014 and effective as of April 1, 2014 providing for the terms of employment of Mr. Nick Swenson as Chief Executive Officer and President. The employment agreement provides that Mr. Nick Swenson’s employment can be terminated by the Company at any time, without advance notice, for any reason or for no reason. The agreement does not provide for any severance payment to Mr. Nick Swenson upon termination of his employment by the Company. The agreement provides for an annual salary of $50,000, commencing on April 1, 2014. The agreement provides that Mr. Nick Swenson will not participate in any bonus or equity compensation arrangement and that Mr. Nick Swenson has declined to participate in any employee benefit plan. The agreement also includes provisions regarding confidentiality, indemnification, and a covenant not to compete for one year following termination of employment.
Tracy Kennedy.
On October 16, 2024, Tracy Kennedy and the Company entered into an Employment Agreement providing for the terms of employment of Ms. Kennedy as the Chief Financial Officer/Principal Accounting Officer and Treasurer. Under the terms of the Agreement, Ms. Kennedy received a starting base salary of $270,000 per year and is entitled to the Company’s standard package of employee benefits. Ms. Kennedy was also entitled to a one-time $1,875 signing bonus upon the execution of the Employment Agreement, which she received. Ms. Kennedy is further entitled to receive [(i)] incentive compensation in the amount $0 to $55,000+ based on a rating of Ms. Kennedy’s performance[ and (ii) base salary increases and annual performance bonus payments, as established by the Company’s Compensation Committee and Chief Executive Officer, with a target discretionary annual performance bonus of 30% of her base salary]. If the Company terminates the Employment Agreement for any reason other than Cause, Ms. Kennedy is entitled to a severance payment equal to six (6) months of base salary, which amount will increase by an additional month on the second anniversary of Ms. Kennedy’s employment with the Company, and will continue to increase an additional month for every year of employment thereafter; provided however, that the severance amount shall not exceed twelve (12) months.
401(k) Plan
. The Company sponsors the Air T, Inc. 401(k) Plan (the “401(k) Plan”), a tax-qualified Internal Revenue Code Section 401(k) retirement savings plan, for the benefit of substantially all of its employees, including its executive officers. The 401(k) Plan encourages saving for retirement by enabling participants to make contributions on a pre-tax basis and to defer taxation on earnings on funds contributed to the 401(k) Plan. Employees are eligible to participate in the 401(k) Plan upon commencement of employment. The Company makes matching contributions to the Plan. Mr. Nick Swenson has declined participation in the 401(k) Plan.
21
Options and Equity Awards Generally
2020 Omnibus Stock and Incentive Plan
Our Compensation Committee, as the administrator of the 2020 Omnibus Stock and Incentive Plan, has the discretion, among a number of other alternatives, to accelerate the vesting of any awards, including outstanding options, held by the employees, consultants and directors in the event of an acquisition of us by a merger or asset sale or a “change in control.” Under the 2020 Omnibus Stock and Incentive Plan, a “change in control” generally means the first to occur of: (a) conditions under which a person or group becomes a beneficial owner of 50% or more of the voting power of our outstanding stock, or (b) during any two consecutive years, a majority change in the composition of our Board, or (c) a complete liquidation or dissolution of the Company or consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets, in one transaction or a series of related transactions.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Nick Swenson, President, Chief Executive Officer and Chairman of the Board, is also the majority shareholder of Cadillac Castings, Inc. (“CCI”). On November 8, 2019, the Company made an investment of $2.8 million to purchase a 19.90% ownership stake in CCI. As of March 31, 2025, Mr. Swenson owns 67% of ownership interests in CCI.
22
PROPOSAL 3 –APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
The Restated Certificate of Incorporation of the Company currently authorizes us to issue a total of 2,000,000 shares of Preferred Stock, $1.00 par value. Our Board of Directors has approved, and is seeking stockholder approval of, an amendment to our Restated Certificate of Incorporation to increase the number of shares of authorized Preferred Stock from 2,000,000 to 4,000,000 (the “Amendment”). Of the 2,000,000 shares of Preferred Stock, $1.00 par value per share currently authorized, none are issued and outstanding. However, with only 2,000,000 shares authorized we currently have a very limited number of preferred shares available for future issuance.
The Board of Directors has unanimously determined that the Amendment is advisable and in the best interests of the Company and our stockholders and recommends that our stockholders approve the Amendment. In accordance with the General Corporation Law of the State of Delaware, we are hereby seeking approval of the Amendment by our stockholders.
No changes to the Restated Certificate of Incorporation are being proposed with respect to the number of authorized shares of Common Stock. Other than the proposed increase in the number of authorized shares of Preferred Stock, the Amendment is not intended to modify the rights of existing stockholders in any material respect. The Amendment also retains the “blank check preferred” reserve.
The Board of Director’s objective in approving the Amendment is to provide maximum flexibility with respect to future financing transactions. Preferred Stock is commonly authorized by publicly traded companies and is sometimes used as a preferred means of raising capital. In some circumstances, companies, including us, have been required to utilize senior classes of securities to raise capital, with the terms of those securities being negotiated and tailored to meet the needs of both investors and issuing companies. Such senior securities often include liquidation preferences and dividend rights, conversion privileges and other rights not found in Common Stock.
The Company does not currently have specific plans for a significant financing but will need to raise further funding as it has done in preceding years.
No stockholder appraisal rights will be applicable in connection with the Amendment.
If the Amendment is approved at the Annual Meeting, our Board of Directors intends to implement the Amendment by filing an amendment to our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware as contemplated by the proposed form of “Certificate of Amendment” attached hereto as Appendix A. We currently have no plans with respect to the use of, or issuance of, shares of Preferred Stock.
The Board believes it is prudent to increase the authorized number of shares of Preferred Stock in order to maintain a sufficient reserve of shares available for immediate issuance to meet business needs and to support the Company’s continued strategic deployment of capital.
Potential Anti-Takeover Effects of the Increase in Authorized Preferred Stock
The implementation of an increase in number of authorized preferred stock could have an anti-takeover effect. The Board of Directors can establish the rights and preferences of the terms of various series of preferred stock and such stock could be used to deter any takeover attempt. Although preferred stock could, under certain circumstances, have a potential anti-takeover effect, the proposed amendment to our Restated Certificate of Incorporation is not in response to any effort of which we are aware to accumulate securities or obtain control of the Company. There are no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.
We are currently not engaged in any negotiations or otherwise have no specific plans to use the additional authorized shares for any acquisition, merger or consolidation.
The Board of Directors has approved the proposed amendment and recommends a vote “FOR” the proposal to approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our Preferred Stock, $1.00 par value per share, from 2,000,000 to
4,000,000
(Item 3 on the enclosed proxy card).
23
PROPOSAL 4 –VOTE ON THE ADVISORY (NON-BINDING) PROPOSAL FOR THE FREQUENCY OF SAY-ON-PAY
As required under the rules adopted by the U.S. Congress and pursuant to section 14A of the Securities Exchange Act of 1934, in connection with the say-on-pay vote described in Proposal 2 above, our stockholders also will have an opportunity to cast an advisory, non-binding vote on how frequently future say-on-pay votes should be conducted by the Company. Stockholders may indicate whether they would prefer an advisory vote on executive compensation every one, two or three years, or they may abstain from voting. We are required to solicit stockholders votes on the frequency of future say-on-pay proposals at least once every six years, although we may seek stockholders input more frequently. We submitted the last advisory vote on the frequency of the say-on-pay vote at our 2019 annual meeting of stockholders.
We have given significant thought to our recommendation with respect to the frequency of the voting on say-on-pay by our stockholders. We have determined that a vote once every year is preferable to give our stockholders the opportunity to consider and vote upon our named executive officers’ compensation annually rather than every two or three years. The frequency selected by the stockholders for conducting say-on-pay voting at the annual meetings of the stockholders of the Company is not a binding determination. However, the frequency selected will be given due consideration by our Compensation Committee and our Board of Directors.
The proxy card accompanying this proxy statement provides stockholders with the opportunity to choose among four alternatives (holding the say-on-pay advisory vote once every one, two or three years, or abstaining from voting on this item). As a result, with respect to the recommended frequency of the say-on-pay vote, stockholders will not be voting to approve or disapprove the recommendation of the Board of Directors.
Proxies will be voted for the alternative of once every year unless our stockholders specify otherwise in their proxies. The voting alternative, if any, that receives the affirmative vote of a plurality of the voting power present (in person or by proxy) at the 2025 annual meeting and entitled to vote on this item of business will be the alternative adopted by the stockholders in accordance with the voting standard established by our bylaws. However, the results of this vote are not binding on the Board of Directors, whether or not any alternative is passed under this voting standard. In evaluating the vote on this advisory resolution, the Board of Directors will consider the voting results in their entirety.
The Board of Directors recommends that the stockholders select the option of once every year as the preferred frequency for advisory say-on-pay votes on executive compensation (Item 4 on the enclosed proxy card).
24
PROPOSAL 5 –RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors recommends that the stockholders ratify the appointment of Deloitte Touche LLP to serve as the independent registered public accounting firm for the Company and its subsidiary corporations for the fiscal year ending March 31, 2026. If the stockholders do not ratify this appointment, the Audit Committee will consider other independent registered public accounting firms.
Deloitte Touche LLP has served as the independent registered public accounting firm for the Company since September 27, 2018. Representatives of Deloitte Touche LLP are expected to participate in the annual meeting and will have an opportunity to make a statement and will be available to respond to appropriate questions.
The Board of Directors recommends a vote “FOR” the proposal to ratify the selection of Deloitte Touche LLP as independent auditors for the fiscal year ending March 31, 2026 (Item 5 on the enclosed proxy card).
Audit Committee Pre-Approval of Auditor Engagements
It is the policy of the Audit Committee that all audit and permitted non-audit services provided to the Company by its independent registered public accounting firm are approved by the Audit Committee in advance. In addition, it is the Company’s practice that any invoices not covered by the annual engagement letter that are subsequently submitted by its independent registered public accounting firm are provided to the Chairman of the Audit Committee for approval prior to payment. The independent auditor, management and the Audit Committee must meet on at least an annual basis to review the plans and scope of the audit and the proposed fees of the independent auditor.
Audit Fees
The following is a summary of the fees for professional services rendered by Deloitte Touche LLP for the audit of the Company’s annual financial statements for the fiscal years ended March 31, 2025 and 2024 and fees billed for other services rendered by Deloitte Touche LLP during those periods:
| Deloitte Touche LLP | Deloitte Touche LLP | |||||||||||||
| 2025 | 2024 | |||||||||||||
|
Audit Fees
(1)
|
$ | 1,031,610 | $1,100,626 | |||||||||||
|
Audit-Related Fees
(2)
|
100,000 | 110,000 | ||||||||||||
|
Tax Fees
(3)
|
— | — | ||||||||||||
|
All Other Fees
(4)
|
$ | — | 5,685 | |||||||||||
(1)
Audit fees consist of fees incurred for professional services rendered for the audit of our annual financial statements and review of the quarterly financial statements that are provided by our independent registered public accounting firm in connection with regulatory filings or engagements.
(2)
Audit-related fees relate to professional services rendered that are related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” Audit-related fees may include fees associated with work performed in connection with registration statements or issuance of comfort letters, the audit of the Company’s retirement savings plan, any acquisition related work and attestations that are required by statute or regulation.
(3)
Fees for professional services performed with respect to tax compliance, tax advice and tax planning. This includes preparation of original and amended tax returns for the Company and consolidated subsidiaries, refund claims, payment planning and tax audit assistance.
(4)
Fees for other permitted work performed that does not fall within the categories set forth above.
25
Report of the Audit Committee
The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process. The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of the Company’s audited financial statements to generally accepted accounting principles.
In this context, the Audit Committee has reviewed and discussed with management and the independent registered public accounting firm the audited financial statements as of and for the year ended March 31, 2025. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committee, as adopted by the Public Company Accounting Oversight Board and currently in effect. In addition, the Audit Committee discussed with the independent registered public accounting firm the written disclosures and letter required by Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, regarding the independent registered public accounting firm’s communication with the Audit Committee concerning independence and discussed with them their independence from the Company and its management. The Audit Committee also has considered whether the independent registered public accounting firm’s provision of non-audit services to the Company is compatible with their independence.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025 for filing with the Securities and Exchange Commission.
July 3, 2025
AUDIT COMMITTEE
Travis Swenson, Chair
Peter McClung
Ray Cabillot
Peter McClung
Ray Cabillot
ADDITIONAL INFORMATION
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER OF THE COMPANY, AND TO EACH PERSON REPRESENTING THAT AS OF THE RECORD DATE FOR THE MEETING HE OR SHE WAS A BENEFICIAL OWNER OF SHARES ENTITLED TO BE VOTED AT THE MEETING, IF SOLICITED BY WRITTEN REQUEST, A COPY OF THE COMPANY’S ANNUAL REPORT DOR THE FISCAL YEAR ENDED MARCH 31, 2025 ON FORM 10-K TO THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO AIR T, INC., 11020 DAVID TAYLOR DRIVE, SUITE 305, CHARLOTTE, NORTH CAROLINA 28262, ATTENTION: CORPORATE SECRETARY.
IN ADDITION, THE COMPANY HAS A DEDICATED WEBSITE AT HTTP://WWW.AIRT.NET/INVESTORS/ANNUAL-MEETING-MATERIALS WHERE IT POSTS ALL ANNUAL MEETING MATERIALS INCLUDING THE ANNUAL REPORT ON FORM 10-K, ANNUAL REPORT, PROXY STATEMENT AND FORM OF PROXY.
STOCKHOLDER COMMUNICATIONS
The Board of Directors has established a process for stockholders and other interested parties to communicate with the Board of Directors or a particular director. Such individual may send a letter to Air T, Inc., Attention: Corporate Secretary, 11020 David Taylor Drive, Suite 305, Charlotte, North Carolina 28262. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Board Communication” or “Director Communication.” All such letters should state whether the intended recipients are all members of the Board or just certain specified individual directors. The Secretary of the Company will circulate the communications (with the exception of commercial solicitations) to the appropriate director or directors. Communications marked “Confidential” will be forwarded unopened.
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2026 MEETING
Under the rules of the SEC, if a stockholder wants us to include a proposal in our proxy statement and form of proxy for presentation at our
2026
annual meeting of stockholders (pursuant to Rule 14a-8 of the Exchange Act), the proposal must be received by us at our principal executive offices (Secretary, Air T, Inc., 11020 David Taylor Drive, Suite 305, Charlotte, North Carolina,
26
28262) by the close of business on
March 2, 2026
. As the rules of the SEC make clear, simply submitting a proposal does not guarantee that it will be included.
Any stockholder director nomination or proposal of other business intended to be presented for consideration at the
2026
annual meeting, but not intended to be considered for inclusion in our proxy statement and form of proxy relating to such meeting (i.e. not pursuant to Rule 14a-8 of the Exchange Act), must be received by us at the address stated above not less than 90 days and not more than 120 days before the first anniversary of the date of the
2025
annual meeting. Therefore, such notice must be received between
April 16, 2026
and the close of business on
May 16, 2026
to be considered timely. However, if our
2026
annual meeting occurs more than 30 days before or more than 30 days after
August 14, 2025
, we must receive nominations or proposals (i) not later than the close of business on the later of the 90th day prior to the date of the
2026
annual meeting or the 10th day following the day on which public announcement is made of the date of the
2026
annual meeting, and (ii) not earlier than the 120th day prior to the
2026
annual meeting.
The above-mentioned proposals must also be in compliance with our Bylaws and the proxy solicitation rules of the SEC and Nasdaq, including but not limited to the information requirements set forth in our Bylaws. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with the foregoing and other applicable requirements. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19(b).
OTHER MATTERS
Individuals appointed as proxies in connection with the annual meeting of stockholders to be held in 2025 will have discretion under applicable SEC rules to vote on any proposal presented at the meeting by a stockholder.
The Board of Directors knows of no other matters that may be presented at the meeting.
AIR T, INC.
July 3, 2025
July 3, 2025
27
APPENDIX A
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
AIR T, INC.
______________________________
The undersigned authorized officer of Air T, Inc. (the “
Corporation
”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “
DGCL
”), hereby certifies as follows effective as of August 14, 2025:
FIRST: The name of the Corporation is: Air T, Inc.
SECOND: The stockholders and board of directors of the Corporation properly adopted and approved the following amendment to the Certificate of Incorporation of the Company (the “
Certificate
”) in accordance with the provisions of Section 242 of the DGCL.
THIRD: Paragraph (b) of Article 4 of the Certificate shall be amended and restated in its entirety and shall read as follows:
“(b) The total number of shares of undesignated preferred stock that the corporation shall have authority to issue is 4 million (4,000,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to $4 million Dollars ($4,000,000) in one or more series, with such voting powers, designations, preferences and relative, participating, optional or other special resolution or resolutions providing for the creation and issuance of any such series adopted by the board of directors prior to the issuance of any shares of such series, pursuant to authority expressly vested in the board.”
FOURTH: All other provisions of the Certificate shall remain unchanged and shall continue in full force and effect.
IN WITNESS WHEREOF
, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be executed by the undersigned authorized officer effective as of the date first set forth above.
AIR T, INC.
________________________________
Nick Swenson, Chief Executive Officer
28
AIR T, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 14, 2025
AND
PROXY STATEMENT
TO BE HELD AUGUST 14, 2025
AND
PROXY STATEMENT
JULY 3, 2025
29
ANNUAL MEETING OF STOCKHOLDERS OF
AIR T, INC.
August 14, 2025
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
:
Copies of the Notice of Annual Meeting, the Proxy Statement and the Annual Report to Stockholders for the Fiscal Year Ended March 31, 2025
are available at https://www.airt.net/investors/reports-filings/.
are available at https://www.airt.net/investors/reports-filings/.
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
|
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
☒
|
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|
The Board of Directors recommends you vote FOR ALL of the
following:
|
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| 1. ELECTION OF DIRECTORS | The Board of Directors recommends you vote FOR the following proposal. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
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|
☐ ☐ ☐ |
FOR ALL NOMINEES
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT
(See instructions below) |
NOMINEES:
Raymond Cabillot
William Foudray
Gary Kohler
Peter McClung
Nick Swenson
Travis Swenson
Jamie Thingelstad
|
2. Advisory (non-binding) vote, to approve the compensation to the Company’s named executive officers as disclosed in the proxy statement; |
FOR
☐
|
AGAINST
☐
|
ABSTAIN
☐
|
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| The Board of Directors recommends you vote FOR the following proposal | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3. Approval of an amendment to our Restated Certificate of Incorporation to increase the number of authorized preferred shares |
FOR
☐
|
AGAINST
☐
|
ABSTAIN
☐
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Board of Directors recommends you vote FOR "EVERY YEAR" in the following proposal. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4. Advisory (non-binding) vote on how frequently stockholders should vote on the compensation of our named executive officers: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
EVERY YEAR
☐
|
2 YEARS
☐
|
3 YEARS
☐
|
ABSTAIN
☐
|
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| The Board of Directors recommends you vote FOR the following proposal. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5. To ratify the selection of Deloitte Touche LLP to serve as the independent registered public accounting firm for the Company. |
FOR
☐
|
AGAINST
☐
|
ABSTAIN
☐
|
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|
INSTRUCTIONS
:
|
To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:
|
NOTE: | In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Signature of Stockholder | Date | Signature of Stockholder | Date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
30
ANNUAL MEETING OF STOCKHOLDERS OF
AIR T, INC.
August 14, 2025
| PROXY VOTING INSTRUCTIONS | ||
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INTERNET
- Access “
www.voteproxy.com
” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
Vote online until 11:59 PM EST the day before the meeting.
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MAIL
- Sign, date and mail your proxy card in the envelope provided as soon as possible.
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COMPANY NUMBER | ||||||||||
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IN PERSON
- You may vote your shares in person by attending the Annual Meeting.
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ACCOUNT NUMBER | ||||||||||
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GO GREEN
- e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
:
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Copies of the Notice of Annual Meeting, the Proxy Statement and the Annual Report to Stockholders for the Fiscal Year Ended March 31, 2025
are available at https://www.airt.net/investors/reports-filings/. |
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Please detach along perforated line and mail in the envelope provided.
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PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
☒
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The Board of Directors recommends you vote FOR ALL of the
following:
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| 1. ELECTION OF DIRECTORS | The Board of Directors recommends you vote FOR the following proposal. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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☐ ☐ ☐ |
FOR ALL NOMINEES
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT
(See instructions below) |
NOMINEES:
Raymond Cabillot
William Foudray
Gary Kohler
Peter McClung
Nick Swenson
Travis Swenson
Jamie Thingelstad
|
2. Advisory (non-binding) vote, to approve the compensation to the Company’s named executive officers as disclosed in the proxy statement; |
FOR
☐
|
AGAINST
☐
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ABSTAIN
☐
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| The Board of Directors recommends you vote FOR the following proposal | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3. Approval of an amendment to our Restated Certificate of Incorporation to increase the number of authorized preferred shares |
FOR
☐
|
AGAINST
☐
|
ABSTAIN
☐
|
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| The Board of Directors recommends you vote FOR "EVERY YEAR" in the following proposal. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4. Advisory (non-binding) vote on how frequently stockholders should vote on the compensation of our named executive officers: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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EVERY YEAR
☐
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2 YEARS
☐
|
3 YEARS
☐
|
ABSTAIN
☐
|
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| The Board of Directors recommends you vote FOR the following proposal. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5. To ratify the selection of Deloitte Touche LLP to serve as the independent registered public accounting firm for the Company. |
FOR
☐
|
AGAINST
☐
|
ABSTAIN
☐
|
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INSTRUCTIONS
:
|
To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:
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NOTE: | In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Signature of Stockholder | Date | Signature of Stockholder | Date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
31
REVOCABLE PROXY
AIR T, INC.
ANNUAL MEETING OF STOCKHOLDERS
To be held on August 14, 2025
This proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints Tracy Kennedy and Mark Jundt as proxies, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Air T, Inc. common stock that the undersigned is entitled to vote at, and, in their discretion, to vote upon such other business as may properly come before, the 2025 Annual Meeting of Stockholders of Air T, Inc. to be held on Thursday, August 14, 2025 or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the meeting.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
(Continued and to be signed on the reverse side.)
32
TABLE OF CONTENTS