MEET­ING MINUTES

PANA­MA CITY-BAY COUN­TY AIR­PORT AND INDUS­TRI­AL DISTRICT

Open­ing:

The Board Meet­ing of the Pana­ma City-Bay Coun­ty Air­port and Indus­tri­al Dis­trict was called to order at 9:00 a.m., Jan­u­ary 28, 2026 by Chair Mark Sheldon.

Roll was called. In atten­dance were: Ms. Vic­to­ria Williams, Mr. Matt Algar­in, Ms. Hol­ly Melz­er, Vice Chair Will Cramer, and Chair Mark Sheldon.

Absent: Mr. Glen McDonald

The Invo­ca­tion was giv­en by Chair Mark Sheldon.

The Pledge of Alle­giance was led by Chair Mark Sheldon.

Approve Par­tic­i­pa­tion in Meet­ing Via Zoom for Les McFatter

Ms. Vic­to­ria Williams made a motion to approve Mr. Les McFat­ter’s par­tic­i­pa­tion in the Board Meet­ing via Zoom and Vice Chair Will Cramer sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

Mr. Les McFat­ter joined the Board Meet­ing via Zoom.

Chair Shel­don asked if there were any Pub­lic Com­ments. There were no Pub­lic Comments.

Chair Shel­don asked if there were any items on the Amend­ed Agen­da, includ­ing the Con­sent Agen­da, that any Board Mem­ber would like to move to a Busi­ness Item for fur­ther dis­cus­sion, and if not, that a Board Mem­ber make a motion to accept the Amend­ed Agenda.

Ms. Williams made a motion to accept the Amend­ed Agen­da and Vice Chair Cramer sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

Reports:

Air­port Activ­i­ty:

Air­port Exec­u­tive Direc­tor Park­er McClel­lan updat­ed the Board on the Activ­i­ty Reports. The month of Decem­ber, which also pro­vid­ed for the 2025 Total Pas­sen­ger Count. For the month of Decem­ber 2025 there was an increase of 4.04% increase in total pas­sen­gers com­pared to Decem­ber 2024 with the year-over-year growth rate of 3.10% or 1.937 mil­lion passengers.

Finan­cial Report:

Ms. Dar­lene Gor­don pre­sent­ed the Finan­cial Reports for the first quar­ter of fis­cal year 2026 for three (3) months end­ing Decem­ber 31^st, 2025.

At the end of Decem­ber, the total cash bal­ance increased $5.2 mil­lion com­pared to this time last year, the total cash bal­ance is $60.3 mil­lion with unre­strict­ed cash of $38.3 mil­lion and restrict­ed cash is $21 mil­lion. Decem­ber 2025, total lia­bil­i­ties decreased $6.3 mil­lion com­pared to last year due to the SIB loan debt ser­vice payment.

The set­tle­ment cal­cu­la­tion rev­enue share exceed­ed what was bud­get­ed by $566,000, which will be refund­ed to the Air­lines next month which is a lit­tle over $4.9 million.

Excess rev­enues over expens­es year-to-date total $3.5 mil­lion with oper­at­ing rev­enues over expens­es total­ing $2.5 mil­lion and non-rev­enue over expens­es equal­ing $1 mil­lion. Last year at the end of Decem­ber our oper­at­ing expens­es were $2. l mil­lion, or $400,000 up over last year for the first three months of the year.

The income state­ment at the end of Decem­ber, year-to-date oper­at­ing rev­enues were $6.1 mil­lion, exceed­ing bud­get by $143,000 or 102% of the bud­get. The major­i­ty of the excess comes from air­line land­ing fees. Expens­es from per­son­nel were 98% of bud­get year-to-date. We now have 79 full time employ­ees and 8 part-time employ­ees, with an approved head­count of 82 full-time and 11 part-time for FY 2026. Gen­er­al oper­at­ing expens­es year-to-date are 88% of budget.

We’ll be bring­ing the Audit Report to you at Feb­ru­ary’s board meeting.

Con­sent Agenda:

1. Approve Board Meet­ing Min­utes — Decem­ber 17, 2025

This item pro­vides for Board approval of the Decem­ber 17, 2025 Board Meet­ing Minutes.

Ms. Melz­er made a motion to accept the Con­sent Agen­da and Vice Chair Cramer sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

Busi­ness Items:

1. Pre­sen­ta­tion — 2025 Year in the Rearview Mirror

Mr. McClel­lan pre­sent­ed the orga­ni­za­tion­al accom­plish­ments for 2025. The pre­sen­ta­tion includ­ed pas­sen­ger growth from 2010 to 2025; the cel­e­bra­tion of 15 years; abil­i­ty to main­tain effi­cient air­line rates and charges; present and future ter­mi­nal devel­op­ment; eco­nom­ic devel­op­ment oppor­tu­ni­ties both cur­rent and future; suc­cess of the Spot Reward Pro­gram; and the recog­ni­tion of the Air­port by USA Today l0Best Resort Air­port Award and Run­ner Up for Best Small Airport.

2026 will be a year to focus on orga­ni­za­tion­al issues which includes suc­ces­sion plan­ning, review­ing poli­cies and pro­ce­dures to main­tain effi­cien­cies, and a per­sis­tent search for addi­tion­al fund­ing opportunities.

Every­thing is look­ing good; the Air­port has a bright future.

1. Accept Rec­om­men­da­tion of Con­ces­sion Review Com­mit­tee for Rank­ing and Award of Air­port Con­ces­sion Operator

This item pro­vides for Board approval of the Rec­om­men­da­tions and Rank­ings by the Air­port Review Com­mit­tee to award the Air­port Con­ces­sion Oper­a­tor contract.

Air­port Deputy Direc­tor Mr. Richard McConnell pre­sent­ed the process, method­ol­o­gy, and rank­ing cri­te­ria used by the Air­port Con­ces­sion Review Com­mit­tee to achieve their rec­om­men­da­tion. The Review Com­mit­tee rec­om­mend­ed SSP Amer­i­ca due to their high­er over­all score. Mr. McConnell shared SSP Amer­i­ca’s pre­sen­ta­tion also met the Com­mit­tee’s goals to include pro­posed local and nation­al food and bev­er­age offer­ings, retail con­cepts, and sense-of-place aesthetics.

Vice Chair Cramer made a motion to accept the Rec­om­men­da­tion of SSP Amer­i­ca as the Air­port Con­ces­sions Oper­a­tor and Ms. Melz­er sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

1. Approve Amend­ment to Renew Mas­ter Ser­vice Agree­ment - AVCON

This item pro­vides for the Board to approve the Amend­ment to the exist­ing Mas­ter Ser­vice Agree­ment with AVCON.

Ms. Williams made a motion to accept the Con­sent Agen­da and Mr. McFat­ter sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

1. Approve Amend­ment to Renew Mas­ter Ser­vice Agree­ment - Ardur­ra

This item pro­vides for the Board to approve the Amend­ment to the exist­ing Mas­ter Ser­vice Agree­ment with Ardurra.

Ms. Williams made a motion to Approve the Mas­ter Ser­vice Agree­ment with Ardur­ra and Ms. Melz­er sec­ond­ed the motion. A vote was tak­en and the motion passed unanimously.

1. Approve FCS Facil­itv Ser­vices Agree­ment Renewal

r

This item pro­vides for the Board to approve the FCS Facil­i­ty Ser­vices Agree­ment Renewal.

Vice Chair Cramer made a motion to Approve the FCS Facil­i­ty Ser­vices Agree­ment Renew­al and Mr. Algar­in sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

Con­struc­tion Updates (Infor­ma­tion Only)

1. Cardel­la

Mr. Trip Vaughn rep­re­sent­ed Cardel­la with an update on the fol­low­ing items:

Tem1inal Expan­sion Project ongoing activ­i­ties:

FPL con­duit install;

Util­i­ty loca­tion/­make-safe;

AOA fence install;

Temp fiber install;

• Crit­i­cal sub­mit­tal efforts;
• Site demo­li­tion;

Upcom­ing activities:

• CCC trail­er util­i­ty connections;

Temp fiber connection;

• Rough grade build­ing pad;

Grease trap & sew­er line install;

• Con­crete Foundations;

1. Ardur­ra Group

Mr. Kyle Athey rep­re­sent­ed the Ardur­ra Group with the fol­low­ing updates:

• Water flow pres­sure is con­finned as ade­quate for the Ter­mi­nal Expan­sion project;
• Ardur­ra’s Cost Con­sul­tant is val­i­dat­ing costs asso­ci­at­ed with the North Ter­mi­nal Expan­sion project;

The Rent-A-Car (RAC) project is pro­gress­ing towards the 60% design and review.

1. AVCON

Ms. Tonya Nation pro­vid­ed an update on the fol­low­ing ongo­ing projects:

• Sub­mit­tals, requests for infor­ma­tion (RFI’s) are being processed;
• Con­struc­tion Admin and inspec­tion pro­vid­ed by the design team as required;
• Temp Road Diver­sion shift com­plete and MOT being eval­u­at­ed as need­ed to ensure that the traf­fic pat­terns is smooth pri­or to Spring Break;

• Fund­ing Request sub­mit­ted to FAA for Ter­mi­nal Loop Road Con­struc­tion and PBBs;
• Stormwa­ter Mas­ter Plan — bro­ken into two pen­nits and being resubmitted;
• Fuel Farm design is at 25%, expect­ed to be at 50% for the Air­port and Fuel Sup­pli­ers review by January;

Qual­i­fied Mit­i­ga­tion Super­vi­sion (QMS) is ongoing.

Bay EDA Update (infor­ma­tion only)

Mr. McClel­lan pro­vid­ed the project updates on behalf of Bay Coun­ty EDA.

Project Launch Pad

1. Site vis­it has been changed to end of March.
2. Ms. Bec­ca Hardin, Exec­u­tive Direc­tor Bay Coun­ty EDA are prepar­ing for MRO Amer­i­c­as in Orlan­do where Mark Shel­don and Park­er McClel­lan will be join­ing them for two days of meetings.

MRO Amer­i­c­as

US Eco­nom­ic Devel­op­ment Agency (USE­DA)

The Air­port has held sev­er­al meet­ings with USE­DA for addi­tion­al fund­ing opportunities.

Exec­u­tive Direc­tor Report:

Mr. McClel­lan men­tioned the Board­’s Strate­gic Plan­ning meet­ing lat­er in the day

He stat­ed the Air­port has received CGNP No. 2 from Cardel­la, which is being reviewed by Ardur­ra now for con­struc­tion options and consideration.

The Fed­er­al Gov­ern­ment will decide their fund­ing allo­ca­tion for the IIJA requests some­time late March.

Our Finan­cial team is work­ing on the TIFIA appli­ca­tion for the fund­ing of the North Ten­ni­nal Expan­sion Project.

There were no addi­tion­al pub­lic comments.

Next meet­ing sched­uled: Board Meet­ing: Feb­ru­ary 25, 2026 — 9:00 a.m.

MEET­ING MINUTES

PANA­MA CITY-BAY COUN­TY AIR­PORT AND INDUS­TRI­AL DISTRICT

Open­ing:

The Board Meet­ing of the Pana­ma City-Bay Coun­ty Air­port and Indus­tri­al Dis­trict was called to order at 9:00 a.m., Jan­u­ary 28, 2026 by Chair Mark Sheldon.

Roll was called. In atten­dance were: Ms. Vic­to­ria Williams, Mr. Matt Algar­in, Ms. Hol­ly Melz­er, Vice Chair Will Cramer, and Chair Mark Sheldon.

Absent: Mr. Glen McDonald

The Invo­ca­tion was giv­en by Chair Mark Sheldon.

The Pledge of Alle­giance was led by Chair Mark Sheldon.

Approve Par­tic­i­pa­tion in Meet­ing Via Zoom for Les McFatter

Ms. Vic­to­ria Williams made a motion to approve Mr. Les McFat­ter’s par­tic­i­pa­tion in the Board Meet­ing via Zoom and Vice Chair Will Cramer sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

Mr. Les McFat­ter joined the Board Meet­ing via Zoom.

Chair Shel­don asked if there were any Pub­lic Com­ments. There were no Pub­lic Comments.

Chair Shel­don asked if there were any items on the Amend­ed Agen­da, includ­ing the Con­sent Agen­da, that any Board Mem­ber would like to move to a Busi­ness Item for fur­ther dis­cus­sion, and if not, that a Board Mem­ber make a motion to accept the Amend­ed Agenda.

Ms. Williams made a motion to accept the Amend­ed Agen­da and Vice Chair Cramer sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

Reports:

Air­port Activ­i­ty:

Air­port Exec­u­tive Direc­tor Park­er McClel­lan updat­ed the Board on the Activ­i­ty Reports. The month of Decem­ber, which also pro­vid­ed for the 2025 Total Pas­sen­ger Count. For the month of Decem­ber 2025 there was an increase of 4.04% increase in total pas­sen­gers com­pared to Decem­ber 2024 with the year-over-year growth rate of 3.10% or 1.937 mil­lion passengers.

Finan­cial Report:

Ms. Dar­lene Gor­don pre­sent­ed the Finan­cial Reports for the first quar­ter of fis­cal year 2026 for three (3) months end­ing Decem­ber 31^st, 2025.

At the end of Decem­ber, the total cash bal­ance increased $5.2 mil­lion com­pared to this time last year, the total cash bal­ance is $60.3 mil­lion with unre­strict­ed cash of $38.3 mil­lion and restrict­ed cash is $21 mil­lion. Decem­ber 2025, total lia­bil­i­ties decreased $6.3 mil­lion com­pared to last year due to the SIB loan debt ser­vice payment.

The set­tle­ment cal­cu­la­tion rev­enue share exceed­ed what was bud­get­ed by $566,000, which will be refund­ed to the Air­lines next month which is a lit­tle over $4.9 million.

Excess rev­enues over expens­es year-to-date total $3.5 mil­lion with oper­at­ing rev­enues over expens­es total­ing $2.5 mil­lion and non-rev­enue over expens­es equal­ing $1 mil­lion. Last year at the end of Decem­ber our oper­at­ing expens­es were $2. l mil­lion, or $400,000 up over last year for the first three months of the year.

The income state­ment at the end of Decem­ber, year-to-date oper­at­ing rev­enues were $6.1 mil­lion, exceed­ing bud­get by $143,000 or 102% of the bud­get. The major­i­ty of the excess comes from air­line land­ing fees. Expens­es from per­son­nel were 98% of bud­get year-to-date. We now have 79 full time employ­ees and 8 part-time employ­ees, with an approved head­count of 82 full-time and 11 part-time for FY 2026. Gen­er­al oper­at­ing expens­es year-to-date are 88% of budget.

We’ll be bring­ing the Audit Report to you at Feb­ru­ary’s board meeting.

Con­sent Agenda:

1. Approve Board Meet­ing Min­utes — Decem­ber 17, 2025

This item pro­vides for Board approval of the Decem­ber 17, 2025 Board Meet­ing Minutes.

Ms. Melz­er made a motion to accept the Con­sent Agen­da and Vice Chair Cramer sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

Busi­ness Items:

1. Pre­sen­ta­tion — 2025 Year in the Rearview Mirror

Mr. McClel­lan pre­sent­ed the orga­ni­za­tion­al accom­plish­ments for 2025. The pre­sen­ta­tion includ­ed pas­sen­ger growth from 2010 to 2025; the cel­e­bra­tion of 15 years; abil­i­ty to main­tain effi­cient air­line rates and charges; present and future ter­mi­nal devel­op­ment; eco­nom­ic devel­op­ment oppor­tu­ni­ties both cur­rent and future; suc­cess of the Spot Reward Pro­gram; and the recog­ni­tion of the Air­port by USA Today l0Best Resort Air­port Award and Run­ner Up for Best Small Airport.

2026 will be a year to focus on orga­ni­za­tion­al issues which includes suc­ces­sion plan­ning, review­ing poli­cies and pro­ce­dures to main­tain effi­cien­cies, and a per­sis­tent search for addi­tion­al fund­ing opportunities.

Every­thing is look­ing good; the Air­port has a bright future.

1. Accept Rec­om­men­da­tion of Con­ces­sion Review Com­mit­tee for Rank­ing and Award of Air­port Con­ces­sion Operator

This item pro­vides for Board approval of the Rec­om­men­da­tions and Rank­ings by the Air­port Review Com­mit­tee to award the Air­port Con­ces­sion Oper­a­tor contract.

Air­port Deputy Direc­tor Mr. Richard McConnell pre­sent­ed the process, method­ol­o­gy, and rank­ing cri­te­ria used by the Air­port Con­ces­sion Review Com­mit­tee to achieve their rec­om­men­da­tion. The Review Com­mit­tee rec­om­mend­ed SSP Amer­i­ca due to their high­er over­all score. Mr. McConnell shared SSP Amer­i­ca’s pre­sen­ta­tion also met the Com­mit­tee’s goals to include pro­posed local and nation­al food and bev­er­age offer­ings, retail con­cepts, and sense-of-place aesthetics.

Vice Chair Cramer made a motion to accept the Rec­om­men­da­tion of SSP Amer­i­ca as the Air­port Con­ces­sions Oper­a­tor and Ms. Melz­er sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

1. Approve Amend­ment to Renew Mas­ter Ser­vice Agree­ment - AVCON

This item pro­vides for the Board to approve the Amend­ment to the exist­ing Mas­ter Ser­vice Agree­ment with AVCON.

Ms. Williams made a motion to accept the Con­sent Agen­da and Mr. McFat­ter sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

1. Approve Amend­ment to Renew Mas­ter Ser­vice Agree­ment - Ardur­ra

This item pro­vides for the Board to approve the Amend­ment to the exist­ing Mas­ter Ser­vice Agree­ment with Ardurra.

Ms. Williams made a motion to Approve the Mas­ter Ser­vice Agree­ment with Ardur­ra and Ms. Melz­er sec­ond­ed the motion. A vote was tak­en and the motion passed unanimously.

1. Approve FCS Facil­itv Ser­vices Agree­ment Renewal

This item pro­vides for the Board to approve the FCS Facil­i­ty Ser­vices Agree­ment Renewal.

Vice Chair Cramer made a motion to Approve the FCS Facil­i­ty Ser­vices Agree­ment Renew­al and Mr. Algar­in sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

Con­struc­tion Updates (Infor­ma­tion Only)

1. Cardel­la

Mr. Trip Vaughn rep­re­sent­ed Cardel­la with an update on the fol­low­ing items:

Tem1inal Expan­sion Project ongoing activ­i­ties:

FPL con­duit install;

Util­i­ty loca­tion/­make-safe;

AOA fence install;

Temp fiber install;

• Crit­i­cal sub­mit­tal efforts;
• Site demo­li­tion;

Upcom­ing activities:

• CCC trail­er util­i­ty connections;

Temp fiber connection;

• Rough grade build­ing pad;

Grease trap & sew­er line install;

• Con­crete Foundations;

1. Ardur­ra Group

Mr. Kyle Athey rep­re­sent­ed the Ardur­ra Group with the fol­low­ing updates:

• Water flow pres­sure is con­finned as ade­quate for the Ter­mi­nal Expan­sion project;
• Ardur­ra’s Cost Con­sul­tant is val­i­dat­ing costs asso­ci­at­ed with the North Ter­mi­nal Expan­sion project;

The Rent-A-Car (RAC) project is pro­gress­ing towards the 60% design and review.

1. AVCON

Ms. Tonya Nation pro­vid­ed an update on the fol­low­ing ongo­ing projects:

• Sub­mit­tals, requests for infor­ma­tion (RFI’s) are being processed;
• Con­struc­tion Admin and inspec­tion pro­vid­ed by the design team as required;
• Temp Road Diver­sion shift com­plete and MOT being eval­u­at­ed as need­ed to ensure that the traf­fic pat­terns is smooth pri­or to Spring Break;

• Fund­ing Request sub­mit­ted to FAA for Ter­mi­nal Loop Road Con­struc­tion and PBBs;
• Stormwa­ter Mas­ter Plan — bro­ken into two pen­nits and being resubmitted;
• Fuel Farm design is at 25%, expect­ed to be at 50% for the Air­port and Fuel Sup­pli­ers review by January;

Qual­i­fied Mit­i­ga­tion Super­vi­sion (QMS) is ongoing.

Bay EDA Update (infor­ma­tion only)

Mr. McClel­lan pro­vid­ed the project updates on behalf of Bay Coun­ty EDA.

Project Launch Pad

1. Site vis­it has been changed to end of March.
2. Ms. Bec­ca Hardin, Exec­u­tive Direc­tor Bay Coun­ty EDA are prepar­ing for MRO Amer­i­c­as in Orlan­do where Mark Shel­don and Park­er McClel­lan will be join­ing them for two days of meetings.

US Eco­nom­ic Devel­op­ment Agency (USE­DA)

The Air­port has held sev­er­al meet­ings with USE­DA for addi­tion­al fund­ing opportunities.

Exec­u­tive Direc­tor Report:

Mr. McClel­lan men­tioned the Board­’s Strate­gic Plan­ning meet­ing lat­er in the day

He stat­ed the Air­port has received CGNP No. 2 from Cardel­la, which is being reviewed by Ardur­ra now for con­struc­tion options and consideration.

The Fed­er­al Gov­ern­ment will decide their fund­ing allo­ca­tion for the IIJA requests some­time late March.

Our Finan­cial team is work­ing on the TIFIA appli­ca­tion for the fund­ing of the North Ten­ni­nal Expan­sion Project.

There were no addi­tion­al pub­lic comments.

Next meet­ing sched­uled: Board Meet­ing: Feb­ru­ary 25, 2026 — 9:00 a.m.