SEC Form DEF 14A filed by Strata Critical Medical Inc.

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

666 Third Avenue, 25th Floor

New York, NY 10017

917-781-3190

April 14, 2026

Dear Fellow Stockholder:

On behalf of the Board of Directors and management of Strata Critical Medical, Inc. (formerly known as Blade Air Mobility, Inc.), we cordially invite you to attend our annual meeting of stockholders on Thursday, May 28, 2026 at 9:00 a.m. (Eastern Time). The 2026 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the 2026 Annual Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/SRTA2026. 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 i of the proxy statement.

We encourage you to vote your shares as promptly as possible, regardless of whether you plan to attend the 2026 Annual Meeting. Submitting your proxy in advance of the 2026 Annual Meeting will ensure that your shares are represented and voted at the 2026 Annual Meeting in accordance with your instructions.

Thank you for your continued support of Strata Critical Medical, Inc.

May 28, 2026

www.virtualshareholdermeeting.com/SRTA2026

You can attend the 2026 Annual Meeting online through our live webcast, vote your shares electronically and submit your questions during the 2026 Annual Meeting, by visiting www.virtualshareholdermeeting.com/SRTA2026. 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 2026 Annual Meeting.

AGENDA:

Only stockholders of record as of March 31, 2026 will be entitled to attend and vote at the 2026 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 2026 Annual Meeting for a period of 10 days prior to the 2026 Annual Meeting by contacting our Investor Relations department at [email protected] and during the 2026 Annual Meeting at www.virtualshareholdermeeting.com/SRTA2026.

Please note that if you held common stock on March 31, 2026 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 2026 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 2026 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.

April 14, 2026

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 April 14, 2026.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS:

This Proxy Statement (this “Proxy Statement”) and our annual report for the fiscal year ended December 31, 2025 (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 Strata Critical Medical, Inc. in connection with our annual meeting of stockholders for the calendar year ended December 31, 2025 (the “Annual Meeting” or the “2026 Annual Meeting”). As used herein, the terms “Strata,” the “Company,” “we,” “us,” or “our” refer to Strata Critical Medical, Inc. (f/k/a 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 (the “EIC Merger”) of privately held Blade Urban Air Mobility, Inc. (“OldCo”) with and into a subsidiary of EIC, resulting in OldCo becoming a wholly owned subsidiary of EIC on May 7, 2021, and EIC changed its name to Blade Air Mobility, Inc.

To assist you in reviewing the proposals to be voted upon at our 2026 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.

Strata is a time-critical logistics and medical services provider to the U.S. healthcare industry. We operate one of the nation’s largest air transport and surgical services networks for transplant hospitals and organ procurement organizations (“OPOs”), offering an integrated “one call” solution for donor organ recovery.

Strata’s core services include air and ground logistics, organ placement, surgical organ recovery, normothermic regional perfusion and preservation for the transplant industry, as well as perfusion staffing and equipment solutions for cardiovascular surgery centers, offered under the Trinity Medical Solutions (“Trinity”) and Keystone Perfusion Services (“Keystone”) brands.

Strata’s mission is to increase the number of organs that are successfully transplanted while leveraging the Company’s expertise and resources to provide other medical and logistics services to a broader customer base. Strata’s goals are closely aligned with those of all participants in the transplant ecosystem, including transplant centers, regulators, OPOs and other service providers. We believe that, by working with Strata, industry participants can save money, save more lives and operate more efficiently.

Strata operates across two operating segments: Logistics and Clinical, offering a variety of logistics and clinical services related to organ transplant and the broader healthcare industry. All of Strata’s services are provided to transplant centers, OPOs, hospitals or other businesses that pay the Company directly.

Logistics Segment: Our Logistics segment is marketed under the Trinity brand name and includes the following:

Clinical Segment: Our Clinical segment is marketed under the Keystone brand name and includes the following:

In August 2025, the Company, previously known as Blade Air Mobility, Inc., sold its passenger business to Joby Aero, Inc. (the “Joby Buyer”), a subsidiary of Joby Aviation, Inc. (“Joby Aviation”) and rebranded as Strata, with its ticker symbol changing from “BLDE” to “SRTA”.

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

Mr. Eric Affeldt will not be standing for re-election at the 2026 Annual Meeting, and Ms. Susan Lyne has submitted a letter of resignation from the Board and each of its committees effective as of the 2026 Annual Meeting. We thank them for their service to the Company.

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Mr. Heyburn and Mr. Lauck to serve for a term expiring at the Annual Meeting of Stockholders for the calendar year ending December 31, 2028 (the “2029 Annual Meeting”) and until their successors are duly elected and qualified. If re-elected, the independent members of the Board intend to appoint Mr. Lauck to serve as Lead Independent Director, succeeding Mr. Affeldt, effective immediately following the 2026 Annual Meeting.

Unless otherwise specified in this Proxy Statement, the shares voted pursuant thereto will be cast for each of Mr. Heyburn and Mr. Lauck. 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 who will continue serving on the Board after the 2026 Annual Meeting. References to service on our Board prior to May 7, 2021 refer to service on the board of directors of EIC. Following the 2026 Annual Meeting, assuming the election of the nominees and the effectiveness of the resignation described above, the Board is expected to consist of seven directors.

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

The Board is committed to maintaining a balanced mix of skills, experiences and diverse perspectives that support the Company’s long-term strategy, risk profile and effective oversight. Because the Company operates in a complex and evolving environment, the Board regularly evaluates its composition to ensure it has the right capabilities to oversee our strategic priorities, key risks and long-term value creation.

The matrix below summarizes certain core skills and areas of experience that the Board has identified as most relevant to the Company’s business. A mark in the matrix indicates that the Board has determined that a director possesses meaningful knowledge or expertise in that area. The matrix is intended as a summary and does not capture all of the qualifications or contributions of any director, and the absence of a mark for a particular skill does not mean that a director lacks that attribute.

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 two nominees receiving the highest number of votes at the 2026 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 Strata are managed under the direction of the Board. We have a classified Board, with members of each class serving staggered three-year terms. Our Board currently consists of three directors in Class I (Mr. Cook, Mr. Love and Mr. Philip), three directors in Class II (Mr. Affeldt, Mr. Heyburn and Mr. Lauck), and three directors in Class III (Ms. Lyne, Ms. Tomkiel and Mr. Wiesenthal).

The Class II directors are up for election at our 2026 Annual Meeting, the Class III directors will next be up for election at our 2027 Annual Meeting, and the Class I directors will next be up for election at our 2028 Annual Meeting. As described above, Mr. Affeldt is not standing for re-election and Ms. Lyne will retire from the Board and each of its committees at the conclusion of the Annual Meeting. Following the Annual Meeting, assuming the election of the nominees named above, the Board expects to consist of seven directors, with three directors in Class I, two directors in Class II, and two directors in Class III.

In accordance with Company’s Certificate of Incorporation, except as otherwise provided in the Investor Rights Agreement described below, the Board is responsible for appointing directors to the Board, either to fill a vacancy or as an addition to the existing Board.

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.

We are party to an Investor Rights Agreement with Experience Sponsor LLC (the “Sponsor”) and certain stockholders of OldCo, including our Non-Executive Chairman, Robert Wiesenthal, and other executive officers of Strata. 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 EIC 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 EIC 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 April 14, 2026, 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 August 2025, in connection with the sale of the passenger business, we entered into a Transition and Transaction Bonus Agreement (the “Transition Agreement”) with Mr. Wiesenthal. Pursuant to the terms of the Transition Agreement, Mr. Wiesenthal was appointed as our Non-Executive Chairman and will continue to serve as a member of the Board and as its Non-Executive Chairman until he voluntarily resigns or is removed from such positions in accordance with the Company’s governance documents and applicable law. The Transition Agreement further provides that if at any time his beneficial ownership of our common stock drops below 5%, the Board may request that he tender his resignation as Non-Executive Chairman and if his beneficial ownership drops below 5% at any time prior to February 28, 2027 (the 18-month anniversary of the sale of the passenger business), the Board may request that Mr. Wiesenthal tender his resignation as a member of the Board.

Stockholders who would like to recommend a director candidate for consideration by our Nominating and Corporate Governance Committee must send notice to Strata Critical Medical, Inc., Attn: General Counsel, 666 Third Avenue, 25th Floor, New York, New York 10017, 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.

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, Will Cook, Andrew Lauck, Reginald Love, Susan Lyne, and Edward Philip is an independent director under the Nasdaq listing rules and qualify as independent directors of the Company. In addition, the Board has determined that each of John Borthwick and Kenneth Lerer was an independent director during their service in 2025 until each resigned on August 29, 2025. In making these determinations, the Board considered the current and prior relationships that each non-employee director has and will have with

Strata and all other facts and circumstances that the Board deems relevant in determining independence. Mr. Heyburn and Ms. Tomkiel were determined not to be independent due to their service as our Co-Chief Executive Officers, and Mr. Wiesenthal was determined not to be independent due to his prior service as our Chief Executive Officer.

In addition, the Board has determined that each member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee who served on such committee at any time during the last year satisfied all applicable independence requirements for service on that committee under the Nasdaq listing rules, including the independence requirements for compensation committee members set forth in Nasdaq Rule 5605(d), and, in the case of the Audit Committee, the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In August 2025, as part of the consideration and approval of the sale of the passenger business and approval of our CEO succession plan, the Board elected our former CEO, Robert Wiesenthal, to serve as Non-Executive Chairman. At the same time, the Board designated the Company’s former Chairman, Mr. Affeldt, as the Lead Independent Director. The Board believes that having Mr. Wiesenthal serving in the role of Non-Executive Chairman for a period of time following the CEO transition would help to ensure a smooth transition for the Co-Chief Executive Officers, Mr. Heyburn and Ms. Tomkiel, into their new roles and would provide continuity for stockholders and employees. In addition, due to his long period of leadership of the Company, the Board believes that Mr. Wiesenthal’s role as Non-Executive Chairman will provide our independent directors with greater insight into the needs of the business. Pursuant to the terms of the Transition Agreement, Mr. Wiesenthal will continue to serve as our Board’s Non-Executive Chairman until he voluntarily resigns or is removed; provided that the Board may request his resignation as Non-Executive Chairman if at any time his beneficial ownership drops below 5% of outstanding shares of our common stock.

The Board has appointed Mr. Lauck, an independent director, to serve as Lead Independent Director, effective immediately following the 2026 Annual Meeting and assuming his election at the annual meeting. Mr. Lauck will succeed Mr. Affeldt, who is not standing for re-election.

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

It is Strata’s policy that the positions of Chief Executive Officer and Chairman 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 the Board to combine these offices. If the Chairman is not an “independent member” of the Board, then the independent members of the Board will elect one of their number to serve as lead independent director. An “independent member” of the Board for these purposes is a member of the Board who is an independent director under the Nasdaq listing rules and has never served as an officer of the Company (except on an interim basis).

The Board is confident that the duties and responsibilities allocated to the Lead Independent Director, together with its other corporate governance practices and strong independent board, provides appropriate and effective independent oversight of management.

The Lead Independent Director’s responsibilities outlined in our Corporate Governance Guidelines include the following:

In addition to the responsibilities outlined above, the Lead Independent Director also:

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.

Our Board has adopted corporate governance guidelines that 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 Chairman 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 at ir.stratacritical.com.

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. The results of the assessments are then discussed by the Board with a view toward taking action to address any issues presented.

During 2025, there were four meetings of the Board, four meetings of the Audit Committee, four meetings of the Compensation Committee, and four meetings of the Nominating and Corporate Governance Committee. Each of our directors attended at least 75% of the aggregate number of meetings of the Board and the committees of the Board on which they served during the period they served in 2025.

Although we do not have a formal policy regarding attendance by Board members at annual general meetings of stockholders, we encourage our directors to attend such meetings. Six of our directors then serving on the Board attended our annual meeting of stockholders in 2025.

Executive sessions, which are meetings at which only independent directors are present, are regularly scheduled throughout the year, typically at the time of each regular Board meeting and as frequently as such independent directors deem appropriate. The Lead Independent Director, or in his absence a director designated by the independent directors, presides at the executive sessions.

Our Board has established three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Our Board may from time to time establish other committees. Our Co-Chief Executive Officers 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, are available on the Company’s investor relations website at ir.stratacritical.com.

The following table provides membership and meeting information for fiscal year ended December 31, 2025 for each of the standing committees of the Board:

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

Our Audit Committee currently consists of Mr. Lauck, who serves as the Chairman, Mr. Philip and Ms. Lyne. As previously disclosed, Ms. Lyne has submitted a letter of resignation from the Board and each of its committees (including the Audit Committee) effective as of the 2026 Annual Meeting. Following the 2026 Annual Meeting, the Board expects that Mr. Love will join the Audit Committee and that Mr. Philip will serve as the Chairman of the Audit Committee.

The Board has determined that 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. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. Our Board has determined that Mr. Lauck and Mr. Philip each qualify as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and meets the financial sophistication requirements of the Nasdaq listing standards. Both our independent registered public accounting firm and management periodically meet privately with our Audit Committee.

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

Our Compensation Committee currently consists of Ms. Lyne, who serves as the Chairperson, Mr. Affeldt, Mr. Cook and Mr. Philip. As described above, Mr. Affeldt is not standing for re-election at the Annual Meeting, and Ms. Lyne will resign from the Board and each of its committees (including the Compensation Committee) effective as of the 2026 Annual Meeting. Following the 2026 Annual Meeting, the Board expects that Mr. Lauck will join the Compensation Committee and that Mr. Cook will serve as the Chairman of the Compensation Committee.

The Board has determined that each of the members of the Compensation Committee is a non-employee director, as defined in Rule 16b-3 under the Exchange Act, and satisfies the Nasdaq independence requirements. Additional information about the Compensation Committee’s responsibilities, processes, and procedures can be found in the Executive Compensation section of this Proxy Statement.

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

Our Nominating and Corporate Governance Committee currently consists of Mr. Love, who serves as the Chairman, Mr. Affeldt and Mr. Cook. As described above, Mr. Affeldt is not standing for re-election at the 2026 Annual Meeting. Following the 2026 Annual Meeting, the Board expects that Mr. Lauck will join the Nominating and Corporate Governance Committee. The Board has determined that each of the members of the Nominating and Corporate Governance Committee satisfies the Nasdaq independence requirements.

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 Co-Chief Executive Officers 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 at ir.stratacritical.com. 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 Securities and Exchange Commission (“SEC”) or Nasdaq rules.

Stockholders and other interested parties may write to our Board, the Chairman, any of the Audit, Compensation, or Nominating and Corporate Governance Committees, or to our independent directors as a group at Strata Critical Medical, Inc., Attn: General Counsel, 666 Third Avenue, 25th Floor, New York, New York 10017. The Board will consider stockholder questions and comments to be important and will 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.

If you would like to include a proposal for stockholder consideration in our 2027 proxy statement or bring business before our 2027 Annual Meeting, you must send notice to Strata Critical Medical, Inc., Attn: General Counsel, 666 Third Avenue, 25th Floor, New York, New York 10017, 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 2027 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 December 15, 2026. If the date of our 2027 Annual Meeting is more than 30 days before or after May 28, 2027, then the deadline to timely receive such materials 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 28, 2027 and no later than close of business on February 27, 2027, unless our 2027 Annual Meeting of Stockholders is to be held more than 30 days before, or more than 70 days after, May 28, 2027, in which case the stockholder’s notice must be delivered not earlier than the 120th day prior to such 2027 Annual Meeting and not later than the close of business on the later of the 90th day prior to such 2027 Annual Meeting or the 10th day after public announcement of the date of such 2027 Annual Meeting is first made. In the event that the number of directors to be elected at the 2027 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 February 17, 2027, 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 29, 2027. 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 2027 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 February 20, 2026, 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, 2026. During our 2025 fiscal year, Deloitte served as our independent accountant and reported on our consolidated financial statements for that year.

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, 2026 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 2026 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 2026 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—What happens if I do not vote? What is 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, 2026.

The following table sets forth the aggregate fees incurred for Deloitte, our independent registered accounting firm, for the fiscal years ended December 31, 2025 and December 31, 2024, 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 2025 and 2024 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. Consist of fees incurred for assurance and related services rendered in connection with the Company’s acquisition of Keystone and the sale of the passenger business during the fiscal year ended December 31, 2025, including additional audit scope required as a result of such transactions. No audit-related fees were incurred in the fiscal year ended December 31, 2024.

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. No such fees were incurred in the fiscal year ended December 31, 2025.

All other fees. Consist of fees incurred for due diligence and related accounting advisory services rendered in connection with the Company’s acquisition of Keystone during the fiscal year ended December 31, 2025. No such fees were incurred in the fiscal year ended December 31, 2024.

The Audit Committee is responsible for the appointment, compensation, retention, and oversight of Strata’s independent registered public accounting firm. The Audit Committee is also responsible for approving all audit and non-audit services provided by the independent auditor prior to the commencement of services. In the fiscal years ended December 31, 2025 and December 31, 2024, the Audit Committee approved all services provided by Deloitte through direct Audit Committee approval rather than through a formal written pre-approval policy. All services described in the table above were pre-approved by the Audit Committee in accordance with this process. The Audit Committee has determined that the provision of the non-audit services described above is compatible with maintaining the independence of Deloitte.

To the extent the Audit Committee adopts a formal written policy for the pre-approval of audit or non-audit services by its independent auditor for future periods, Strata 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, 2025 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, 2025 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 April 14, 2026, other than Mr. Heyburn and Ms. Tomkiel, are provided below. Information on Mr. Heyburn and Ms. Tomkiel can be found under “Proposal 1: Elect Class II 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 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.

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 achieve our annual and long-term business objectives necessary to create stockholder value. Our executive compensation program includes both 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 expected 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: by voting (i) for, (ii) against, or (iii) abstain. As an advisory vote, this proposal is not binding on 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 this vote. The Board and the Compensation Committee intend to consider the outcome of this vote when 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 Strata Critical Medical, Inc. approve the compensation paid to the Company’s named executive officers for 2025 as described in the proxy statement under “Executive Compensation,” including the executive compensation tables and other narrative disclosure contained therein.”

The affirmative vote 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 2025. 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.

The Board recommends that stockholders vote “FOR” the advisory vote on the compensation of our named executive officers for 2025 as described in the proxy statement under “Executive Compensation,” including the executive compensation tables and other narrative disclosure contained therein.

As of December 31, 2025, we qualified as a smaller reporting company under SEC rules. As a smaller reporting company, we are subject to reduced SEC compensation disclosure requirements. Despite this, we have chosen to go beyond the minimum requirements in this Proxy Statement by providing supplementary voluntary disclosures. Our goal is to offer our stockholders a comprehensive understanding of the rationale, guiding principles and policies that our Compensation Committee and Board followed when determining the compensation for our named executive officers for the 2025 fiscal year. In conjunction with the non-binding advisory vote on our executive compensation program at this Annual Meeting, commonly referred to as a “Say-on-Pay Vote,” we are presenting this additional information in an effort to ensure our stockholders are well equipped to make an informed decision. See Proposal 3 for the Say-on-Pay Vote.

This section describes the philosophy, objectives, process, components, and other elements of our 2025 executive compensation program. This executive compensation section is intended to be read together with the compensation tables that immediately follow this section, which provide additional compensation information for our 2025 named executive officers (“NEOs”), listed below:

QUICK REFERENCE GUIDE

Our Board, our former Chief Executive Officer (“Former CEO”), Co-CEOs, and other NEOs devoted significant effort in 2025 to transform the business of Blade Air Mobility, Inc. into what is now Strata Critical Medical, Inc. (“Strata” or the “Company”).

Strata now has a singular focus on providing time-critical logistics and medical services to the United States healthcare industry, offering an integrated “one call” solution for donor organ recovery, as well as perfusion staffing and equipment solutions for cardiovascular surgery centers.

At the start of 2025, the Company operated two main businesses: (1) a passenger segment arranging short-distance, by-the seat air travel and air charter services (the “Passenger Segment”), and (2) a medical segment, under the brand name “Trinity Air Medical,” arranging the transportation of human organs and related medical teams for transplant centers and hospitals. On August 1, 2025, the Company

announced that it was selling the Passenger Segment to Joby Aviation, Inc. (“Joby Aviation”), a publicly traded air taxi company and manufacturer of electric vertical takeoff and landing vehicles, transforming the Company into a pure-play medical logistics and services business.

On August 29, 2025, the Company completed the sale of the Passenger Segment to Joby Aviation. With the sale of the Passenger Segment, the Company received approximately $76 million in Joby Aviation stock and the Company has the potential to receive an additional $45 million, consisting of $10 million in holdbacks and up to $35 million in earn-out payments 12 to 18 months post-close based on the Passenger Segment achieving financial performance targets and maintaining certain employee retention.

With the sale of the Passenger Segment, the Company also sold the “Blade” brand and related intellectual property and simultaneously renamed itself to “Strata Critical Medical, Inc.”, trading under the new ticker symbol “SRTA”.

Subsequently, on September 16, 2025, the Company acquired Keystone Perfusion Services LLC (“Keystone”), one of the largest service providers of surgeons for organ recovery and Normothermic Regional Perfusion (“NRP”) services, and a provider of specialized perfusion staff and equipment to hospitals performing cardiothoracic surgeries.

The completion of the Keystone acquisition positioned Strata as the only full-stack human organ transplant services platform, combining surgical organ recovery, NRP, air and ground logistics, and organ placement under one roof, while also adding a large and growing non-transplant related perfusion staffing and equipment-rental business.

 

Strata’s continuing operations consist of two operating segments: Logistics and Clinical, offering a variety of logistics and clinical services related to organ transplant and the broader healthcare industry. All of Strata’s services are provided to transplant centers, organ procurement organizations, hospitals, or other businesses that pay the Company directly.

In connection with the 2025 business transactions and transitions described above, the Company undertook significant leadership changes.

New Co-CEOs Tomkiel and Heyburn. Upon the sale of the Passenger Segment on August 29, 2025, the Board appointed existing executive officers Melissa M. Tomkiel and William A. Heyburn as Co-CEOs,

succeeding Robert S. Wiesenthal. The Board determined that a Co-CEO structure was appropriate given the need for combined financial, operational, and legal leadership following the Company’s strategic pivot to a pure-play medical logistics and services business. The Board further determined that appointing legacy, tenured executives as Co-CEOs would provide continuity for investors, employees, and clients. Ms. Tomkiel also continues to serve in her role as the Company’s General Counsel and Mr. Heyburn also continues to serve in his role as the Company’s Chief Financial Officer. In addition, Ms. Tomkiel and Mr. Heyburn now share the duties previously assigned to the President of the Company.

Transition for Former CEO Wiesenthal to Non-Executive Chairman. In connection with the anticipated sale of the Passenger Segment, the Board approved a Transition and Transaction Bonus Agreement with Mr. Wiesenthal (the “Transition Agreement”). Under the Transition Agreement, which was dated August 1, 2025 and became effective with the sale of the Passenger Segment on August 29, 2025, Mr. Wiesenthal ceased serving as the CEO of the Company, was appointed to serve as the Non-Executive Chairman of the Board, and became employed by Joby Aviation as the CEO of its Blade Urban Air Mobility, Inc. subsidiary.

At Strata, our goal is to increase the number of organs that are successfully transplanted while leveraging our expertise and resources to provide other medical and logistics services to a broader customer base. We believe that, by working with Strata, our customers can save money, save more lives, and operate more efficiently. To achieve this goal, we must attract, engage, and retain high caliber talent, align the interests of our executives with the interests of our stockholders, and align pay with performance. We believe this alignment encourages achievement of our strategic goals and creation of long-term stockholder value.

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

The Compensation Committee (the “Committee”) sets our executive compensation philosophy, oversees our executive compensation programs, and determines the compensation of the Co-CEOs and other executive officers. The Committee structures the executive compensation program to accomplish its articulated compensation objectives in light of the compensation philosophy described above. The Committee establishes the compensation mix it believes is appropriate for each NEO, as well as any performance measures, targets, and business objectives that might be applicable with respect to certain components of such compensation mix. The Committee also determines the benefits and severance arrangements, if any, that we make available to executive officers. The Committee may, as it deems it appropriate, make recommendations to the Board with respect to executive compensation for Board determination and approval.

The Committee meets periodically throughout the year to manage and evaluate our executive compensation program. At the beginning of the year, the Committee establishes the annual compensation, including salaries, cash short-term incentive plan (“STIP”), and long-term equity awards, for our Co-CEOs and other executive officers. Toward the end of each year, the Committee reviews the elements of our executive compensation program to verify the alignment of the program with our business strategy and with the items that we believe drive the creation of stockholder value, and to determine whether any changes would be appropriate. Then, after the end of year, the Committee evaluates achievement relative to performance targets for our STIP and determines corresponding payouts earned.

The Committee evaluates the performance of each of the Co-CEOs and determines any adjustments to base salary or STIP, as well as equity awards to be granted. The Co-CEOs are not present and do not participate in deliberations or decisions regarding their compensation. The Committee does not delegate authority to approve executive officer compensation.

Generally, the Committee’s process includes two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For the incentive portion of the executive compensation program, the Committee obtains input from executive officers regarding the operating budget, expected financial results, anticipated operating achievements, and related risks. The Committee also communicates directly with the independent compensation consultant, providing the consultant with Company-specific details and obtaining market-based compensation information. Based on this information, the Committee then determines financial performance-based metrics for the annual short-term incentive and the long-term equity-based incentive.

The Committee recognizes that there is value in procuring independent, objective expertise, and counsel in connection with fulfilling its duties. The 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 Committee has sole authority to retain a compensation consultant to assist it in the evaluation of director and executive officer compensation.

The Committee retained Aon’s Talent Solutions Practice, a division of Aon plc (“Aon”), as its compensation consultant for 2025. Aon reported directly to the Committee, attended meetings, and provided advice to the Committee. Aon prepared analyses for the 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 Committee and with management to solicit input on job scope, performance, retention, and other relevant factors. Aon then prepared reports for the Committee with respect to market compensation levels for comparable executive officer positions. Aon worked independently with the Committee Chairperson to develop recommendations for the compensation of our former Chief Executive Officer and other members of our senior management team at the start of 2025. Subsequently, Aon worked with the Committee on recommendations for the compensation of the Co-CEOs upon their appointments in August 2025. Aon also advised the Committee on compensation-related developments and best practices.

While the Committee took into consideration the review and recommendations of Aon, as well as the practices of the companies in our compensation peer group, when making decisions about our executive compensation program, ultimately, the Committee made its own independent decisions in determining our executives’ compensation.

The Committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules. In doing so, the Committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence. The Committee also considered the nature and amount of

work performed for the 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 Committee concluded that there are no conflicts of interest, and that Aon is independent.

Relevant market and benchmark data provide a solid reference point for making decisions and helpful context, even though, relative to other companies, there are differences and unique aspects of the Company. The Committee uses a peer group to provide a broad perspective on competitive pay levels and practices.

In May 2024, the Committee, with the assistance of Aon, adopted an updated peer group consisting of similar companies with respect to sector, market capitalization, and revenue for use in connection with decisions about executive compensation at the start of 2025. The peer group was ultimately chosen based on the following characteristics:

Based on the above-described criteria, Aon compiled, and the Committee approved, a peer group of companies. This peer group was used to make compensation assessments, including at the start of 2025 with respect to establishing salaries, annual cash incentive opportunities under the STIP, and long-term equity incentive opportunities. The following 14 companies were included in this peer group:

Fisker Inc., Hylilion Holdings Corp., and PLBY Group., Inc. were removed as they no longer fit the selection criteria, while EVgo, Inc. and flyExclusive, Inc. were added as companies with characteristics that were more similar to the Company. The Company was at the 53rd percentile of revenue and the 38th percentile of market capitalization of the companies in the peer group.

The Committee reviews the compensation peer group annually to ensure that the companies in the group are appropriate comparator companies. In May 2025, the Committee reviewed and updated the selection criteria, which characteristics for Sector and Years Public were the same as those listed above, and with updated Market Capitalization and Revenue criteria as follows:

Based on the above-described market data, Aon compiled, and the Committee approved, a revised peer group of companies, and this group was used to make the relevant compensation assessments following its adoption, including in connection with the executive compensation changes following the sale of the Passenger Segment. The following 12 companies were included in the updated compensation peer group:

Brightcove, Inc. was removed as it had gone private and company data was no longer publicly available. Ceva, Inc. and Veratone, Inc. were removed as they no longer fit the selection criteria, while Radiant Logistics, Inc. was added as a company with characteristics more similar to the Company. The Company was at the 34th percentile of market capitalization and the 27th percentile of revenue of the companies in the adopted peer group as of the time that peer group analysis was conducted in May 2025. Ultimately, the Committee selected companies for the peer group that it believed to be the best fit in terms of sector focus (which, in May 2025, included both the Passenger Segment and the medical segment) while taking into consideration the Company’s positioning among the group.

In addition to the peer group criteria above, the Committee also referenced general and specific industry surveys from other sources.

Consistent with best practices for corporate governance, the Committee will review our peer group annually.

The Committee works with our Co-CEOs to set the target compensation of each of our other NEOs. As part of this process, the Co-CEOs evaluate the performance of the other executive officers and make recommendations to the Committee.

To the extent that executive officers participate in Committee meetings, they do so only in an advisory capacity and have no vote in the Committee’s compensation decision-making process. They are not present for deliberations regarding their own compensation.

The Committee gives considerable weight to the Co-CEOs’ evaluations and compensation recommendations for our other executive officers, because of their direct knowledge of these individuals’ performance and contributions. Nevertheless, the Committee or the Board makes the ultimate determination regarding the compensation for the executive officers.

Our advisory Say-on-Pay proposal regarding the compensation of our NEOs, when we were still Blade Air Mobility, Inc., received the support of approximately 62.5% of the votes cast at the 2025 Annual Meeting of Stockholders. The Committee and the Board reviewed the result of the Say-on-Pay vote, and recognized that it signaled stockholder concerns regarding the executive compensation program, or aspects of the program, and a need for further engagement to better understand the perspectives of our stockholders.

After the 2025 Annual Meeting, we contacted our top 15 stockholders. This represented approximately 54% of the Company’s outstanding shares of common stock as of February 24, 2026. We requested meetings with all of the stockholders we contacted.

We ultimately engaged with 13 stockholders representing approximately 50% of the Company’s outstanding shares. We invited these holders to share their concerns regarding our executive compensation programs and other governance topics.

We did not receive replies from the remainder of the stockholders we contacted, representing approximately 4% of the Company’s outstanding shares, despite multiple requests to engage. Some possible reasons that holders, including brokerages or other holders that are not mutual funds, do not respond include voting exclusively in accordance with proxy advisor recommendations, not having authority to vote clients’ shares, having a practice not to engage, having sold out their position (for example after our change in name and strategy), or because they typically do not vote.

Our Co-CEOs, as well our VP, Finance and Investor Relations, participated in the meetings. The feedback received was then shared and discussed with the Committee and the Board.

The following table summarizes the common points of feedback we received from our stockholders and the Committee’s and Board’s actions in response to such feedback.

As described above, in response to stockholder feedback, the Committee has taken certain actions in response to stockholders’ expressions of their views through engagement and voting.

In particular, several stockholders and proxy advisory firms expressed a preference for performance-based long-term incentives that are tied to sustained results over the full performance period, and encouraged the Committee to further strengthen the relationship between realized pay and long-term stockholder returns and to more closely align our program with prevalent market and peer practices. In light of this feedback, the Committee approved changes to the design of our performance-based long-term incentive awards beginning with the 2026 grant. The 2026 awards use a three-year Adjusted EBITDA performance goal, measured over the entire three-year period, together with a relative total stockholder return modifier that can increase or decrease payouts by 20% based on our TSR performance relative to the Russell 3000 index. The Committee believes these changes enhance the rigor and transparency of our program, promote sustained value creation, and better align executive compensation outcomes with the interests and experience of our stockholders.

We believe that stockholder engagement is important and the Committee will continue to take into account stockholder feedback, future Say-on-Pay votes, and relevant market developments in order to determine whether any subsequent changes to our executive compensation program are warranted. We expect to continue our outreach efforts with respect to executive compensation and corporate governance in future years in order to ensure that we collect stockholder feedback for the consideration of our Committee and the full Board.

In connection with the CEO transition, the Committee approved new compensation arrangements for the Co-CEOs, including a new base salary and a grant of long-term equity awards designed to immediately align leadership incentives with stockholder interests and the Company’s strategic priorities. In determining the appropriate compensation levels, the Committee also considered market data and the need to retain experienced leadership with complementary skill sets to drive the Company’s long-term growth and value-creation objectives. Given the importance of each of the Co-CEO roles, the Committee recommended, and the Board approved, an arrangement that provides identical compensation for the Co-CEOs.

Upon their appointment as Co-CEOs, the Committee granted each Co-CEO equity-based long-term incentive opportunities that were entirely performance-based, in the form of performance stock units (“PSUs”).

The Committee awarded each Co-CEO PSUs with a target grant-date value of $2 million, which PSUs may vest based on the Company’s achievement of financial performance metrics tied to profitability, cash flow, and stockholder value, as measured over a three-year performance period.

In addition, the Co-CEOs were each awarded PSUs with a target grant-date value of $500,000 that may vest based on the attainment of financial targets by the sold-off Passenger Segment during the 12 months following sale of that business, the achievement of which goals would result in significant benefit to the Company in the form of earn out payments to motivate the Co-CEOs to assist in the attainment of such goals.

Given the Company’s transition in its strategic focus to mission-critical medical logistics, including organ transplantation and time-critical therapies, the Committee also increased the threshold, target, and

maximum performance necessary for all continuing executive officers to receive an award under the Company’s 2025 cash-based, short-term incentive plan, reflecting the expectations for higher performance in the new, more narrowly focused business.

Similarly, the Committee revised the 2024 PSU metrics applicable to the Co-CEOs’ outstanding awards to reallocate performance that was tied to a milestone related to transition to electric vertical aircraft in the now-disposed Passenger Segment to the remaining unachieved financial performance measures applicable to the now-pure-play business, measured by the Company’s future Adjusted EBITDA and Free Cash Flow performance. In addition, the Committee significantly increased the required performance for vesting in the unachieved Adjusted EBITDA performance targets for the 2024 PSUs.

Finally, to ensure that each of the Co-CEOs remain focused on the Company’s business, the Co-CEO letter agreements also provide for the opportunity to continue to vest into unearned PSUs on a prorated basis following a termination without cause or for good reason, subject to execution of a release of claims.

In connection with the August 2025 sale of the Company’s Passenger Segment to Joby Aviation, Inc., Mr. Wiesenthal, the Company’s founder and then-Chief Executive Officer, agreed to join Joby as Chief Executive Officer of “Blade Urban Air Mobility” within Joby Aviation, thereby running the acquired Passenger Segment as a Joby Aviation subsidiary. Because the Passenger Segment sale was contingent upon Mr. Wiesenthal’s continued service to Joby following the transaction, the Board determined that it was in the best interests of stockholders to reach an agreement between Strata and Mr. Wiesenthal to facilitate this leadership transition.

As a result, Mr. Wiesenthal ceased serving as Chief Executive Officer of the Company and was appointed Non-Executive Chairman on August 29, 2025. At that time, he stopped receiving a salary as CEO of the Company and, in his role as Non-Executive Chairman, began receiving compensation for his service on the Board in accordance with the Company’s compensation program for non-employee directors, as further described under “Director Compensation” in this Proxy Statement.

Under the Transition Agreement, the Committee provided that Mr. Wiesenthal’s compensation following his transition from his role as CEO of the Company would include the following cash elements:

In addition, under the Transition Agreement, the Committee recommended, and the Board approved, the following treatment of Mr. Wiesenthal’s outstanding restricted stock units (“RSUs”) and PSUs:

The Committee utilizes the components of compensation set forth below to achieve its executive compensation program objectives. The Committee regularly reviews all components of the program to ensure continued alignment between each executive officer’s total compensation and our compensation philosophy and objectives and that each component is serving a purpose in supporting the execution of our overall company strategy and our goal of enhancing long-term stockholder value.

The Committee approved the overall compensation of our executive officers for 2025, including the following compensation components for each NEO employed at the start of the year: (1) base salary; (2) short-term incentive plan target opportunity under the 2025 STIP; and (3) target value of the PSUs.

As a result of the sale of the Passenger Segment in August 2025, followed by the Keystone acquisition in September 2025, there were changes to the performance targets and nature of the compensation granted, and certain transition compensation was awarded. The Committee views these subsequent compensation changes as one-time events to align the goals with the Company’s new business focus following these fundamental changes rather than as part of the Company’s ongoing compensation program. They are described below following the description of the elements of the Company’s annual compensation program.

We provide each NEO with a base salary for the services the NEO performs for us. Base salaries were initially set when each NEO commenced employment with us and are reviewed annually or as necessary upon a change in the NEO’s position and/or responsibilities. The Committee, in making future salary determinations or adjustments, will take into account a range of factors, which may include the following: the NEO’s position and responsibilities; length of service; experience, expertise, knowledge, and qualifications; market factors; the industry in which we operate and compete; recruitment and retention factors; the NEO’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 each continuing NEO, his or her salary for 2025 was based on the above-listed factors as evaluated by the Committee, and evaluation of the market compensation data provided by Aon, as necessary to remain competitive with our compensation peer group.

Effective August 29, 2025, the Board established the initial base salaries for Ms. Tomkiel and Mr. Heyburn in their new roles as Co-CEOs at $550,000 each. Previously, at the start of 2025, the Committee had determined that no adjustment was necessary to Ms. Tomkiel’s base salary in her role as President and General Counsel, or to Mr. Heyburn’s base salary in his role as Chief Financial Officer and Head of Corporate Development. The base salaries for the Co-CEOs during 2025, and percentage changes from their prior base salaries, are shown below.

The Committee also considered the base salary for each of the other NEOs who were employed at the start of 2025. At that time, the Committee determined that no adjustment was necessary to Mr. Wiesenthal’s base salary as CEO or to Mr. Cohen’s base salary as Chief Accounting Officer. The Committee approved an increase to Mr. Wunsch’s base salary at the start of 2025 to recognize his strong performance, address the Committee’s determination that his prior base salary was significantly below market for comparable roles, and begin to better align his base salary with similar positions in our compensation peer group.

The base salaries for the NEOs other than the Co-CEOs are shown in the following table:

The STIP is a cash plan that rewards NEOs for the achievement of key short-term objectives. In particular, the STIP offers incentives to the NEOs to achieve certain specified objectives that the Committee views as key steps in the execution of our overall business strategy, with the ultimate intent of increasing stockholder value.

In March 2025, the Committee established the 2025 STIP for eligible employees. It was designed to pay out if certain performance-based objectives are achieved by the Company. The Committee believes that the 2025 STIP was an important part of maintaining the overall competitiveness of the Company’s executive compensation program.

As further described below, following the Company’s sale of the Passenger Segment and the subsequent Keystone acquisition, the Committee significantly increased the performance necessary for an NEO to receive a threshold, target, or maximum payout under the 2025 STIP.

For the Co-CEOs, as well as Mr. Wiesenthal and Mr. Cohen, the amount of the payout, if any, under the STIP is determined as follows:

In the Committee’s view, the most senior executive officers have the greatest responsibility for the performance of the Company as a whole, and, consequently, the 2025 STIP for such executive officers utilizes only pre-established objective Company performance measures.

The Committee determines the target annual incentive opportunity available to each NEO by taking the NEO’s annual base salary and multiplying it by the NEO’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to the peer group target incentive percentages and the proportion of total direct compensation represented by the annual incentive, and internal parity.

The Committee did not make any changes to the target bonus percentages under the STIP for Ms. Tomkiel or Mr. Heyburn upon their appointment as Co-CEOs in August 2025. However, the final 2025 STIP award for Ms. Tomkiel and Mr. Heyburn was a blended combination based on the target bonus percentage, effective date of base salary changes, and the time worked under each base salary during the performance period.

For 2025, the Committee established the following annual cash incentive targets:

For the NEOs other than Mr. Wunsch, the amount earned under the STIP is based on our achievement relative to performance metrics consisting of the following:

The Committee selected the Company’s Adjusted EBITDA as the primary corporate objective, as it is aligned with our critical strategic priority of improving profitability and controlling expenses.

The Company originally added European Adjusted EBITDA as a secondary, lower weighted metric for 2025 given the importance of the Company’s continuing expansion of its Passenger Segment into the southern European passenger market, including routes in France, Monaco, Italy, and Switzerland.

Company Adjusted EBITDA is a non-GAAP financial measure which, for purposes of the 2025 STIP, is 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. Adjusted EBITDA for purposes of the STIP as it relates to the Company includes the Passenger Segment in respect of the portion of the year prior to its divestiture. See Appendix A for a reconciliation of non-GAAP information.

European Adjusted EBITDA is defined as 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 for the Company’s European operations. See Appendix A for a reconciliation of non-GAAP information.

Following the sale of the Passenger Segment, a decision which the Board made in the best interest of stockholders and which was outside of management’s control, the Committee recognized the need to update the performance targets for the STIP for those targets to be meaningful in the context of the go-forward business, and therefore made certain changes to those targets reflecting the changes in the business.

The Committee set the new targets for Adjusted EBITDA at levels that it considered rigorous and challenging. Specifically, the Committee increased the performance necessary to achieve the Adjusted EBITDA target based on the Company’s updated budget following the sale of the Passenger Segment, but excluded the Keystone acquisition from full-year performance because it allowed management to focus on Company performance for the year without trying to forecast the short-term financial impact of the Keystone acquisition on our business. The Committee did not make any adjustments to the European Adjusted EBITDA targets.

The Committee established that if Adjusted EBITDA or Europe Adjusted EBITDA performance post-STIP payout (calculated on a circular basis) resulted in performance between target and maximum, the payout would be calculated using straight-line interpolation between target and actual performance. However, if post-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 2025 STIP were capped at a maximum of 150% of each applicable NEO’s target bonus opportunity.

For Mr. Wunsch, the CEO of the Company’s Logistics unit, the Committee established Medical Adjusted EBITDA as the 100% performance metric, as it captured the performance of the medical/organ transport and critical logistics segment under Mr. Wunsch’s direction.

Medical Adjusted EBITDA is measured by the Adjusted EBITDA achieved by the Company’s medical segment during fiscal 2025. Medical Adjusted EBITDA is a non-GAAP financial measure which, for purposes of the 2025 STIP, is 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. See Appendix A for a reconciliation of non-GAAP information.

The Committee adopted Medical Adjusted EBITDA as a performance measure because it reflects the operating profitability of the Company’s medical segment by excluding non-cash expenses and items not indicative of ongoing performance. Given the Company’s strategic focus on the medical transport and critical logistics business, the Committee believed Medical Adjusted EBITDA to be an important indicator of the effectiveness of our business strategy and a meaningful measure of value creation for stockholders.

The Committee set the target for Medical Adjusted EBITDA at a level that it considered rigorous and challenging. The Committee established that if Medical Adjusted EBITDA performance post-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 post-STIP 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 2025 STIP were capped at a maximum of 150% of Mr. Wunsch’s target bonus opportunity.