Volato Group, Inc. Announces CEO Services Agreement with Christopher Ensey

What Happened
Volato Group, Inc. (SOAR) filed an 8‑K disclosing an Executive Services Agreement with Christopher M. Ensey, effective September 11, 2026 (agreement entered Sept. 16, 2026). Mr. Ensey, who served as CEO of Alignment Engine Inc. prior to the merger, began providing services in connection with Volato’s recently completed merger with Alignment Engine. He will serve as Volato’s Chief Executive Officer as an independent contractor, reporting to the Board and performing services principally from Puerto Rico.

Key Details

• Annual services fee: $400,000, payable monthly; Mr. Ensey is engaged as an independent contractor and is responsible for his own taxes and generally not eligible for employee benefits.
• Equity: Subject to Board approval, shareholder approval of a new equity incentive plan, and a restricted stock award agreement, Mr. Ensey will receive Restricted Shares equal to 5% of fully diluted capitalization, granted as five 1% tranches.
• Vesting milestones: Each 1% tranche vests when both market capitalization (60‑trading‑day average, net of capital raised) and contracted capacity thresholds are met:
  • T1: $2.5B market cap & ~63 MW
  • T2: $4.2B & ~105 MW
  • T3: $7.0B & ~175 MW
  • T4: $11.0B & ~275 MW
  • T5: $17.0B & ~400 MW
• Termination & change‑in‑control: Unvested shares generally forfeit on termination, but if the Company terminates without Cause or Ensey leaves for Good Reason and the applicable capacity milestone is met, unvested shares vest proportionately by market cap ratio to the next tranche. A Change in Control does not automatically accelerate vesting except for proportional vesting if the contracted capacity milestone is met. If terminated without Cause or he resigns for Good Reason, Ensey is entitled to 24 months of his annual fee (i.e., $800,000), subject to a release.
• Governance & protections: Agreement provides D&O insurance, standard indemnification, Board nomination for re‑election while serving as CEO, trading restrictions (Rule 10b5‑1 plan), and confidentiality/restrictive covenants.

Why It Matters
This filing establishes the company’s post‑merger leadership and compensation framework for the new CEO. Investors should note the mix of modest cash pay ($400k/year) with significant potential equity (up to 5% of diluted shares) that vests only if Volato reaches specified market cap and contracted capacity milestones — aligning CEO incentive with company growth targets but also creating potential dilution if fully vested. The 24‑month severance commitment and independence of contractor status are also concrete obligations to monitor.