Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the supervision and with the participation of our management, including our Chief Executive Officer “CEO” and Chief Financial Officer “CFO”, we performed an evaluation of our disclosure controls and procedures, which have been designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC rules and forms. Our management, including our CEO and CFO, concluded that, as of September 30, 2024, those controls and procedures were not effective at the reasonable assurance level to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Management's Annual Report on Internal Control Over Financial Reporting
As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
113
Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
Under the supervision of and with the participation of management, we assessed the effectiveness of our internal control over financial reporting at September 30, 2024. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of September 30, 2024
Remediation of Prior Year Material Weaknesses in Internal Control over Financial Reporting
In order to remediate the material weakness in internal control over financial reporting related to the ineffective operation of ITGCs related to access management and program change management, we implemented additional IT monitoring controls and strengthened our process documentation over the access management and program change management domains of ITGCs.
In order to remediate the material weakness in internal control over financial reporting related to the review of debt covenant compliance, the Company now has additional personnel perform debt covenant calculations and review our disclosure controls and procedures.
To further remediate these material weaknesses, management, including the CEO and CFO, have reaffirmed, and re-emphasized the importance of internal controls, control consciousness and a strong control environment. We also continue to review, optimize and enhance our financial reporting controls and procedures. These material weaknesses are considered remediated and management has concluded, through testing, that these enhanced controls are operating effectively.
Subsequent Event Omitted Disclosure
Management's review of controls over required disclosures were not performed at the proper level of precision to detect an omitted disclosure of a subsequent impairment charge of approximately $40.4 million on Form 10-K for the fiscal year ended September 30, 2023. This impairment was disclosed in the financial information as of and for the three months ended December 31, 2023. This omitted disclosure is a material weakness over the review of subsequent event disclosures related to assets classified as held for sale after the balance sheet date but before the report release date and the impairment charge related to those assets.
In order to remediate the material weakness in internal control over financial reporting related to the omitted disclosure, the Company has enhanced subsequent event disclosure controls and now has additional personnel review our subsequent event disclosures. As of September 30, 2024, this material weakness is considered remediated and management has concluded, through testing, that the enhanced controls are operating effectively.
Changes in Internal Control Over Financial Reporting
Other than the enhancements mentioned above, there were no other changes in our internal control over financial reporting that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal year ended September 30, 2024.
114
ITEM 9B. OTHER INFORMATION
None .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
115
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required to be disclosed by this item is incorporated herein by reference to our 2025 Proxy Statement, which we expect to file with the SEC within 120 days after the end of our fiscal year ended September 30, 2024.
We have a code of conduct and ethics that applies to all employees, including our principal executive officer and principal financial officer, as well as to the members of our Board of Directors. The code is available at investor.mesa-air.com/corporate-governance/governance-overview . We intend to disclose any changes in, or waivers from, this code by posting such information on the same website or by filing a Current Report on Form 8-K, in each case to the extent such disclosure is required by rules of the SEC or The Nasdaq Global Select Market.
ITEM 11. EXECUTIVE COMPENSATION
The information required to be disclosed by this item is incorporated herein by reference to our 2025 Proxy Statement which we expect to file with the SEC within 120 days after the end of our fiscal year ended September 30, 2024.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required to be disclosed by this item is incorporated herein by reference to our 2025 Proxy Statement which we expect to file with the SEC within 120 days after the end of our fiscal year ended September 30, 2024.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required to be disclosed by this item is incorporated herein by reference to our 2025 Proxy Statement which we expect to file with the SEC within 120 days after the end of our fiscal year ended September 30, 2024.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required to be disclosed by this item is incorporated herein by reference to our 2025 Proxy Statement which we expect to file with the SEC within 120 days after the end of our fiscal year ended September 30, 2024.
116
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Annual Report on Form 10-K:
1. Consolidated Financial Statements
The following financial statements are filed as part of this report:
Report of Independent Registered Public Accounting Firm for the fiscal years ended September 30, 2024 and 2023 (PCAOB ID: 199 and 49 , respectively).
Consolidated Balance Sheets as of September 30, 2024 and 2023
Consolidated Statements of Operations and Comprehensive loss for the fiscal years ended September 30, 2024, 2023, and 2022
Consolidated Statements of Stockholders’ Equity for the fiscal years ended September 30, 2024, 2023, and 2022
Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2024, 2023, and 2022
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
All schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or notes to the consolidated financial statements under Part II, Item 8 of this Annual Report on Form 10-K.
3. Exhibits
The exhibits listed below are filed as part of this Annual Report. References under the caption "Incorporated by Reference" to exhibits or other filings indicate that the exhibit or other filing has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated by reference. Management contracts and compensatory plans or arrangements filed as exhibits to this Annual Report are identified by the “#” sign.
117
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
3.1
Second Amended and Restated Articles of Incorporation of the Registrant
8-K
August 14, 2018
3.1
3.2
Second Amended and Restated Bylaws of the Registrant
8-K
December 10, 2020
3.1
3.3
Amendment to Second Amended and Restated Bylaws of Mesa Air Group, Inc., effective as of January 13, 2023
8-K
January 13, 2023
3.2
4.1
Form of Common Stock Certificate
S-1/A
August 6, 2018
4.1
4.2
Description of Capital Stock
X
4.3
Warrant Agreement, dated October 30, 2020, between Mesa Air Group, Inc. and the United States Department of the Treasury
10-K
December 14, 2020
4.3
4.4
Form of Warrant (incorporated by reference to Annex B to Exhibit 4.3)
10-K
December 14, 2020
4.4
10.1#
Mesa Air Group, Inc. 2018 Equity Incentive Plan and related forms of agreement
S-8
August 16, 2019
99.1
10.2#
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers
S-1
July 13, 2018
10.5
10.3#
Amended and Restated Employment Agreement between the Registrant and Jonathan G. Ornstein, dated July 26, 2018
S-1/A
July 30, 2018
10.7
10.4#
Amended and Restated Employment Agreement between the Registrant and Michael J. Lotz, dated July 26, 2018
S-1/A
July 30, 2018
10.8
10.5#
Amended and Restated Employment Agreement between the Registrant and Brian S. Gillman, dated December 2, 2024
X
10.7.1
Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc. and Mesa Airlines, Inc. dated November 4, 2020
10-K
December 14, 2020
10.10.15
10.7.2
F irst Amendment to the Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc. and Mesa Airlines, Inc. dated September 22, 2021
10-K
December 10, 2021
10.11.4
10.7.3
Second Amendment to the Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc. and Mesa Airlines, Inc. dated February 4, 2022
10-Q
May 9, 2022
10.1
118
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
10.7.4
Third Amendment to the Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc. and Mesa Airlines, Inc. dated July 11, 2022
10-Q
August 8, 2022
10.3
10.7.5
Fourth Amendment to the Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc. and Mesa Airlines, Inc. dated August 8, 2022
10-K
December 29, 2022
10.7.5
10.7.6
Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., Mesa Airlines, Inc., and Mesa Air Group, Inc., dated December 27, 2022
10-Q
February 9, 2023
10.2
10.7.7
First Amendment to the Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., and Mesa Airlines, Inc., dated January 11
10-Q
May 24, 2024
10.10.10
10.7.8
Second Amendment to the Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., and Mesa Airlines, Inc., dated January 19, 2024
X
10.7.9
Third Amendment to the Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., and Mesa Airlines, Inc., dated May 8, 2024
X
10.7.10
Fourth Amendment to the Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., and Mesa Airlines, Inc., dated December 23, 2024
X
10.8
Aircraft Purchase Agreement between Mesa Airlines, Inc. and United Airlines, Inc. dated September 27, 2022
10-K
December 29, 2022
10.8
10.9.1
Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated November 19, 2020, effective as of January 1, 2021
10-Q
February 9, 2021
10.1.1
10.9.2
First Amendment to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated November 19, 2020, effective January 1, 2021
10-Q
February 9, 2021
10.1.2
10.9.3
Amendment No. 2 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated April 9, 2021
10-Q
August 9, 2021
10.2.1
10.9.4
Amendment No. 3 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated April 19, 2021
10-Q
August 9, 2021
10.2.2
119
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
10.9.5
Amendment No. 4 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated June 9, 2021
10-Q
August 9, 2021
10.2.3
10.9.6
Amendment No. 5 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated August 9, 2021
10-K
December 10, 2021
10.12.6
10.9.7
Amendment No.7 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated March 31, 2022
10-Q
May 9, 2022
10.12.8
10.9.8
Amendment No.8 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated June 10, 2022
10-Q
August 8, 2022
10.12.9
10.9.9
Amendment No.9 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated June 20, 2022
10-Q
August 8, 2022
10.12.10
10.9.10
Amendment No.10 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated July 28, 2022
10-K
December 29, 2022
10.9.10
10.9.11
Amendment No.11 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated December 16, 2022
10-Q
February 9, 2023
10.1
10.10.1
Credit and Guaranty Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C., the other guarantors party thereto from time to time, CIT Bank, N.A. and the other lenders party thereto, dated August 12, 2016
S-1/A
July 30, 2018
10.12.1
10.10.2
Amendment No. 1 to Credit Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C. and CIT Bank, N.A., dated June 5, 2017
S-1/A
July 30, 2018
10.12.2
10.10.3
Amendment No. 2 to Credit Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C. and CIT Bank, N.A., dated June 27, 2017
S-1/A
July 30, 2018
10.12.3
10.10.4
Amendment No. 3 to Credit Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C. and CIT Bank, N.A., dated September 19, 2017
S-1/A
July 30, 2018
10.12.4
120
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
10.10.5
Amendment No. 4 to Credit Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C. and CIT Bank, N.A., dated April 27, 2018
S-1/A
July 30, 2018
10.12.5
10.10.6
Second Amended and Restated Credit and Guaranty Agreement, among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C. and CIT Bank, NA, dated as of June 30, 2022
10-Q
February 9, 2023
10.6
10.10.7
Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement, dated December 27, 2022
10-Q
February 9, 2023
10.4
10.10.8
Amendment No. 2 to Second Amended and Restated Credit and Guaranty Agreement, dated January 27, 2023
10-Q
February 9, 2023
10.5
10.10.9
Amendment No. 3 to Second Amended and Restated Credit and Guaranty Agreement, dated September 6, 2023
10-K
January 26, 2024
10.11
10.10.10
Waiver to Second Amended and Restated Credit and Guaranty Agreement, dated December 23, 2024
X
10.11.1
Mortgage and Security Agreement among Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C., the other grantors referred to therein and CIT Bank, N.A., dated August 12, 2016
S-1/A
July 30, 2018
10.13.1
10.13
Credit Agreement between Mesa Airlines, Inc. and Export Development Canada, dated August 12, 2015
S-1/A
July 30, 2018
10.16
10.14.1
Credit Agreement between Mesa Airlines, Inc. and Export Development Canada, dated January 18, 2016
S-1/A
July 30, 2018
10.17.1
10.14.2
Amendment No. 1 to Credit Agreement between Mesa Airlines, Inc. and Export Development Canada, dated March 30, 2017
S-1/A
July 30, 2018
10.17.2
10.14.3
Omnibus Amendment Agreement among the Registrant, Mesa Airlines, Inc. and Export Development Canada, dated April 30, 2018
S-1/A
July 30, 2018
10.17.3
10.15
Credit Agreement between Mesa Airlines, Inc. and Export Development Canada, dated June 27, 2016
S-1/A
July 30, 2018
10.18
10.16.1
Office Lease Agreement between the Registrant and DMB Property Ventures Limited Partnership, dated October 16, 1998
DRS
May 7, 2018
10.20.1
10.16.2
First Amendment to Lease between the Registrant and DMB Property Ventures Limited Partnership, dated March 9, 1999
DRS
May 7, 2018
10.20.2
121
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
10.16.3
Second Amendment to Lease between the Registrant and DMB Property Ventures Limited Partnership, dated November 8, 1999
DRS
May 7, 2018
10.20.3
10.16.4
Lease Amendment Three between the Registrant and CMD Realty Investment Fund IV, L.P., dated November 7, 2000
DRS
May 7, 2018
10.20.4
10.16.5
Lease Amendment Four between the Registrant and CMD Realty Investment Fund IV, L.P., dated May 15, 2001
DRS
May 7, 2018
10.20.5
10.16.6
Lease Amendment Five between the Registrant and CMD Realty Investment Fund IV, L.P., dated October 11, 2002
DRS
May 7, 2018
10.20.6
10.16.7
Lease Amendment Six between the Registrant and CMD Realty Investment Fund IV, L.P., dated April 1, 2003
DRS
May 7, 2018
10.20.7
10.16.8
Amended and Restated Lease Amendment Seven between the Registrant and CMD Realty Investment Fund IV, L.P., dated April 15, 2005
DRS
May 7, 2018
10.20.8
10.16.9
Lease Amendment Eight between the Registrant and CMD Realty Investment Fund IV, L.P., dated October 12, 2005
DRS
May 7, 2018
10.20.9
10.16.10
Lease Amendment Nine between the Registrant and Transwestern Phoenix Gateway, L.L.C., dated November 4, 2010
DRS
May 7, 2018
10.20.10
10.16.11
Lease Amendment Eleven between the Registrant and Phoenix Office Grand Avenue Partners, LLC, dated July 31, 2014
DRS
May 7, 2018
10.20.11
10.16.12
Lease Amendment Twelve between the Registrant and Phoenix Office Grand Avenue Partners, LLC, dated November 20, 2014
DRS
May 7, 2018
10.20.12
10.17.1
Letter Agreement No. 12 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated October 22, 2019, and effective as of October 9, 2019
10-K
December 14, 2020
10.20.1
10.17.2
Letter Agreement No. 13 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated December 11, 2019, and effective as of December 13, 2019
10-K
December 14, 2020
10.20.2
10.17.3
Letter Agreement No. 13-1 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated March 26, 2020
8-K
March 31, 2020
10.1
10.17.4
Letter Agreement No. 12-1 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated March 26, 2020
8-K
March 31, 2020
10.2
122
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
10.17.5
Amended and Restated Letter Agreement No. 13-2 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated October 8, 2020
10-K
December 14, 2020
10.20.5
10.18.1
Loan and Guarantee Agreement, dated as of October 30, 2020, among Mesa Airlines, Inc., as Borrower, the Guarantors party thereto from time to time, the United States Department of the Treasury, and The Bank of New York Mellon, as Administrative Agent and Collateral Agent
10-K
December 14, 2020
10.22.1
10.18.2
Modification and Waiver Agreement, dated December 22, 2022, among Mesa Airlines, Inc., as Borrower, the Guarantor parties thereto from time to time, the United States Department of the Treasury, and the Bank of New York Mellon, as Administrative Agent and Collateral Agent
10-Q
February 9, 2023
10.3
10.18.3
CCR Modification Agreement dated December 23, 2024, among Mesa Airlines, Inc., as Borrower, the Guarantor parties thereto from time to time, the United States Department of the Treasury, and the Bank of New York Mellon, as Administrative Agent and Collateral Agent
X
10.19
Fourteenth Amendment to Lease between the Registrant and BOF AZ Phoenix Gateway Center LLC, dated December 15, 2021
10-Q
February 9, 2022
10.1
10.20
Engine Sale and Purchase Agreement, dated December 27, 2022
10-Q
February 9, 2023
10.7
21.1
List of subsidiaries of the Registrant
X
23.1
Consent of Marcum LLP
X
23.2
Consent of RSM US LLP
X
23.3
Consent of Ernst and Young LLP
X
31.1
Certification of Principal Executive Officer pursuant to Rule 13(a)-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002
X
31.2
Certification of Principal Financial Officer pursuant to Rule 13(a)-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002
X
32.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
123
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
97
Clawback Policy
X
101.INS
Inline XBRL Instance Document
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
X
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* This certification will not be deemed " filed " for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
** The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.
# Management contract or compensatory plan.
Certain confidential information contained in this agreement has been omitted because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.
ITEM 16. FORM 10-K SUMMARY
None.
124
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MESA AIR GROUP, INC.
Date: May 13, 2025
By:
/s/ Michael J. Lotz
Michael J. Lotz
Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on May 13, 2025 by the following persons on behalf of the registrant and in the capacities indicated.
Signature
Title
Date
/s/Jonathan G. Ornstein
Chairman, Chief Executive Officer and Director
May 13, 2025
Jonathan G. Ornstein
(Principal Executive Officer)
/s/Michael J. Lotz
Chief Financial Officer
May 13, 2025
Michael J. Lotz
(Principal Financial Officer and Principal Accounting Officer)
/s/Ellen N. Artist
Director
May 13, 2025
Ellen N. Artist
/s/Mitchell Gordon
Director
May 13, 2025
Mitchell Gordon
/s/Dana J. Lockhart
Director
May 13, 2025
Dana J. Lockhart
/s/Harvey W. Schiller
Director
May 13, 2025
Harvey W. Schiller
/s/Spyridon Skiados
Director
May 13, 2025
Spyridon Skiados
125