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31 Hudson Yards, 14th Floor

New York, NY 10001

844-359-2523

March 24, 2025

Dear Fellow Stockholder:

On behalf of the Board of Directors and management of Blade Air Mobility, Inc., I cordially invite you to attend our annual meeting of stockholders on Tuesday, May 6, 2025 at 9:00 a.m. (Eastern Time). The 2025 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the 2025 Annual Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/BLDE2025. Stockholders will be able to listen, vote, and submit questions from their home or any location with internet connectivity. To participate in the meeting, you must have the 16-digit number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. The notice of meeting and proxy statement that follow describe the business that we will consider at the meeting.

We hope that you will be able to attend the meeting via our live webcast. However, regardless of whether you attend the meeting, your vote is very important. We are pleased to offer multiple options for voting your shares. You may vote by telephone, via the internet, by mail or through our live webcast of the Annual Meeting, as described beginning on page one of the proxy statement.

Thank you for your continued support of Blade Air Mobility, Inc.

Sincerely yours,

 

Robert S. Wiesenthal

 

May 6, 2025

www.virtualshareholdermeeting.com/BLDE2025

You can attend the 2025 Annual Meeting online through our live webcast, vote your shares electronically and submit your questions during the 2025 Annual Meeting, by visiting www.virtualshareholdermeeting.com/BLDE2025. You will need to have the 16-digit number included on your notice or your proxy card (if you received a printed copy of the proxy materials) to join the 2025 Annual Meeting.

AGENDA:

Only stockholders of record as of March 13, 2025 will be entitled to attend and vote at the 2025 Annual Meeting and any adjournments or postponements thereof. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the 2025 Annual Meeting for a period of 10 days prior to the 2025 Annual Meeting by contacting our Investor Relations department at investors@blade.com and during the 2025 Annual Meeting at www.virtualshareholdermeeting.com/BLDE2025.

Please note that if you held common stock on March 13, 2025 in “street name” (that is, through a broker, bank or other nominee), you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, bank or other nominee how to vote your shares. You will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of common stock voted.

We hope that you can attend the 2025 Annual Meeting. Regardless of whether you will attend via our live webcast, please complete and return your proxy so that your shares can be voted at the 2025 Annual Meeting in accordance with your instructions.

We are pleased to furnish proxy materials to our stockholders on the internet. We believe that this allows us to provide you with the information that you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

March 24, 2025

By Order of the Board of Directors

 

Melissa M. Tomkiel

This Proxy Statement and accompanying proxy card are first being made available on or about March 24, 2025.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS:

This Proxy Statement (this “Proxy Statement”) and our annual report for the fiscal year ended December 31, 2024 (the “Annual Report” and, together with the Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board”) of Blade Air Mobility, Inc. in connection with our annual meeting of stockholders for the calendar year ended December 31, 2024 (the “Annual Meeting” or the “2025 Annual Meeting”). As used herein, the terms “Blade,” the “Company,” “we,” “us,” or “our” refer to Blade Air Mobility, Inc. and its consolidated subsidiaries unless otherwise stated or the context otherwise requires. The Company was a special purpose acquisition company called Experience Investment Corp. (“EIC”) prior to the closing of the merger of privately held Blade Urban Air Mobility, Inc. (“Old Blade”) with and into a subsidiary of EIC, resulting in Old Blade becoming a wholly owned subsidiary of EIC on May 7, 2021 (the “Closing”), and EIC changed its name to Blade Air Mobility, Inc.

To assist you in reviewing the proposals to be voted upon at our 2025 Annual Meeting, we have summarized important information contained in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should carefully read the entire Proxy Statement and Annual Report on Form 10-K before voting.

The following table provides summary information about each director nominee.

Blade provides air transportation and logistics for hospitals across the United States, where it is one of the largest transporters of human organs for transplant, and for passengers, with helicopter and fixed wing services primarily in the Northeast United States and Southern Europe. Based in New York City, Blade’s asset-light model, coupled with its exclusive passenger terminal infrastructure and proprietary technologies, is designed to facilitate a seamless transition from helicopters and fixed-wing aircraft to Electric Vertical Aircraft (“EVA” or “eVTOL”), enabling lower cost air mobility that is both quiet and emission-free.

Blade currently operates in three key product lines across our Passenger and Medical segments:

Blade leverages an asset-light business model: we primarily utilize aircraft that are owned and/or operated by third parties on Blade’s behalf. In these arrangements, pilots, maintenance, hangar, insurance, and fuel are all costs borne by our network of operators, which provide aircraft flight time to Blade at fixed hourly rates. This enables our operator partners to focus on training pilots, maintaining aircraft and flying, while we maintain the relationship with our customer from booking through flight arrival.

When utilizing third-party aircraft and/or aircraft operators, we typically pre-negotiate fixed hourly rates and flight times, paying only for flights actually flown, creating a predictable and flexible cost structure. Blade provides guaranteed flight commitments to some of our third-party operators through capacity purchase agreements, which enable Blade to ensure dedicated access to such aircraft with enhanced crew availability, lower costs and, in many cases, the ability to unlock more favorable rates when flying more than the minimum number of hours we guarantee to the operator. Additionally, a significant portion of Blade trips are flown by safety-vetted operators to whom Blade makes no commitments, providing us with additional flexible capacity for high demand periods.

Over the course of 2024, we acquired ten fixed wing aircraft that are currently dedicated to the Medical segment. We made the decision to invest in a limited number of owned aircraft based in high-volume geographies as we believe direct asset ownership will enable (i) improved economies of scale; (ii) increased uptime, enabling more reliable service and higher asset utilization; and (iii) the ability to compete for certain contracts where asset ownership is preferred or required. All of these aircraft are operated and maintained by third-party service providers under Blade’s oversight.

Our asset-light business model was developed to be scalable and profitable using conventional aircraft today while enabling a seamless transition to EVA, once they are certified for public use. We intend to leverage the expected lower operating costs of EVA versus helicopters to reduce the consumer’s price for our flights. Additionally, we expect the reduced noise footprint and zero carbon emission characteristics of EVA to allow for the development of new, vertical landing infrastructure in our existing and new markets.

Our business and affairs are managed under the direction of our Board. Our Board currently consists of eight directors.

Our amended and restated certificate of incorporation provides that, subject to the right of holders of any series of preferred stock, our Board will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving staggered three-year terms, with only one class of directors being elected at each annual meeting of stockholders. As a result, approximately one-third of our Board will be elected each year.

Unless otherwise specified in the proxy, the shares voted pursuant thereto will be cast for each of Mr. Borthwick, Mr. Love and Mr. Philip. If, for any reason, at the time of election any of the nominees named should decline or be unable to accept his nomination or election, it is intended that such proxy will be voted for a substitute nominee, who would be recommended by our Board. Our Board, however, has no reason to believe that any of the nominees will be unable to serve as a director.

The following biographical information is furnished as to each nominee for election as a director and each of our directors as of March 24, 2025. References to service on our Board prior to May 7, 2021 refer to service on the board of directors of EIC.

There are no family relationships among any of our directors or executive officers.

Our bylaws provide for a plurality voting standard for the election of directors. Under this voting standard, once a quorum has been established, the nominees who receive the largest number of votes are elected as directors up to the maximum number of directors to be elected at the meeting. This means that the three nominees receiving the highest number of votes at the 2025 Annual Meeting will be elected, even if these votes do not constitute a majority of the votes cast. Only votes cast “FOR” a nominee will be counted in the election of directors. Votes that are “WITHHELD” with respect to one or more nominees will result in those nominees receiving fewer votes but will not count as a vote against the nominees.

The Board recommends that stockholders vote “FOR” all of the nominees

The business and affairs of Blade are managed under the direction of the Board. We have a classified Board, with members of each class serving staggered three-year terms. In 2024, our Board consisted of three directors in Class I (Mr. Borthwick, Mr. Love and Mr. Philip), three directors in Class II (Mr. Affeldt, Mr. Lauck and Mr. Lerer) and two directors in Class III (Ms. Lyne and Mr. Wiesenthal). The Class I directors are up for election at our 2025 Annual Meeting, the Class II directors will next be up for election at our 2026 Annual Meeting and the Class III directors will next be up for election at our 2027 Annual Meeting.

Nasdaq listing rules require that a majority of the board of directors of a company listed on Nasdaq be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship that, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Based on information provided by each director concerning his or her background, relationship with the Company and its management, employment and affiliations, including family relationships and associations with significant stockholders, the Board has determined that each of Eric Affeldt, John Borthwick, Andrew Lauck, Kenneth Lerer, Reginald Love, Susan Lyne, and Edward Philip is an independent director under the Nasdaq listing rules and that all of such persons are also independent under Rule 10A-3 of the Exchange Act, except Mr. Affeldt. In making these determinations, the Board considered the current and prior relationships that each non-employee director has and will have with Blade and all other facts and circumstances that the Board deems relevant in determining independence.

The standing committees of our Board consist of an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Our Board may from time to time establish other committees. Our Chief Executive Officer, President and other executive officers will regularly report to the non-employee directors and the Audit, Compensation and Nominating and Corporate Governance Committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. Charters for each of these committees, as well as our corporate governance guidelines, is available on the Company’s investor relations website at ir.blade.com.

In 2024, our Audit Committee consisted of Mr. Philip, who served as the Chairperson, Mr. Lauck and Ms. Lyne. We do not expect any changes to the composition of our Audit Committee following the Annual Meeting. Each member of the Audit Committee qualifies as an independent director under the Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 of the Exchange Act. Our Board has determined that Mr. Philip and Mr. Lauck each qualify as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of Nasdaq.

The purpose of our Audit Committee is to assist our Board in discharging its responsibilities relating to:

In 2024, our Compensation Committee consisted of Ms. Lyne, who served as the Chairperson, Mr. Affeldt, Mr. Lerer and Mr. Philip. Following the Annual Meeting, we anticipate that our Compensation Committee will consist of Ms. Lyne, who will continue to serve as the Chairperson, Mr. Affeldt, Mr. Borthwick, Mr. Lerer and Mr. Philip.

The purpose of the Compensation Committee is to assist our Board in discharging its responsibilities relating to:

In 2024, our Nominating and Corporate Governance Committee consisted of Mr. Love, who served as the Chairperson, Mr. Affeldt and Mr. Borthwick. We do not expect any changes to the composition of our Nominating and Corporate Governance Committee following the Annual Meeting.

The purpose of our Nominating and Corporate Governance Committee is to assist our Board in discharging its responsibilities relating to:

We are party to an Investor Rights Agreement with Experience Sponsor LLC (the “Sponsor”) and certain stockholders of Blade, including our Chief Executive Officer, Robert Wiesenthal, and other executive officers of Blade. Pursuant to the Investor Rights Agreement, the Board will nominate a number of individuals designated by the Sponsor for election as its directors at any meeting of its stockholders (each a “Sponsor Director”) such that, following the election of any directors and taking into account any director continuing to serve as such without the need for re-election, the number of Sponsor Directors serving as directors of Blade will be equal to: (a) if the Sponsor (or its permitted transferees) continues to beneficially own at least 50% of the shares of our common stock beneficially owned by the Sponsor at the closing of the Merger, two-sevenths of the total number of directors, rounding up to the nearest whole number, and (b) if the Sponsor (or its permitted transferees) continues to beneficially own at least 25% (but less than 50%) of the shares of our common stock beneficially owned by the Sponsor at the closing of the Merger, one-seventh of the total number of directors, rounding up to the nearest whole number. Once the Sponsor’s ownership falls below an applicable ownership threshold, any then-serving Sponsor Directors in excess of the number of Sponsor Directors that the Sponsor is then entitled to designate shall promptly tender his or her resignation for the consideration of the Board. We have also agreed to take all actions (to the extent such actions are not prohibited by applicable law and within our control) to cause our Chief Executive Officer to serve as a director of the Board.

As of March 24, 2025, the Sponsor had the right to designate three Sponsor Directors. Mr. Affeldt and Mr. Philip are currently serving as Sponsor Directors and the Sponsor waived its right to appoint a third Sponsor Director in connection with the expansion of our Board in March 2023.

On March 27, 2023, the Company and RB Lift entered into a nomination rights agreement (the “Nomination Rights Agreement”), which provided that, for as long as RB Lift and its affiliates beneficially own at least 5.0% of our outstanding common stock, RB Lift was entitled to nominate one director (the “RedBird Nominee”) to serve on our Board as a Class II director and, subject to certain limitations, on the Audit Committee. RB Lift nominated Andrew Lauck, the then-president of RB Lift, as the RedBird Nominee. In the event that the RedBird Nominee ceased to serve as a director (other than the failure of the stockholders of the Company to elect such individual as a director or the termination of the nomination right), RB Lift had the right to designate a replacement nominee. The Nomination Rights Agreement terminated on its terms in 2024 when RB Lift and its affiliates ceased to beneficially own at least 5.0% of our outstanding common stock, but Mr. Lauck has continued to serve on our Board and as a member of our Audit Committee.

In considering director candidates, the Board and the Nominating and Corporate Governance Committee consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, dedication to the Company’s mission, the ability to exercise sound business judgment and the commitment to represent the interests of the Company’s stockholders. Candidates for director nominees will be reviewed in the context of the current composition of the Board, the operating requirements of the Company, the long-term interests of stockholders and any applicable contractual obligations of the Company. In conducting this assessment, the Board and the Nominating and Corporate Governance Committee consider diversity, age, skills, and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, the Board and the Nominating and Corporate Governance Committee intend to review such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Board and the Nominating and Corporate Governance Committee also intend to determine whether the nominee will be independent for Nasdaq purposes and their qualifications for committee service. From time to time, the Board (or the Nominating and Corporate Governance Committee) may change the criteria for membership of the Board to maximize the opportunity to achieve success.

It is Blade’s policy that the positions of Chief Executive Officer and Chairperson of the Board be held by different persons. The Board recognizes, however, that there may be circumstances that arise in the future that would lead it to combine these offices. If the Chairperson is not an independent director, one of the independent directors will be designated by the Board as lead independent director.

Currently, our leadership structure separates the offices of Chief Executive Officer and Chairperson of the Board. We believe this is appropriate as it provides our Chief Executive Officer, Mr. Wiesenthal, with the ability to focus on our day-to-day operations while allowing our Chairman, Mr. Affeldt, to lead our Board in its fundamental role of providing advice to and oversight of management.

The Board has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting to the Board by the Audit Committee. The Audit Committee represents the Board by periodically reviewing our accounting, reporting, financial and cybersecurity practices, including the integrity of our financial statements, the surveillance of administrative and financial controls, and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, internal audit, human resources, information technology, and cybersecurity functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors. In addition, our Board receives periodic detailed operating performance reviews from management and the Audit Committee receives regular updates from our Chief Financial Officer and other members of senior management regarding our continuous improvement projects related to cybersecurity.

During the year ended December 31, 2024, there were five meetings of the Board, four meetings of the Audit Committee, five meetings of the Compensation Committee, and two meetings of the Nominating and Corporate Governance Committee. Each of our directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which they served during the period they served in 2024. Our independent directors meet regularly in executive session. All members of the Board are strongly encouraged to attend our annual meetings of stockholders. Six of our eight directors attended our annual meeting of stockholders in 2024.

Our Board has adopted corporate governance guidelines which describe the principles and practices that our Board will follow in carrying out its responsibilities. These guidelines cover a number of areas including the role, responsibilities, size and composition of the Board, director selection criteria, independence of directors, selection of Chairperson of the Board and Chief Executive Officer, director compensation, change in present job responsibility, director orientation and continuing education, lead director, term limits, Board meetings, Board committees, expectations of directors, management succession planning, evaluation of Board performance, and executive sessions. A copy of our corporate governance guidelines is available on our investor relations website.

Our Nominating and Corporate Governance Committee is responsible for conducting and overseeing annual self-assessments of the Board as a whole and its committees. These assessments include an evaluation of the Board’s and each committee’s contribution and effectiveness in serving the best interests of the Company and its stockholders, specific areas in which the Board and management believe that the performance of the Board and its committees can improve, and overall Board composition and makeup.

Our Nominating and Corporate Governance Committee is responsible for periodically reviewing the Company’s succession plans for the role of Chief Executive Officer and other key executive officers with our Chief Executive Officer and making recommendations to our Board with respect to the selection of appropriate individuals to succeed to these positions.

We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers, employees and consultants. A copy of our Code of Business Conduct and Ethics is available on our investor relations website. We intend to disclose any amendments to or waivers of our Code of Business Conduct and Ethics for executive officers and directors on our investor relations website to the extent required by SEC or Nasdaq rules.

Stockholders and other interested parties may write to our Board, the Chairman, any of the Audit, the Compensation or the Nominating and Corporate Governance Committees, or to our independent directors as a group at Blade Air Mobility, Inc., Attn: General Counsel, 31 Hudson Yards, 14th Floor, New York, New York 10001. The Board will consider stockholder questions and comments to be important and endeavor to respond promptly and appropriately, even though the Board may not be able to respond to all stockholder inquiries directly.

Our Board has developed a process to assist with managing inquiries and communications. The General Counsel will review and compile any stockholder communications and may summarize such communications prior to forwarding to the appropriate party. The General Counsel will not forward communications that are not relevant to the duties and responsibilities of the Board and are more appropriately addressed by management, including spam, junk mail and mass mailings, product or service inquiries, new product or service suggestions, resumes or other forms of job inquiries, opinion surveys and polls, business solicitations or advertisements, or other frivolous communications.

Stockholders who would like to recommend a director candidate for consideration by our Nominating and Corporate Governance Committee must send notice to Blade Air Mobility, Inc., Attn: General Counsel, 31 Hudson Yards, 14th Floor, New York, New York 10001, by registered, certified or express mail, and provide us with a brief biographical sketch of the recommended candidate, a document indicating the recommended candidate’s willingness to serve if elected, and evidence of the stock ownership of the person recommending such candidate. The Nominating and Corporate Governance Committee or its Chairperson will then consider the recommended director candidate in accordance with the same criteria applied to other director candidates, including those described in our corporate governance guidelines and the charter of the Nominating and Corporate Governance Committee, each of which is available on our investor relations website.

If you would like to include a proposal for stockholder consideration in our 2026 proxy statement or bring business before our 2026 Annual Meeting, you must send notice to Blade Air Mobility, Inc., Attn: General Counsel, 31 Hudson Yards, 14th Floor, New York, New York 10001, by registered, certified, or express mail and provide the required information and follow the other procedural requirements described below.

Stockholders who wish to present a proposal in accordance with SEC Rule 14a-8 under the Exchange Act for inclusion in our proxy materials to be distributed in connection with our 2026 Annual Meeting must

submit their proposals in accordance with that rule so that they are received by the General Counsel at the address set forth above no later than the close of business on November 24, 2025. If the date of our 2026 Annual Meeting is more than 30 days before or after May 6, 2026, then the deadline to timely receive such material shall be a reasonable time before we begin to print and send our proxy materials. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received. As the rules of the SEC make clear, simply submitting a timely proposal does not guarantee that it will be included in our proxy materials.

If a stockholder wishes to bring business to a meeting for consideration other than a matter brought pursuant to SEC Rule 14a-8, the stockholder must give our Secretary written notice of the stockholder’s intent to do so and provide the information required by the provision of our bylaws dealing with stockholder proposals and director nominations. The notice of such a proposal or director nomination must be delivered to (or mailed to and received at) the address set forth above no earlier than close of business on January 6, 2026 and no later than close of business on February 5, 2026, unless our 2026 Annual Meeting of stockholders is to be held more than 30 days before, or more than 70 days after, May 6, 2026, in which case the stockholder’s notice must be delivered not earlier than the close of business on the 120th day prior to such 2026 Annual Meeting and not later than the close of business on the later of the 90th day prior to such 2026 Annual Meeting or the 10th day after public announcement of the date of such 2026 Annual Meeting is first made. In the event that the number of directors to be elected at the 2026 Annual meeting is increased and no public announcement naming all of the nominees or specifying the size of the increased Board has been made by January 26, 2026, then notice of a stockholder’s nomination to fill the new position or positions may be delivered to (or mailed to and received at) the address set forth above no later than the close of business on the 10th day after public announcement of such increase is first made. The requirements for such stockholder’s notice are set forth in our bylaws, which are filed as an exhibit to our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. To comply with SEC Rule 14a-19 under the Exchange Act, the universal proxy rule, if a stockholder intends to solicit proxies in support of any director nominees other than those nominated by our Board, then, in addition to the information requirements set forth in our bylaws, such stockholder must provide written notice to our Secretary that sets forth all the information required by SEC Rule 14a-19(b). Such notice must be postmarked or transmitted electronically to the Company at the address set forth above no later than March 7, 2026. We will submit all candidates nominated by a stockholder pursuant to the procedures and requirements outlined in this “Other Stockholder Proposals or Nominations for Presentation at the 2026 Annual Meeting” section to the Nominating and Corporate Governance Committee for its review, and this submission may include an analysis of the candidate from our management. Any stockholder making a nomination in accordance with the foregoing process will be notified of the Nominating and Corporate Governance Committee’s decision. The information contained on or accessible through our corporate websites is not part of or incorporated by reference into this Proxy Statement.

On March 6, 2025, the Audit Committee of our Board appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2025. During our 2024 fiscal year, Deloitte served as our independent accountant and reported on our consolidated financial statements for that year. Prior to the Audit Committee’s appointment of Deloitte for our 2024 fiscal year, Marcum LLP had been our independent auditor at all times since October 2020.

The Board and the members of the Audit Committee believe that the retention of Deloitte as the Company’s independent auditor for the fiscal year ending December 31, 2025 is in the best interests of the Company and its stockholders.

We expect that representatives of Deloitte will attend the Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions.

Although stockholder ratification is not required, the appointment of Deloitte is being submitted for ratification at the 2025 Annual Meeting with a view towards soliciting stockholders’ opinions, which the Audit Committee will take into consideration in future deliberations. If Deloitte’s selection is not ratified at the Annual Meeting, the Audit Committee will consider the engagement of other independent accountants. The Audit Committee may terminate Deloitte’s engagement as our independent accountant without the approval of our stockholders whenever the Audit Committee deems termination appropriate.

Approval of this Proposal 2 requires the affirmative vote (i.e., “FOR” votes) of a majority of the shares present or represented and entitled to vote thereon at our 2025 Annual Meeting. A vote to “ABSTAIN” will count as “present” for purposes of this proposal and so will have the same effect as a vote “AGAINST” this proposal. In the absence of instructions, your broker may vote your shares on this proposal. For more information, see “General Information about the Annual Meeting and Frequency Asked Questions— Voting Instructions and Information—If you do not vote and the effect of broker non-votes.”

The Board recommends that stockholders vote “FOR” ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

The following table sets forth the aggregate fees incurred for Deloitte and Marcum, our independent registered accounting firm for the fiscal years ended December 31, 2024 and December 31, 2023, respectively. These fees are categorized as audit fees, audit-related fees, tax fees, and all other fees. The nature of the services provided in each category is described below the table.

Audit fees. Consist of fees incurred for professional services rendered for the audit of the consolidated financial statements for 2024 and 2023 and review of the quarterly interim consolidated financial statements. These fees also include the review of registration statements and the delivery of consents in connection with registration statements.

Audit-related fees. There were no fees billed by Deloitte or Marcum for professional services rendered for audit-related services for the fiscal years ended December 31, 2024 and December 31, 2023, respectively.

Tax fees. Consist of fees incurred for tax-related services by Deloitte for the fiscal year ended December 31, 2024. These fees primarily related to tax advisory and compliance services. There were no fees billed by Marcum for tax fees for the fiscal year ended December 31, 2023.

All other fees. There were no fees billed by Deloitte or Marcum for professional services rendered for other compliance purposes for the fiscal years ended December 31, 2024 and December 31, 2023, respectively.

The Audit Committee is responsible for engaging Blade’s independent auditors for overseeing and approving our independent auditor’s fees. In the fiscal years ended December 31, 2024 and December 31, 2023, the Audit Committee approved all of Deloitte’s and Marcum’s audit services directly and did not rely on any pre-approval processes or procedures during such periods. Deloitte and Marcum did not provide any non-audit services during these periods.

To the extent the Audit Committee adopts policies and procedures for the pre-approval of audit or non-audit services by its independent auditors for future periods, Blade will disclose such policies and procedures as required.

The Audit Committee of the Board assists the Board in performing its oversight responsibilities for the Company’s financial reporting process and audit process as more fully described in the Audit Committee’s charter. Management has the primary responsibility to establish and maintain a system of internal control over financial reporting, for the financial statements and the reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of its financial statements and internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and to issue reports thereon. The Audit Committee does not provide any expert or other special assurance as to the Company’s financial statements or any expert or professional certification as to the work of our independent registered public accounting firm.

In the performance of its oversight function, the Audit Committee reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2024 with the Company’s management and its independent registered public accounting firm. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. In addition, the Audit Committee received and reviewed the written disclosures and the letter from the Company’s independent registered public accounting firm required by the applicable requirements of the PCAOB regarding such accounting firm’s communications with the Audit Committee concerning independence and has discussed with the Company’s independent registered public accounting firm that firm’s independence and considered whether any “non-audit” services provided by the independent registered public accounting firm are compatible with maintaining its independence.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC.

Audit Committee

 

Notwithstanding any statement in any of our filings with the SEC that might be deemed to incorporate part or all of any filings with the SEC by reference, including this Proxy Statement, the foregoing Audit Committee Report is not incorporated into any such filings.

Summary biographies of our executive officers as of March 24, 2025 (other than Mr. Wiesenthal) are provided below. Information on Mr. Wiesenthal can be found under “Proposal 1: Elect Class I Directors.” All of our executive officers serve at the discretion of our Board.

As required by the Securities Exchange Act of 1934, as amended (“Exchange Act”), we are asking our stockholders to vote, on an advisory (non-binding) basis, on how frequently we should hold future non-binding advisory stockholder votes on the compensation of our named executive officers (a “Say-on-Pay” vote). The first Say-on-Pay vote will occur at this year’s Annual Meeting and, as 2025 is the first year in which we are required to hold a Say-on-Pay vote pursuant to the rules of the SEC, we do not currently have an established frequency for such votes.

Stockholders may vote to indicate that they would prefer that we hold the Say-on-Pay vote at future annual meetings every year, every two years, or every three years, or may abstain from the vote. This vote is commonly known as the “Say-on-Frequency” vote. Public companies are required to hold a “Say-on-Frequency” vote at least once every six years.

After considering the benefits and consequences of each alternative, our Board believes that an annual vote on named executive officer compensation beginning in 2025 will provide stockholders with the opportunity to provide regular direct input to the Board and its Compensation Committee about the Company’s executive compensation program. Such an annual executive compensation advisory vote is consistent with our policy of reviewing our compensation program annually, as well as seeking regular input from our stockholders on corporate governance and executive compensation matters. Additionally, the Board believes that an annual advisory vote will allow stockholders to provide their direct input on our compensation philosophy, policies, and practices as disclosed in future proxy statements on a more timely and more consistent basis than if the vote were held less frequently.

While our Board recommends that a Say-on-Frequency vote occur every year, stockholders are not voting to approve or disapprove of the Board’s recommendation. Rather, you will be able to express your preference regarding the frequency of future say-on-pay votes, as follows: (i) one year, (ii) two years, (iii) three years, or (iv) abstain. Although the Say-on-Frequency vote is advisory, the Board and the Compensation Committee value the opinions of our stockholders and intend to consider our stockholders’ views regarding how often they should have the opportunity to approve our executive compensation program.

The frequency that receives the affirmative vote of the majority of the shares present or represented and entitled to vote thereon at the Annual Meeting will be the frequency recommended by stockholders. If no frequency receives the foregoing vote, then our Board will consider the option of one year, two years, or three years that receives the highest number of votes cast to be the frequency recommended by stockholders. If you abstain from voting on this matter, your shares will be counted as present and entitled to vote on that matter.

The Board recommends that stockholders vote for “ONE YEAR” for the advisory vote on the frequency of future advisory votes on named executive officer compensation.

As required by the Exchange Act, we are asking our stockholders to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement. This proposal, commonly referred to as a “Say-on-Pay” vote, provides our stockholders the opportunity to express their view on our named executive officers’ compensation as a whole. This vote is not intended to address any specific items of compensation or any specific named executive officer but rather the overall compensation of all our named executive officers and the philosophy, policies, and practices described in this proxy statement. This is our first Say-on-Pay vote.

As described more fully in the Executive Compensation section of this proxy statement, our executive compensation program is designed to attract, retain, and motivate individuals to deliver on our annual and long-term business objectives necessary to create stockholder value. Our executive compensation program contains elements of cash and equity-based compensation, including performance-based awards. We encourage stockholders to read the Executive Compensation section of this proxy statement, which describes in detail how our executive compensation policies and procedures operate and are intended to operate in the future. Our Compensation Committee and the Board believe that our executive compensation program fulfills these goals and is reasonable, competitive, and aligned with our performance and the performance of our executives.

You will be able to express your view on this Say-on-Pay vote as follows: (i) for, (ii) against, or (iii) abstain. As an advisory vote, this proposal is not binding upon the Company or our Board. However, our Board and, in particular, the Compensation Committee, which is responsible for the design and administration of our executive compensation program, value the opinions of our stockholders expressed through your vote on this proposal. The Board and the Compensation Committee intend to consider the outcome of this vote in making future compensation decisions for our named executive officers.

Accordingly, we ask our stockholders to vote “FOR” the following resolution at the annual meeting:

“RESOLVED, that the stockholders of Blade Air Mobility, Inc. approve the compensation paid to the Company’s named executive officers for 2024 as described in the proxy statement under “Executive Compensation,” including the executive compensation tables and other narrative disclosure contained therein.”

The affirmative vote (i.e., “FOR” votes) of a majority of the shares present or represented and entitled to vote thereon is required to approve, by a non-binding advisory vote, the compensation of the Company's named executive officers during fiscal year 2024. A vote to “ABSTAIN” will count as present and entitled to vote on that matter and so will have the same effect as a vote “AGAINST” this proposal.

The Board recommends that stockholders vote “FOR” the advisory vote on the compensation of our named executive officers for 2024 as described in the proxy statement under “Executive Compensation,” including the executive compensation tables and other narrative disclosure contained therein.

This section discusses the material components of the executive compensation program for our named executive officers.

Our named executive officers, consisting of our principal executive officer and the next two most highly compensated executive officers, for fiscal year ended December 31, 2024 (“FY2024”) were:

At the Annual Meeting, we will conduct a non-binding stockholder advisory vote on the compensation of our named executive officers (commonly known as a “Say-on-Pay” vote). We value the opinions of our stockholders, and the Compensation Committee and the Board of Directors expect to consider the outcome of this vote when making future compensation decisions for the named executive officers.

Our executive compensation program is based on an underlying belief that compensation should attract, engage and retain high caliber talent and align the interests of our executives with the interests of our stockholders.

To meet this challenge, we have embraced a “pay for performance” compensation philosophy that is heavily weighted toward variable, at-risk pay through short-term cash incentives and long-term equity awards. Our goal is to provide our named executive officers with primarily performance-based compensation designed to help us retain our management team over a longer timeline and to align their interests with the long-term interests of our company and stockholders. The Compensation Committee evaluates both overall company and individual executive performance when determining equity awards in order to motivate our executive officers and reward performance.

Approximately 90% of each of our named executive officers’ target 2024 compensation was variable, performance-based and at-risk, consisting of the 2024 short-term incentive plan (the “2024 STIP”) and performance-based restricted stock units (“PSUs”). In addition, 100% of the long-term incentive equity that the Compensation Committee granted to our named executive officers in FY24 was in the form of PSUs which are subject to rigorous and challenging performance measures that will be determined over a four-year performance period.

The Compensation Committee thus established a strong link between pay and performance for our named executive officers through the 2024 STIP and PSUs, ensuring an alignment of interests between the named executive officers and those of our shareholders.

The Compensation Committee did not change the base salary of our Chief Executive Officer for 2024. The Compensation Committee adjusted annual base salaries for our other named executive officers to maintain market competitive pay, as determined by reference to comparable positions at the peer group companies.

Our 2024 STIP was based on achievement of specified Adjusted EBITDA performance goals. The Compensation Committee used an Adjusted EBITDA measure to focus executive officers on the critical strategic priority of achieving our first profitable year on an Adjusted EBITDA basis in 2024. Specifically, the Compensation Committee set the target for Adjusted EBITDA at $500,000, which if achieved would represent an improvement of greater than $17 million compared to our negative $16.6 million Adjusted EBITDA in 2023. For 2024, our Adjusted EBITDA increased to $1,205,000. Based on this financial result, the Compensation Committee determined that the Adjusted EBITDA performance condition was achieved at 108%, which represented 141% of the target Adjusted EBITDA.

As discussed in further detail below, on March 8, 2024, in lieu of cash payments, the Compensation Committee elected to award the named executive officers 20% of their respective 2023 short-term incentive plan (the “2023 STIP”) target bonus opportunities in the form of restricted stock units (“RSUs”) that vested almost immediately.

In 2024, the Compensation Committee, with the assistance of its independent compensation consultant, took the first step toward growing the performance nature of long-term incentive equity grants by introducing PSUs. As discussed below, the Compensation Committee viewed incentivizing long-term focus on profitability on an Adjusted EBITDA basis, together with incentivizing improvements to Free Cash Flow, as critical measures. The PSUs represented approximately 82% of the named executive officers’ target pay in 2024.

The Compensation Committee established a four-year performance period between from January 1, 2024 to December 31, 2027 with respect to achievement of the PSU performance measures. Each named executive officer will vest in any PSUs only if he or she is in continued service on the date that the Compensation Committee determines that the specified performance measures were achieved. The Compensation Committee structured the PSUs to motivate executive officers to achieve multi-year strategic goals and deliver sustained long-term value to stockholders, and to reward them for doing so.

On March 6, 2025, the Compensation Committee determined that the Company met the threshold achievement under the 2024 PSU grant due to the Company’s attainment of positive Adjusted EBITDA for FY2024, resulting in the vesting of 20% of the PSUs that the Compensation Committee had awarded in March 2024.

The Compensation Committee of the Board sets our executive compensation philosophy and oversees our compensation and benefits programs. The Compensation Committee oversees and determines the compensation of the Chief Executive Officer and other executive officers. The Compensation Committee has the authority to establish the compensation mix it believes is appropriate for each named executive officer, as well as any performance measures, goals, targets and business objectives that may be applicable with respect to any component of such compensation mix. The Compensation Committee determines the benefits and severance arrangements, if any, that we make available to executive officers. The Compensation Committee may, if it deems it appropriate, make recommendations to the Board with respect to executive compensation for Board determination and approval.

The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program and establishes the annual compensation, including salaries, short-term incentive plan (“STIP”), and equity awards, for our Chief Executive Officer and other executive officers. For executive officers other than the Chief Executive Officer, the Compensation Committee

solicits and considers evaluations and recommendations by the Chief Executive Officer. Our Chief Executive Officer reviews the performance of our other named executive officers with our Compensation Committee, but no other named executive officer or employee reviews the performance of our named executive officers. The Compensation Committee gives considerable weight to the Chief Executive Officer’s evaluations of our other executive officers because of his direct knowledge of these individuals’ performance and contributions. In the case of the Chief Executive Officer, the Compensation Committee evaluates his performance and determines any adjustments to his base salary or STIP, as well as equity awards to be granted. Our Chief Executive Officer does not participate in deliberations or decisions regarding his compensation. The Compensation Committee does not delegate authority to approve executive officer compensation.

Generally, the Compensation Committee’s process includes two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. In FY2024, the Compensation Committee granted the annual long-term incentive award in the form of PSUs and determined the performance objectives for that award.

The Compensation Committee has authority under its charter to obtain, at the expense of the Company, advice and assistance from internal or external legal, accounting or other advisors and consultants as it deems necessary or appropriate in the performance of its duties. In addition, the Compensation Committee has sole authority to retain a compensation consultant to assist it in the evaluation of director and executive officer compensation.

The Compensation Committee retained Aon’s Human Capital Solutions Practice, a division of Aon (“Aon”), as its compensation consultant in FY2024. Aon reported directly to the Compensation Committee, attended meetings and provided advice to the Compensation Committee. Aon prepared analyses for the Compensation Committee based on its review of market data that it believed to be relevant, including compensation levels at, and the financial performance of, a comparator group of companies identified for relevant periods.

Aon met with the Compensation Committee and with management to solicit input on job scope, performance, retention and other relevant factors. Aon then prepared reports for the Compensation Committee with respect to compensation opportunities of the applicable executive officers and the reasonableness of such recommendations. Aon worked independently with the Compensation Committee Chairperson to develop recommendations for the compensation of our Chief Executive Officer, President, Chief Financial Officer and other members of our senior management team. Aon also advised the Compensation Committee on compensation-related developments and best practices.

The Compensation Committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules. In doing so, the Compensation Committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence. The Compensation Committee also considered the nature and amount of work performed for the Compensation Committee and the fees paid for those services in relation to the firm’s total revenues. Based on its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that there are no conflicts of interest, and that Aon is independent.

We use a peer group to provide a broad perspective on competitive pay levels and practices. The Compensation Committee, with the assistance of Aon, in May 2023 adopted a peer group consisting of similar companies with respect to sector, market capitalization and revenue for use in connection with decisions about 2024 executive compensation. The peer group was ultimately chosen based on the following characteristics:

The Compensation Committee also focused on fast-growing companies by reference to the trailing-twelve-month and next-twelve-month revenues. Based on the above-described market data, Aon compiled, and the Compensation Committee approved, a peer group of companies, and this group was used to make the relevant compensation assessments for 2024. The following companies were included in this peer group:

Blade was at the 38^th percentile of market capitalization and the 41^st percentile of revenue of the companies in the adopted peer group as of the time that peer group analysis was conducted in May 2023.

The Compensation Committee reviews the compensation peer group annually to ensure that the companies in the group are appropriate comparator companies.

The Company assesses the effectiveness of the executive compensation program from time to time and reviews risk mitigation and governance matters, which includes, without limitation, the following best practices:

On November 13, 2023, the Compensation Committee approved the overall compensation of our named executive officers for the 2024 fiscal year (the “November Compensation Determinations”), which included approvals of the following compensation components for each respective named executive officer: (1) base salary; (2) short-term incentive plan target opportunity under the 2024 STIP; and (3) the number of PSUs to be approved by the Compensation Committee in 2024 (with such 2024 approval to include the performance and vesting conditions applicable to such PSUs). The number of PSUs was determined by dividing the selected “target value” of the PSUs by the average closing price of the Company’s common stock in the 30 calendar days leading up to the November Compensation Determinations. The 2024 STIP was approved, and the PSUs were granted, by the Compensation Committee on March 8, 2024.

We provide each named executive officer with a base salary for the services that the executive officer performs for us. Base salaries were initially set at the time each named executive officer commenced employment with us and are reviewed annually. The Compensation Committee, in setting future salary determinations, will take into account a range of factors, which may include some or all of the following: the named executive officer’s position and responsibilities associated with that position; length of service; experience, expertise, knowledge, and qualifications; market factors; the industry in which we operate and compete; recruitment and retention factors; the named executive officer’s individual compensation history; salary levels of the other members of our executive team and similarly situated executives at comparable companies; and our overall compensation philosophy.

For 2024, our Board of Directors approved increases to base salaries for Ms. Tomkiel and Mr. Heyburn based on factors evaluated by the Compensation Committee, including performance and evaluation of the third-party market compensation data provided by Aon, as necessary to be competitive with our peer group. Our Board of Directors reviewed our Chief Executive Officer’s base salary, determined that no adjustment was necessary and therefore his salary remained the same in 2024 as for the prior year. The 2024 base salaries became effective on January 1, 2024.

In March 2024, the Compensation Committee established the 2024 STIP for eligible employees. The 2024 STIP was a cash based sub-plan of the 2021 Omnibus Incentive Plan (the “2021 Plan”), which is designed to pay out if certain performance-based objectives are achieved by the Company during the performance period from January 1, 2024 to December 31, 2024. If the Company achieves at least the threshold performance objective, the 2024 STIP was designed to provide each named executive officer with a cash bonus equal to a specified percentage of his or her salary, with the payout made by March 15, 2025.

For 2024, the Compensation Committee established the following annual cash incentive targets for our named executive officers:

Our Compensation Committee selected Adjusted EBITDA as our corporate objective for 2024 because it is aligned with our critical strategic priorities of improving profitability and controlling expenses. Adjusted EBITDA is a non-GAAP financial measure which, for purposes of the 2024 STIP, was defined as the Company’s earnings (loss) before interest, taxes, depreciation and amortization, subject to certain other adjustments made with respect to non-cash, extraordinary, unusual or infrequently occurring events, as reported in the earnings release included in the Company’s Form 8-K reporting results for fiscal year 2024.

The Compensation Committee set the target for Adjusted EBITDA at a level that it considered rigorous and challenging. Corporate performance needed to exceed a threshold level of performance to achieve a payout. The Adjusted EBITDA target was set more than $17 million above the prior year’s actual performance, reflecting management’s confidence that the Company would achieve a positive Adjusted EBITDA for FY2024. The Compensation Committee set a threshold level of performance that is not significantly below the target level, ensuring that the Company had to approach the target level to achieve a payout. The Compensation Committee set a maximum level of performance equal to ten times the target, a level that required exceptionally strong performance and represented a significant challenge.

The table below reflects the threshold, target, and maximum Adjusted EBITDA levels and corresponding payouts that our Compensation Committee established for 2024:

The Compensation Committee established that if Adjusted EBITDA performance pre-STIP payout resulted in performance between target and maximum, the payout would be calculated using straight-line interpolation between target and actual performance. However, if pre-payout performance fell between threshold and target, payout would be at threshold, in order to underscore the importance of achieving target performance. The cash incentives under the 2024 STIP were capped at a maximum of 150% of each named executive officer’s target bonus opportunity.

In March 2025, the Compensation Committee determined that the Company achieved Adjusted EBITDA for 2024 of $1,205,000, which resulted in a 108% payout of the target bonus percentage. As such, $810,000, $425,250 and $405,000 was paid to each of Mr. Wiesenthal, Ms. Tomkiel and Mr. Heyburn, respectively, in cash in early 2025. Adjusted EBITDA is a financial measure not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). See Appendix 1 for a reconciliation of Adjusted EBITDA to the nearest GAAP measure.

In March 2024, to further align the interests of the executive officers and stockholders and to conserve cash, the Compensation Committee awarded 20% of each respective named executive officer’s 2023 STIP target bonus opportunity as RSUs, rather than paying their respective 2023 STIP payouts entirely in cash as was done for most other employees. As they were granted to our named executive officers in lieu of cash, these RSUs vested approximately three weeks after grant and thus help align the named executive officers’ interests with the interests of stockholders by promoting the creation of long-term value. The Compensation Committee established that the portions of each named executive officer’s 2023 STIP payout that would be paid in RSUs was $150,000, $75,000 and $67,500 for each of Mr. Wiesenthal,

Ms. Tomkiel and Mr. Heyburn, respectively. The value was converted to a number of RSUs by dividing the target value by the average closing price of the Company’s common stock in the 30 calendar days prior to the date of the Compensation Committee’s March 8, 2024 action approving the award, resulting in awards of 45,672, 22,836 and 20,552 RSUs to each of Mr. Wiesenthal, Ms. Tomkiel and Mr. Heyburn, respectively.

Our equity-based incentive awards are designed to align our named executive officers’ interests with those of the Company and our stockholders. Our Compensation Committee is responsible for approving equity grants for the named executive officers.

We have, since 2021, used time-vesting RSUs exclusively as the vehicles for long-term incentive compensation for our executive officers because RSUs align the interests of our executive officers with the interests of our stockholders generally and provide some value even during periods of market or stock price underperformance. At this critical time in our Company’s development, we introduced PSUs to increase the performance-based nature of the program and to ensure that our named executive officers remain focused on long-term goals to power our company into the future. In 2024, with the exception of the RSUs granted in March 2024 as part of the 2023 STIP payout, the only equity awards granted to our named executive officers were PSUs.

In 2024, in order to increase the performance-based component of our program, we introduced grants of PSUs to our equity grants. As the Company has evolved and grown, the Compensation Committee determined that it would be appropriate for the form of long-term incentives awarded to our executives to evolve to include performance-based equity.

The Compensation Committee determined that the PSUs will become earned based on the achievement of five Adjusted EBITDA performance conditions (as to 70% of the award), one Free Cash Flow performance condition (as to 15% of the award) and one commercial milestone related to transition to electric vertical aircraft (as to 15% of the award), with achievement to be determined over a four-year Performance Period from January 1, 2024 to December 31, 2027.

The Compensation Committee selected various levels of achievement of Adjusted EBITDA as a performance measure for the PSUs and gave it the largest total overall weighting because it is a critical measure of the financial performance of our Company and a key measure of profitability aligned to growing long-term shareholder value. The Board and management, as well as our investors, used Adjusted EBITDA as a primary means of measuring the Company’s performance across periods.

The Compensation Committee selected a specified achievement of Free Cash Flow as a performance measure for the PSUs because it provides important insights into the cash-generating capability of our business, as well as the importance of the efficient use of cash on our ability to fund investments in our business. The amount of free cash flow that we generate is essential for us to maintain appropriate working capital, pay down debt, and otherwise deploy capital. Free Cash Flow for purposes of the PSUs is a non-GAAP financial measure defined as the Company’s Operating Cash Flow less Capital Expenditures and depreciation related to aircraft and vehicles, but excluding any Capital Expenditures related to the same. The Compensation Committee designed this specific measure, which is burdened by the depreciation associated with owned aircraft and capitalized aircraft maintenance, but excludes capital expenditures related to the same, so as not to incentivize or disincentivize further investment in owned aircraft in any particular reporting period.

The final performance measure selected by the Compensation Committee is a commercial milestone tied to the expected eventual transition to EVA. Since we believe it is important to be prepared for entry of EVA into our accessible fleet when EVA become readily available and economically viable to do so, we have included a commercial milestone goal related to EVA. While the EVA commercial milestone is a measure

that the Compensation Committee views as important, the Compensation Committee recognizes that it may not be achievable because of actions that are independent of the Company, in which event the PSUs associated with that milestone would be reallocated equally to the remaining unachieved performance measures determined as of the end 2026.

Each performance measure related to Adjusted EBITDA or Free Cash Flow is measured on a trailing four-quarter basis, at the end of each quarter in the four-year performance period. After the end of each fiscal quarter during the performance period, the Compensation Committee will determine if any performance measures were achieved, and if so, will calculate the corresponding number of PSUs that will vest with respect to each performance measure. The performance measures are measured independently of each other, such that the achievement of one performance measure following a given fiscal quarter does not impact the number of PSUs that will vest if another performance measure is achieved following that same fiscal quarter. Each named executive officer will vest in any PSUs only if he or she is in continued service on the date that the Compensation Committee determines that the specified performance measures were achieved.

The Compensation Committee may adjust the established performance measures for the impact of unusual and nonrecurring significant events, including, but not limited to, new business investment, business continuity disruptions, restructuring initiatives, mergers and acquisitions, financing, litigation, regulatory matters, accounting changes and currency or interest rate fluctuation in its discretion in a manner as reasonably determined by the Compensation Committee to preserve the original economic intent of the performance measures without diluting or enlarging the participants’ rights thereunder.

The Compensation Committee determined the number of PSUs to be awarded to the named executive officers as follows:

For the four fiscal quarters ended December 31, 2024, the Compensation Committee measured performance for the Adjusted EBITDA and Free Cash Flow metrics. On March 6, 2025, the Compensation Committee determined that the Company achieved the first of the five Adjusted EBITDA performance conditions, having achieved Adjusted EBITDA of $1,205,000 for 2024, resulting in 20% of the PSUs becoming vested for each of the named executive officers.

The Board has approved a flight benefit policy for the Company’s Directors and named executive officers (the “Flight Benefit Policy”), similar to those provided to executives at other companies in the aviation industry. The Flight Benefit Policy provides that the Company’s Chief Executive Officer is entitled to $50,000, and all other named executive officers and directors are entitled to $25,000, in personal travel on Company flights during each calendar year. Flight benefits are not integrally related to the other pay elements provided to our named executive officers but rather serve to align our executives’ interests with the passengers who use our services by allowing our executives to experience our services and operations first-hand. Participants are responsible for all imputed income related to this benefit.

We do not provide any other perquisites or other personal benefits to our named executive officers.

As a condition of employment, each of our named executive officers has entered into our standard at-will employment, confidential information, invention assignment and arbitration agreement, which includes the following restrictive covenants: (i) perpetual confidentiality and non-disclosure; (ii) 12-month post-termination non-competition; (iii) 12-month post-termination non-solicitation of customers and non-interference with franchisees, joint ventures, suppliers, vendors or contractors; and (iv) 12-month post-termination non-solicitation and no-hire of employees.

Additionally, Mr. Wiesenthal’s offer letter from the Company, dated September 1, 2015, generally provides for at-will employment, an annual base salary, reimbursement of reasonable business expenses in accordance with Company policies, and a gross-up for any qualified business expense reimbursement that is deemed includable in Mr. Wiesenthal’s taxable income.

Ms. Tomkiel’s letter agreement with the Company, dated July 1, 2019, generally provides for at-will employment and an annual base salary.

The Compensation Committee has adopted the Blade Air Mobility, Inc. Change in Control Severance Plan (the “Severance Plan”). Each of the named executive officers participate in the Severance Plan. The Severance Plan provides participants who are terminated without “Cause” or, solely in the case of the Company’s Chief Executive Officer, for “Good Reason” outside of a “Change in Control” (each term as defined in the Severance Plan) with (i) a lump sum cash payment of 1.5x base salary for the Chief Executive Officer, and 1x base salary for the other named executive officers, and (ii) payment of premiums under the Company’s health plan for up to 18 months for the Chief Executive Officer and up to 9 months for the other named executive officers. The Severance Plan provides participants who are terminated without Cause or for Good Reason during a Change in Control protection period with (i) a lump sum cash payment of 2x base salary for the Chief Executive Officer, and 1.0x base salary for the other named executive officers, (ii) a lump sum cash payment equal to the participant’s target bonus prorated based on the number of days the participant was employed during the fiscal year in which the date of termination occurs, (iii) payment of premiums under the Company’s health plan for up to 24 months for the Chief Executive Officer and up to 12 months for the other named executive officers, and (iv) 100% acceleration of outstanding time-based equity awards. The Change in Control protection period extend from 3 months before any Change in Control through 12 months following such Change in Control. Participants must sign a general release of claims against the Company to receive any benefits under the Severance Plan.

In addition to the Severance Plan, for PSU awards granted in 2024, there are severance protections including:

The PSU award agreement defines the terms “Cause”, “Good Reason” and related terms with respect to the PSUs.

We approved a clawback policy in compliance with the SEC’s and Nasdaq’s final rules. Our clawback policy requires the repayment of certain cash and equity-based incentive compensation provided to current or former executive officers in connection with a restatement of financial statements if such compensation exceeds the amount that the executive officers would have received based on the restated financial statements.

We have adopted an insider trading policy called the Blade Air Mobility, Inc. Policy Statement on Securities Trades by Company Officers, Directors and Employees (our “Insider Trading Policy”), a copy of which is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024. It governs transactions involving Company securities by our directors, officers, employees and certain of their respective family members, households, and controlled entities.

Our Insider Trading policy expressly prohibits each of our directors, officers, and employees from engaging in any speculative trading or hedges, including a prohibition on selling short the Company’s equity securities or purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s securities.

Our Insider Trading Policy also prohibits our directors, officers, and employees and certain of their family members and members of their households from purchasing the Company’s securities on margin, borrowing against any account in which the Company’s securities are held, or pledging the Company’s securities as collateral for a loan.

In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with all applicable insider trading laws, rules and regulations and applicable listing standards. It is our general practice to have our General Counsel or her designee review in advance any plans for transactions involving Company securities to be undertaken by the Company.

We believe that these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

Our Board adopted stock ownership and retention guidelines for our executive officers and our non-employee directors in May 2022. We believe that stock ownership is an important tool to strengthen the alignment among our executive officers, directors and our stockholders, and to demonstrate good corporate governance. Each executive officer and director is expected to satisfy the guidelines within five years after becoming subject to the guidelines. Executive officers and directors are expected to remain in continuous compliance with the applicable ownership threshold once compliance has been achieved.

Any participant subject to our stock ownership guidelines that the Compensation Committee determines is not in compliance with the guidelines is required to retain (and not dispose of or otherwise transfer) 100% of all “net shares” received upon vesting and/or exercise of equity awards granted under the

Company’s equity incentive plans until the Compensation Committee has determined that the participant is in compliance with the guidelines. For purposes of the guidelines, “net shares” include shares of common stock that remain after payment of the applicable exercise or purchase price and all applicable withholding taxes.

Stock ownership levels are calculated as of the end of the Company’s fiscal year, with the participant’s annual cash retainer or base salary (as in effect on the first day of the year) used as the basis for the calculation. For purposes of the guidelines, RSUs (whether or not vested), and Company stock owned directly or beneficially owned by a participant or the participant’s immediate family members, will count toward determining compliance. However, shares underlying unexercised stock options and unearned PSUs do not count in determining compliance with the stock ownership guidelines.

As of December 31, 2024, none of our executive officers or non-employee directors were out of compliance with the stock ownership and retention guidelines.

The following table provides summary information concerning compensation earned by our named executive officers for services rendered during FY2024 and FY2023, respectively.

The following table provides information regarding outstanding equity awards made to our named executive officers as of December 31, 2024.