Volato Group Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of David Allen to the Board of Directors and Various Committees
On July 22, 2026, the Board of Directors (the “Board”) of Volato Group, Inc. (the “Company”) appointed David Allen to serve as a member of the Board. The Board has determined that Mr. Allen satisfies the applicable independence requirements of the Securities and Exchange Commission and the NYSE American and the Internal Revenue Code of 1986, as amended with respect to service as a director of the Company and qualification for membership on and Chair of the Audit Committee of the Board. Additionally, Mr. Allen was appointed to serve on the Nominating and Governance Committee and appointed to serve on the Compensation Committee.
Mr. Allen will serve as a Class III director with a term expiring at the Company’s annual meeting of stockholders in 2026.
There are no transactions involving Mr. Allen that would be required to be reported under Item 404(a) of Regulation S-K. As an independent director of the Company, Mr. Allen will be entitled to receive compensation consistent with that of the Company’s other independent directors who are not employees of the Company and enter into the Company’s standard indemnification agreement for directors.
There is no arrangement or understanding between Mr. Allen and any other persons pursuant to which he was elected as a director. Mr. Allen does not have a direct or indirect material interest in any transaction required to be disclosed by the Company pursuant to Item 404(a) of Regulation S-K.
Employment Agreement with Mark Heinen and Bonus
On July 22, 2026, the Board of Directors (the “Board”) of Volato Group, Inc. (the “Company”), upon the recommendation of the Compensation Committee, approved an Executive Employment Agreement (the “Employment Agreement”) with Mark Heinen, the Company’s Chief Financial Officer.
The Employment Agreement reflects the Board’s commitment to maintaining executive leadership continuity and supporting the Company’s ongoing strategic initiatives and long-term business objectives.
The Employment Agreement provides for an annual base salary of $310,000 and an annual incentive bonus opportunity with a target equal to 100% of base salary and a maximum equal to 200% of base salary, subject to the achievement of performance objectives established by the Board or the Compensation Committee. The Employment Agreement also provides for a severance payment equal to twelve months of the then-current base salary upon certain qualifying terminations and, in connection with certain qualifying terminations following a change in control, such severance payment would include an additional amount equal to the pro-rated portion of 100% of the targeted annual bonus in the fiscal year of the termination date.
The Board also approved (i) a one-time cash performance bonus of $50,000 and (ii) a one-time retention bonus of $100,000, payable upon the consummation of a Board-approved strategic business combination, subject to Mr. Heinen’s continued employment through the closing, except as otherwise provided in the Employment Agreement.
The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Executive Employment Agreement dated July 1, 2026, by and between the Company, Volato, Inc., and Mark Heinen. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 22, 2026
| Volato Group, Inc. | ||
| By: | /s/ Mark Heinen | |
| Name: | Mark Heinen | |
| Title: | Chief Financial Officer | |