DEF 14A of AerSale Corp, Apr 24, 2025

DEF 14A of AerSale Corp

Filed Apr 24, 2025 · FY20240000950170-25-058005

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board has nominated, Nicolas Finazzo, Robert B. Nichols, Lt. General Judith Fedder, Andrew Levy, Thomas Mullins, Carol DiBattiste, and Thomas Mitchell to serve as directors until the 2026 Annual Meeting and until each such director’s respective successor is elected and qualified. In accordance with our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws, each as amended, the Board of Directors will stand for election for one-year terms that expire at the following year’s annual meeting and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification, or removal. Pursuant to our Amended and Restated Certificate of Incorporation, as amended, the total number of directors shall be fixed exclusively by resolutions adopted from time to time by the Board, which number is currently nine. Each of Peter Nolan and General C. Robert Kehler notified the Company of his intent not to stand for re-election to the Board at the Annual Meeting upon the expiration of his term. Their respective decisions were not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices. The Board has set the size of the Board at seven, effective as of the date of the Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named. Newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal, or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders). If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as a director of the person whose name and biography appears below. In the event that any of Mr. Finazzo, Mr. Nichols, Lt. General Fedder, Mr. Levy, Mr. Mullins, Ms. DiBattiste or Mr. Mitchell should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or the Board may elect to reduce its size. The Board of Directors has no reason to believe that any of the director nominees will be unable to serve if elected. Each of the director nominees has consented to being named in this proxy statement and to serve if elected.

  2. Vote Required

    | Nicolas Finazzo | | | Age: 68 Position: Chairman, Chief Executive Officer, and Director | Nicolas Finazzo has served on our Board since December 2020. Mr. Finazzo co-founded AerSale Corp. in 2008 with Mr. Nichols and has served as Chairman and Chief Executive Officer from inception until January 2019, and again since December 2019. He has also served as Division President, TechOps since December 2019. From January 2019 to December 2019, Mr. Finazzo was Executive Chairman of AerSale Corp. From 1997 to 2008, Mr. Finazzo was Co-Founder and Chief Executive Officer of AeroTurbine, Inc., a supplier of aircraft and engine products and maintenance, repair and overall ("MRO") service provider. In 1997, Mr. Finazzo was Vice President and General Counsel of AeroThrust, Inc., a parts supplier, MRO service provider and aircraft engine leasing company. From 1991 to 1997, Mr. Finazzo was Vice President and General Counsel of International Air Leases, Inc., a used aircraft leasing company. From 1987 to 1991, Mr. Finazzo was Vice President of Contracts for Greenwich Air Services, a jet engine MRO service provider. From 1981 to 1987, Mr. Finazzo was President of Southern Express Airways, Inc., a commuter airline operating in the United States. Mr. Finazzo graduated from the University of Michigan with a Bachelor of Science degree in Political Science and earned a Juris Doctorate degree from the University of Miami School of Law. Mr. Finazzo is licensed to practice law in Florida and also holds a Federal Aviation Administration Airframe and Powerplant Mechanic license. As one of our founders, Chairman and Chief Executive Officer, Mr. Finazzo brings to the Board significant senior leadership and institutional knowledge of the Company with considerable expertise in MRO services, parts distribution and aircraft and engine leasing sectors of the industry. |

  3. Non-Employee Directors

    Non-Employee Directors

  4. Non-Employee Directors

    | Robert B. Nichols | | | Age: 68 Position: Director | Robert B. Nichols has served on our Board since December 2020. Mr. Nichols co-founded AerSale Corp. in 2008 with Mr. Finazzo and served as Vice Chairman from January 2019 until his retirement on December 31, 2023. He has also served as Division President, Asset Management Solutions from December 2019 until his retirement on December 31, 2023. From 2017 to December 2019, Mr. Nichols was Principal of AerSale Corp. From 2008 to 2017, Mr. Nichols also was Chief Operating Officer of AerSale Corp. From 1997 to 2008, prior to founding AerSale Corp., Mr. Nichols was Co-Founder and Chief Operating Officer of AeroTurbine, Inc. From 1990 to 1997, he was Vice President of Engine Sales and Leasing for AeroThrust, Inc. From 1989 to 1990, Mr. Nichols was Director of Engine Sales and Leasing for Greenwich Air Services. Mr. Nichols graduated from the University of Texas with a Bachelor of Science degree in business administration and accounting and attended vocation and technical training at Boeing (formerly Aviall Baniff) on a variety of aircraft engines, including P&WJT8D, CFMI, CFM56-3, IAE V2500, and RR Tay 650 heavy maintenance. As one of our founders and former Vice Chairman, Mr. Nichols brings to the Board significant senior leadership, marketing, technical, and global experience along with deep institutional knowledge of the Company, its operations and customer relations. |

  5. Non-Employee Directors

    | Lt. General Judith Fedder | | | Age: 67 Position: Director | Lt. General Fedder has served on our Board since July 1, 2022. At the time of her retirement after nearly 35 years of active duty Air Force service, Lt. General Fedder served as Deputy Chief of Staff for Logistics, Installations and Mission Support, Headquarters U.S. Air Force, Washington, D.C. In that role, she was responsible to the Air Force Chief of Staff for leadership, management and integration of Air Force logistics readiness, aircraft, munitions, and missile maintenance, with emphasis on combat readiness and weapon system availability. Her portfolio also included setting policy and preparing budget estimates for Air Force civil engineering and security forces functions. Following her military career, Lt. General Fedder was a Senior Director at The Boeing Company for Global Sales and Marketing, Integrated Logistics, Boeing Defense. In that role, she secured capture of after-market services for military fighter and helicopter platforms and supply chain. She is currently a Senior Advisor at the Boston Consulting Group. Lt. General Fedder is a member of the Board of Directors of GelSight, Inc. and the Institute for Defense & Business, a nonprofit education and research institute in Chapel Hill, North Carolina. She also served as a member of the Defense Advisory Committee for Women in the Services and is an Emeritus Member of the Board of Governors for Civil Air Patrol. General Fedder is a former Presidential appointee to the Board of Visitors for the U.S. Air Force Academy as well as recipient of the Michigan State University Distinguished Alumni Award in 2014. Lt. General Fedder graduated from Michigan State University in 1980 with a Bachelor of Science degree and holds an MBA from the Florida Institute of Technology. She is also a distinguished graduate of the Air Force Reserve Officer Training Corps program, and her active duty career included leading and commanding aircraft maintenance units. Lt. General Fedder served as the Sub-Unified Commander of U.S. Forces Azores and commanded the 76th Maintenance Wing aircraft depot at Tinker AFB, Oklahoma, leading over 9,000 employees in the maintenance, repair, and overhaul of military aircraft, engines, and components. Lt. General Fedder brings to the Board over 35 years of leadership and governance experience in aeronautical government and defense contracting and logistics. |

  6. Non-Employee Directors

    | Andrew Levy | | | Age: 55 Position: Director | Mr. Levy has served on our Board since April 15, 2023. Mr. Levy is the founder, Chairman and Chief Executive Officer of Avelo, Inc. and its wholly owned subsidiary Avelo Airlines, an ultra-low-cost carrier focused on the U.S. domestic market. Prior to launching Avelo Airlines in 2021, Mr. Levy was a co-founder and served as President, Chief Operating Officer, Chief Financial Officer, Treasurer and a member of the board of directors of Allegiant Travel Company (Nasdaq: ALGT), parent company of U.S. ultra-low-cost carrier of Allegiant Air, from 2001 to 2014. Following his tenure at Allegiant, Mr. Levy served as Executive Vice President and Chief Financial Officer for United Airlines (NYSE: UAL) from August 2016 until May 2018. Mr. Levy has been a member of the board of directors at Copa Holdings, S.A. (NYSE: CPA) since 2016, a leading Latin American airline, and has served on its audit committee. Mr. Levy started his aviation career as the Director of Contracts at ValueJet Airlines and also served as Vice President of Savoy Capital, an aviation focused investment and advisory firm, and Vice President of Network Development and Planning at Mpower Communications, a telecommunications company. Mr. Levy earned a BA degree in Economics from Washington University in St. Louis and a Juris Doctorate degree from Emory University School of Law. Mr. Levy brings to the Board just under three decades of corporate and entrepreneurial experience in the aviation and telecommunications industries as well as leadership and governance experience and extensive involvement serving as a director and member of board committees. |

  7. Non-Employee Directors

    | Thomas Mullins | | | Age: 60 Position: Director | Thomas Mullins was appointed to the AerSale Board on February 18, 2025. Mr. Mullins is currently an independent investor, including multiple private equity investments in the airline and aviation services sector. From 1990 until his retirement in June 2022, he was an investment banker at Raymond James Financial (“Raymond James”, NYSE: RJF). In 2000, he founded the aviation sector investment banking practice within Raymond James, which completed transactions for a range of clients in The Americas and Europe, including low-cost air carriers, full-service airlines, cargo airlines, regional “feeder” airlines, fixed-base operators, charter airlines, loyalty programs and others. His transaction work for aviation clients included IPOs and other types of public securities offerings, private equity and debt capital raises, mergers & acquisitions, and other advisory roles. Mr. Mullins earned a BA degree with magna cum laude distinction from Vanderbilt University and also holds an MBA degree from the Tuck School of Business at Dartmouth College. Mr. Mullins brings to the Board particular knowledge and experience in the areas of corporate finance, strategic acquisitions and the capital markets. He also brings existing familiarity with the Company’s client base and feedstock sources, and with the commercial aviation sector generally. |

  8. Non-Employee Directors

    | Carol DiBattiste | | | Age: 73 Position: Director | Ms. DiBattiste was appointed to the Board on April 1, 2025. Ms. DiBattiste served as the Chief Legal & Compliance Officer and Corporate Secretary for QOMPLX, the principal business of which involved cloud-native risk analytics management, from 2021 to 2022. Prior to her position with QOMPLX, Ms. DiBattiste was employed by Comscore (Nasdaq:SCOR), a media measurement company providing marketing data and analytics to enterprises, as its Executive Vice President, Chief Legal Officer & Compliance Officer and Corporate Secretary, from 2019 to 2020, and its General Counsel & Chief Compliance, Privacy, People Officer & Secretary, from, 2017 to 2019. Ms. DiBattiste also served in senior executive positions including as the Executive Vice President, Chief Legal, Privacy, Security and Administrative Officer for Education Management Corporation (Nasdaq: EDMC), from 2013 to 2016; Executive Vice President, General Counsel and Chief Administrative Officer for GeekNet (Nasdaq: GKNT), from 2011 to 2013; Senior Vice President, Privacy and Security for Reed Elsevier/LexisNexis (NYSE: RELX), from 2008 to 2011; and Executive Vice President, General Counsel and Chief Privacy Officer at ChoicePoint (NYSE:CPS), from 2005 to 2008. Ms. DiBattiste's U.S. government senior executive experience includes: Highly Qualified Expert, Department of Defense (2023-2024); Executive in Charge and Vice Chairman, Board of Veterans’ Appeals (2016-2017), and Senior Advisor for Appeals Modernization, Office of the Secretary (2016), Department of Veterans Affairs; Deputy Administrator (2004-2005), and Chief of Staff (2003-2004), Transportation Security Administration, Department of Homeland Security; Honorable Under Secretary of the United States Air Force (Senate confirmed), Department of Defense (1999-2001); Deputy United States Attorney, Southern District of Florida (1997-1999), and Director, Executive Office for U.S. Attorneys (1994-1997), Department of Justice; and Principal Deputy General Counsel of the Navy (1993-1994), Department of Defense. Ms. DiBattiste also served on active duty in the U.S. Air Force with a distinguished military career. Ms. DiBattiste previously served as an independent director on the board of directors of the following publicly traded companies: AEye (Nasdaq:LIDR), a provider of high-performance active LiDAR systems for vehicle autonomy, from 2021 to 2023, where she served as board chair and as a member of its audit, compensation and nominating and governance committees; and Climb Global Solutions (Nasdaq: CLMB), an information technology distribution and solutions provider, from 2020 to 2021. She also served on the board of directors of artificial intelligence provider Giant Oak, Inc.; and American Roll-On Roll-Off Carrier, a leading U.S. flag transportation carrier in the international trades. Ms. DiBattiste holds a Master of Laws Degree from the Columbia University School of Law, a Law Degree from Temple University School of Law, and a Bachelor of Arts Degree with honors from LaSalle University. She completed the Harvard Business School Strategic Leadership Program, Carnegie Mellon University Cybersecurity Oversight Certification, and was National Association of Corporate Directors NACD Directorship Certified™. She is licensed to practice law in Florida and the District of Columbia, holds a Secret Level National Security Clearance, and is a speaker on Risk, Compliance, and Leadership. Ms. DiBattiste brings to the Board extensive experience in corporate governance, regulatory compliance, cybersecurity, and leadership roles across both the public and private sectors, including extensive executive positions at multiple public companies. |

  9. Non-Employee Directors

    | Thomas Mitchell | | | Age: 54 Position: Director | Mr. Mitchell served as the Chief Procurement Officer for Akumin, a leader in advanced imaging and radiation oncology in the U.S., from February 2024 to February 2025. Prior to his employment with Akumin, Mr. Mitchell was President at iAero Thrust, an integrated full-service provider of aftermarket power and maintenance for commercial jet engines, from February 2020 to January 2023. Prior to iAero Thrust, Mr. Mitchell held numerous positions at GE Healthcare, a leading global medical technology, pharmaceutical diagnostics, and digital solutions innovator, including as Chief Procurement Officer February 2019 to November 2019, Vice President of Global Supply Chain February 2018 to February 2019, and Vice President of Sourcing from 2015 to 2018. Mr. Mitchell also held a variety of positions at various GE entities (GE India, GE Inspection Technologies, GE Transportation, GE China, GE Aviation, GE Engine Assembly) including General Manager of Supply Chain, General Manager of Sourcing, Commodity Leader, Plant Operations Leader and Operational Development. Mr. Mitchell holds an MBA from the University of North Carolina and a BS in Manufacturing Engineering from Boston University. Mr. Mitchell brings to the Board particular knowledge and experience in the areas of global supply chain management, manufacturing, aviation, strategic acquisitions and engineering. He also brings familiarity with the Company’s customer base and feedstock sources, and with the commercial aviation sector generally. |

  10. Offer Letters

    | Name | Base Salary | Target Cash Bonus Opportunity ($ Value) | Target Equity ($) | | Nicolas Finazzo - Chairman and Chief Executive Officer | $1,000,000 | $1,000,000 | $3,000,000 | | Gary Jones - Chief Operating Officer and Head of Material Sales | $425,000 | $255,000 | $425,000 | | Martin Garmendia, Chief Financial Officer, Treasurer and Secretary | $425,000 | $255,000 | $425,000 | | James Fry - Former EVP, General Counsel and Secretary | $400,000 | $240,000 | $400,000 | | Iso Nezaj - Chief Product Development Officer | $350,000 | $175,000 | $333,333 |

  11. Offer Letters

    All equity awards are apportioned 50% PSUs, 25% stock options and 25% RSUs. The PSUs only vest if the three year cumulative performance metric is achieved. The stock options and RSUs have a pro rata three year vesting period commencing on the first anniversary of the date of grant. All equity awards are subject to forfeiture if the employee terminates employment prior to the vest date. The offer letters also provide that each named executive officer will be eligible to participate in the AerSale Corporation Severance Plan, as described below.

  12. Fiscal 2024 Peer Group

    Fiscal 2024 Peer Group The Compensation Committee believes that total compensation opportunities for the Company’s key executives, including the named executive officers, should be competitive with those offered by other companies competing for talent in the Company’s employment market. The goal of the Compensation Committee is to assemble a set of peer group companies that provide relevant pay and performance comparisons with the Company. The Compensation Committee and its independent compensation consultant recognize that any peer group of the Company will be imprecise given the Company’s unique characteristics, the diversity of its businesses and the diversity of the markets in which the Company operates. The Compensation Committee and its independent compensation consultant further recognize that there will be larger-sized and smaller-sized companies in the Company’s peer group; companies that are competitors in some but not all of the Company’s businesses; and other financial, business or market attributes that the peer group companies may or may not share with the Company. When determining the fiscal 2024 peer group, the Compensation Committee used the following criteria: company type; industry classification (using Standard and Poor’s GICS codes); companies of comparable size to the Company by annual revenue (with secondary consideration given to market value); and business focus (organizations that conducted business similar in nature to that conducted by the Company). Following its review and analysis, the Compensation Committee recommended and the Board approved a fiscal 2024 peer group consisting of the following nine companies: • Kratos Defense & Security Solutions • Ducommun • Triumph Group • AeroVironment • Kaman • AAR • Cadre Holdings • VSE • Astronics

  13. Retirement Benefits

    Retirement Benefits The Company’s named executive officers also participate in a tax-qualified 401(k) savings plan available to all employees. In addition, as discussed below under “—Accelerated Equity Vesting Upon Retirement”, the Company has implemented a retirement program for the acceleration of outstanding unvested equity awards for certain qualifying retirement events. The Compensation Committee views the retirement benefits for the named executive officers as reasonable, market-competitive and consistent with the Company’s overall executive compensation program.

  14. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Mercer served as the independent compensation consultant to the Compensation Committee in fiscal 2024. Mercer provides research, data analysis, market information and compensation plan design expertise and experience to the Compensation Committee. Mercer assisted with the design and implementation of the fiscal 2024 short-term and long-term incentive plans for the Company’s senior executives and the development of the Company’s peer group for executive compensation purposes. Mercer also kept the Committee apprised of regulatory developments and market trends related to executive compensation practices. The Compensation Committee considered the independence of Mercer in fiscal 2024. The Compensation Committee’s consideration of Mercer’s independence focused on the following factors: • Other than the services described above, Mercer provided no other services to the Company and received no other fees from the Company during 2024 apart from its compensation for consulting with the Compensation Committee; • The conflicts of interest policies and procedures of the Company and of Mercer, which are designed to ensure independence; Fees paid to Mercer by the Company during 2024 were less than 1% of Mercer’s total revenue; • The fact that Mercer's employees who provided compensation consulting services did not own any shares of the Company’s common stock; • The lack of any relationships between Mercer and members of the Company’s Board; and • The lack of any relationships between Mercer and any of the Company’s executive officers. Based on this assessment, the Compensation Committee concluded that no conflicts of interest existed with respect to Mercer and that Mercer was independent of the Company. In 2024, the Company retained Mercer for services in connection with the implementation of the Company’s payroll and human resources platform and other consulting services related to employee benefit plans. The fees for the implementation of the Company’s payroll and human resources platform totaled approximately $287,500, and the fees for such other services totaled approximately $53,000. The fees for services associated with consulting the Compensation Committee on executive and director compensation in 2024 totaled approximately $29,000. The decision to retain Mercer for the additional services was determined by management. Previously, additional services provided by Mercer or its affiliates to the Company as determined by management were initially approved by the Compensation Committee when Mercer was initially engaged in 2022. The additional services provided in 2024 were not approved or ratified by the Compensation Committee. In the opinion of the Compensation Committee, the types of services provided to the Company by Mercer consultants who were distinct from the Mercer consultants who provided the Compensation Committee with executive and director compensation advisory services did not compromise Mercer’s independence with respect to the executive and director compensation advisory services provided directly to the Compensation Committee.

  15. Equity Grant Practices

    Equity Grant Practices The Compensation Committee meets from time to time to consider and act with respect to equity compensation awards for the Company’s executive officers. The Committee typically approves annual equity awards in June. The Committee — or the Chief Executive Officer pursuant to authority delegated by the Committee — also grants equity awards to newly hired or newly promoted employees at other times during the year. The grant date is the date on which the Compensation Committee acts to approve the award, unless the Compensation Committee establishes the grant date at a specified future date, such as following the release of earnings or other potentially material non-public information. Board and Compensation Committee meetings are generally scheduled a year in advance and without regard to anticipated earnings or other major announcements by the Company. The Company does not time the granting of its equity compensation awards to affect the value of its executive compensation. The Company did not grant stock options (or similar awards) to any named executive officer during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.

  16. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2022, December 31, 2023 and December 31, 2024.

  17. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Nicolas Finazzo Chairman and Chief Executive Officer | 2024 | 1,000,000 | — | 3,242,460 | 1,081,141 | — | 65,159 | 5,388,760 | | | 2023 | 1,000,000 | 2,480,000 | — | — | — | 66,515 | 3,546,515 | | | 2022 | 1,000,000 | — | — | — | 280,000 | 66,568 | 1,346,568 | | Gary Jones Chief Operating Officer and Head of Material Sales | 2024 | 414,218 | — | 459,340 | 153,161 | 199,283 | 43,382 | 1,269,384 | | | 2023 | 390,384 | — | — | — | 175,100 | 33,746 | 599,230 | | | 2022 | 350,000 | — | — | — | 175,000 | 33,463 | 558,463 | | Martin Garmendia Chief Financial Officer, Treasurer and Secretary | 2024 | 413,558 | — | 459,340 | 153,161 | 71,783 | 32,633 | 1,130,475 | | | 2023 | 399,038 | 285,000 | — | — | — | 21,238 | 705,276 | | James Fry Former Executive Vice President General Counsel and Secretary(5) | 2024 | 377,415 | — | 563,011 | 144,150 | 67,200 | 43,382 | 1,195,158 | | Iso Nezaj Chief Product Development Officer | 2024 | 350,000 | — | 360,273 | 120,125 | 136,763 | 39,327 | 1,006,488 |

  18. Summary Compensation Table

    (1) In 2023, Messrs. Finazzo and Garmendia received a bonus of $2,480,000 and $285,000 respectively. The Board determined that as a Restricted Executive in 2021, 2022 and for the first quarter of 2023, Messrs. Finazzo and Garmendia were not adequately compensated for producing the exceptional results the Company achieved in 2021 and 2022 due to the CARES Act limitations. Accordingly, in recognition of these achievements and the previous CARES Act restrictions on compensation, in April 2023, Messrs. Finazzo and Garmendia received a one-time cash bonus. (2) These amounts reflect the aggregate grant date fair value of RSU, PSU and stock option awards granted in fiscal 2024 in accordance with ASC Topic 718. The value of the stock awards assuming the highest level of performance conditions for the PSU awards will be achieved is $5,404,101, $765,566, $765,566, $981,915 and $600,456 for each of Messrs. Finazzo, Jones, Garmendia, Fry and Nezaj. For additional information on the valuation assumptions regarding the RSU, PSU and stock option awards, see Note O to the Consolidated Financial Statements in the 2024 Annual Report. (3) Reflects a reduced amount of the annual performance-based bonuses paid to each named executive officer with respect to 2024, notwithstanding performance, Mr. Finazzo elected not to receive non-equity incentive compensation for 2024. (4) Amounts for 2024 reflect (i) insurance premiums paid by us on behalf of Messrs. Finazzo, Jones, Garmendia Fry and Nezaj of $32,486, $33,032, $22,283,$33,032, and $28,977 respectively, (ii) car allowances paid to Mr. Finazzo of $22,323 (which includes a tax true-up of $1,888 related to personal use of the vehicle), and (iii) a $10,350 fully vested 401(k) matching contribution for each of Messrs. Finazzo, Jones, Garmendia, Fry and Nezaj. (5) Mr. Fry resigned from the Company on April 14, 2025. The Compensation Committee believes that total compensation opportunities for the Company’s key executives, including the named executive officers, should be competitive with those offered by other companies competing for talent in the Company’s employment market. The goal of the Compensation Committee is to assemble a set of peer group companies that provide relevant pay and performance comparisons with the Company. Along these lines, and as described above, the Compensation Committee engaged Mercer to assist with peer group analysis and benchmarking.

  19. Grant of Plan-Based Awards

    Grant of Plan-Based Awards

  20. Grant of Plan-Based Awards

    | Name | Grant date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other stock awards: Number of shares of stock or | All other option awards: Number of securities underlying | Exercise or base price of option | Grant date fair value of stock and option | | | | Threshold(1) ($) | Target(1) ($) | Maximum(1) ($) | Threshold (#) | Target(2) (#) | Maximum(3) (#) | units(4) (#) | options(5) (#) | awards(6) ($/Sh) | awards(7) ($) | | Nicolas Finazzo | 6/7/2024 | — | 1,000,000 | 2,000,000 | — | 307,926 | 615,852 | 153,963 | 289,850 | 7.02 | 4,323,601 | | Gary Jones | 6/7/2024 | — | 255,000 | 510,000 | — | 43,622 | 87,244 | 21,811 | 41,062 | 7.02 | 612,501 | | Martin Garmendia | 6/7/2024 | — | 255,000 | 510,000 | — | 43,622 | 87,244 | 21,811 | 41,062 | 7.02 | 612,501 | | James Fry | 6/7/2024 | — | 240,000 | 480,000 | — | 59,673 | 119,346 | 20,528 | 38,646 | 7.02 | 707,161 | | Iso Nezaj | 6/7/2024 | — | 175,000 | 350,000 | — | 34,214 | 68,428 | 17,107 | 32,205 | 7.02 | 480,398 | | (1) Although there is no Threshold amount, the Compensation Committee and the Board can make discretionary awards of non-equity cash incentives if the Company achieves the Minimum Target Adjusted EBITDA , subject to modification in consideration of individual performance objectives. The Target and Maximum represents the amount which the employee may receive if the Company achieves 100% and 200% or more, respectively, of the one year Target Adjusted EBITDA performance goal for the year ending December 31, 2024, in each case, subject to modification in consideration of individual performance objectives. (2) Represents the amount which the employee may receive if the Company achieves 100% of the three year cumulative Target Adjusted EBITDA performance goal for the cumulative three year period ending December 31, 2026. (3) Represents the maximum amount which the employee may receive if the Company achieves 200% or more of the Target Adjusted EBITDA performance goal for cumulative three year period ending December 31, 2026. (4) Represents the number of RSUs granted June 7, 2024 that vest equally on each of the first three anniversary dates from the grant date and convert into one share of Company common stock. (5) Represents the number of stock options granted June 7, 2024 that vest equally on each of the first three anniversary dates from the grant date and convert into one share of Company common stock with an exercise price of $7.02 and expire June 7, 2034. (6) Represents the exercise price which was the closing price of the Company stock as of the June 7, 2024 grant date. (7) For RSUs and restricted PSUs, represents the closing price of the Company stock of $7.02 on the June 7, 2024 grant date. For stock options, represents the June 7, 2024 grant date fair value is based upon the Black Scholes valuation method which was $3.73 per share. | | | | | | | | | | | |

  21. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  22. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options(1) (#) Unexercisable | Option Exercise Price(2) ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested(3) (#) | Market Value of Shares or Units of Stock That Have Not Vested(4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(5) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) ($) | | Nicolas Finazzo | — | 289,850 | 7.02 | 6/7/2034 | 153,963 | 969,967 | 307,926 | 1,939,934 | | Gary Jones | — | 41,062 | 7.02 | 6/7/2034 | 21,811 | 137,409 | 43,622 | 274,819 | | Martin Garmendia | — | 41,062 | 7.02 | 6/7/2034 | 21,811 | 137,409 | 43,622 | 274,819 | | James Fry | — | 38,646 | 7.02 | 6/7/2034 | 20,528 | 129,326 | 59,673 | 375,940 | | Iso Nezaj | — | 32,205 | 7.02 | 6/7/2034 | 17,107 | 107,774 | 34,214 | 215,548 | | (1) Represents the number of stock options granted June 7, 2024 that vest equally on each of the first three anniversary dates from the grant date and convert into one share of Company common stock with an exercise price of $7.02 and expire June 7, 2034. (2) Represents the exercise price which was the closing price of the Company stock as of the June 7, 2024 grant date. (3) Represents the number of RSUs granted June 7, 2024 that vest equally on each of the first three anniversary dates from the grant date and convert into one share of Company common stock. (4) Based on a closing price of the Company stock of $6.30 as of December 31, 2024. (5) Represents the amount which the employee may receive if the Company achieves target level of performance for Target Adjusted EBITDA for the cumulative three year period ending December 31, 2026. | | | | | | | | |

  23. Outstanding Equity Awards at Fiscal Year-End

    All of the awards reflected in the above table were made pursuant to the 2020 Plan.

  24. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  25. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Nicolas Finazzo | — | — | | Gary Jones | — | — | | Martin Garmendia | — | — | | James Fry | 6,205(1) | 43,756(2) | | Iso Nezaj | — | — | | (1) Represents 3,467 RSUs that vested on March 13, 2024 and 2,738 RSUs that vested on March 18, 2024. (2) Represents the closing price of the common stock of the Company of $6.84 on March 13, 2024 for the 3,467 RSUs and a closing price of $7.32 on March 18, 2024 for the 2,738 RSUs. | | |

  26. Table of potential payments upon a termination of employment or a change-in-control of the Company

    Table of potential payments upon a termination of employment or a change-in-control of the Company The table below quantifies the benefits described above that would be paid to each current named executive officer under the following termination of employment or change-in-control events, assuming a change-in-control or a termination of employment occurred on December 31, 2024.

  27. Table of potential payments upon a termination of employment or a change-in-control of the Company

    | | Other than Cause and Change in Control | | | | | | | Death or Disability | | | | Qualified Retirement(7) | | | | Named Executive Officer | Salary(1) | Target Cash Incentive Bonus (2) | Pro-rated Actual Cash Incentive Bonus | RSUs (3) | Stock Options (4) | PSUs (5) | Health and Welfare (6) | Pro-rated Actual Cash Incentive Bonus | RSUs (3) | Stock Options (4) | PSUs (5) | RSUs | Stock Options | PSUs | | Nicolas Finazzo | $3,000,000 | $3,000,000 | — | $969,967 | — | — | $128,508 | — | $969,967 | — | — | $969,967 | — | — | | Gary Jones | $850,000 | $510,000 | $199,283 | $137,409 | — | — | $66,064 | $199,283 | $137,409 | — | — | — | — | — | | Martin Garmendia | $850,000 | $510,000 | $71,783 | $137,409 | — | — | $44,566 | $71,783 | $137,409 | — | — | — | — | — | | James Fry(8) | $800,000 | $480,000 | $67,200 | $129,326 | — | — | $66,064 | $67,200 | $129,326 | — | — | — | — | — | | Iso Nezaj | $700,000 | $350,000 | $136,763 | $107,774 | — | — | $57,954 | $136,763 | $107,774 | — | — | $107,774 | — | — | | (1) For Mr. Finazzo represents continued salary for three years. For Messrs. Jones, Garmendia, Fry and Nezaj, represents a continued salary for two years. (2) For Mr. Finazzo represents a bonus target for three years. For Messrs. Jones, Garmendia, Fry and Nezaj, represents a bonus target for two years. For termination outside of a change in control, the named executive officers would not be entitled to these amounts. (3) The amount in this column represents the value of RSUs that would vest upon termination or a change in control as of December 31, 2024 based on the closing price of AerSale stock on December 31, 2024 of $6.30. (4) Represents the value of stock options as of December 31, 2024 with an exercise price of $7.02 and a stock closing price of $6.30. (5) The PSUs are contingent upon the Company achieving certain three year cumulative performance metrics beginning with the 2024 performance year and the Company has not achieved the performance metrics for 2024 and therefore the performance stock units currently have no value (6) For Mr. Finazzo, represents the current cost of health benefits for three years. For Messrs. Jones, Garmendia, Fry and Nezaj, represents the current cost of health benefits for two years. (7) Mr. Finazzo and Mr. Nezaj are the only two NEOs that meet the age and tenure requirements under the definition of a Qualified Retirement. Qualified Retirement is defined as a participant’s voluntary termination after attaining the age of 65 with at least five years of continuous service with the Company and the participant has provided the Company with at least twelve months advance written notice of their intent to retire subject to a non-compete and non-solicitation covenant. The amounts in this column represents the value of RSUs that would vest upon retirement as of December 31, 2024 based on the closing price of AerSale stock on December 31, 2024 of $6.30. The PSUs are contingent upon the Company achieving certain three year cumulative performance metrics beginning with the 2024 performance year and the Company has not achieved the performance metrics for 2024 and therefore the performance stock units currently have no value. (8) Mr. Fry resigned from the Company on April 14, 2025, and did not receive any termination benefits in connection with his departure. | | | | | | | | | | | | | | |

  28. CEO Pay Ratio

    CEO Pay Ratio A public company must disclose in its annual proxy statement its CEO pay ratio, defined as the ratio of the annual total compensation of its chief executive officer to the annual total compensation of its median employee. Our median employee is selected every year. We used the following methodology to determine our CEO pay ratio for fiscal 2024: 1. We determined that as of December 31, 2024 we had a total employee population of 720 employees. 2. Of this group, we identified a selected employee group of 708 employees, representing all of our U.S. employees. 3. As permitted by SEC rules, we excluded our employees in all other non-U.S. jurisdictions as these employees together represented less than 5% of our total employee population. The number of employees excluded in non-U.S. jurisdictions at the December 31, 2024 determination date were: United Kingdom (3), Ireland (1), and Singapore (1). 4. For our selected employee group, we determined each domestic employee’s total cash compensation based on their 2024 earned compensation which includes certain bonus payments earned, but not paid until 2025, for the 2024 calendar year, as reflected in our payroll records and systems. 5. We identified our median employee from our selected employee group (excluding the Chief Executive Officer). 6. Once we identified our median employee, we calculated the annual total compensation of this median employee for Fiscal 2024, using the same methodology that we used to calculate the annual total compensation of our named executive officers, including our Chief Executive Officer, in the Summary Compensation Table. The following table shows the ratio of the annual total compensation of our Chief Executive Officer compared to that of our median employee for fiscal 2024:

  29. CEO Pay Ratio

    | Annual total compensation for our CEO for 2024 | $5,388,760 | | Annual total compensation for our median employee for 2024 | $75,436 | | Ratio of annual total compensation of our CEO to the annual total compensation of our median employee for 2024 | 71 to 1 |

  30. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive “Compensation Actually Paid” or “CAP” (as calculated in accordance with SEC rules) and certain Company performance for the fiscal years listed below. You should refer to the Compensation Discussion and Analysis section in this proxy statement for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.

  31. Pay Versus Performance

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(2) | Net Income ($Thousands) | Adjusted EBITDA ($Thousands) (3) | | 2024 | $5,388,760 | $2,833,112 | $1,150,376 | $763,434 | $35.51 | $143.36 | $5,851 | $33,386 | | 2023 | $3,546,515 | ($1,525,485) | $638,607 | ($1,369,060) | $71.56 | $125.31 | ($5,563) | $12,278 | | 2022 | $1,346,568 | ($2,949,432) | $914,150 | ($786,351) | $91.43 | $117.37 | $43,861 | $87,436 |

  32. Pay Versus Performance

    (1) Amounts represent Compensation Actually Paid to our principal executive officer (“PEO”) and the average Compensation Actually Paid to our remaining named executive officers for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  33. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2024 | Nicolas Finazzo | Gary Jones; Martin Garmendia; James Fry; Iso Nezaj | | 2023 | Nicolas Finazzo | Robert Nichols; Martin Garmendia | | 2022 | Nicolas Finazzo | Robert Nichols; Gary Jones |

  34. Pay Versus Performance

    Compensation actually paid to our named executive officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  35. Pay Versus Performance

    | | 2022 | | 2023 | | 2024 | | | Adjustments | PEO | Average non-PEO NEOs | PEO | Average non-PEO NEOs | PEO | Average non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable Fiscal Year | $0 | $0 | $0 | $0 | ($4,323,601) | ($603,140) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End, determined as of Applicable Fiscal Year End | $0 | $0 | $0 | $0 | $1,767,953 | $233,269 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable Fiscal Year that Vested during Applicable Fiscal Year, determined as of Vesting Date | $0 | $0 | $0 | $0 | $0 | $0 | | Increase/deduction for Awards Granted during Prior Fiscal Year that were Outstanding and Unvested as of Applicable Fiscal Year End, determined based on change in ASC 718 Fair Value from Prior Fiscal Year End to Applicable Fiscal Year End | ($2,432,000) | ($962,667) | $0 | $0 | $0 | ($14,037) | | Increase/deduction for Awards Granted during Prior Fiscal Year that Vested During Applicable Fiscal Year, determined based on change in ASC 718 Fair Value from Prior Fiscal Year End to Vesting Date | ($1,864,000) | ($737,833) | ($5,072,000) | ($2,007,667) | $0 | ($3,034) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior Fiscal Year that were Forfeited during Applicable Fiscal Year, determined as of Prior Fiscal Year End | $0 | $0 | $0 | $0 | $0 | $0 | | Increase based on Dividends or Other Earnings Paid during Applicable Fiscal Year prior to Vesting Date | $0 | $0 | $0 | $0 | $0 | $0 | | TOTAL ADJUSTMENTS | ($4,296,000) | ($1,700,500) | ($5,072,000) | ($2,007,667) | ($2,555,648) | ($386,942) |

  36. Pay Versus Performance

    (1) The Company Total Shareholder Return (“TSR”) and the Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The Comparator Index for the relevant fiscal years is the S&P 500 Aerospace & Defense Index. We have selected Adjusted EBITDA as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link CAP to our named executive officers to Company performance. Adjusted EBITDA is a non-GAAP measure and is defined as net income (loss) after giving effect to interest expense, depreciation and amortization, income tax expense (benefit), and other non-recurring or unusual items.

  37. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  38. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2024: • Adjusted EBITDA Revenue

  39. Director Compensation

    Director Compensation Effective February 23, 2021, we adopted a non-employee director compensation policy that was applicable to each of our non-employee directors other than those affiliated with Leonard Green. This non-employee director compensation policy was first amended and restated on February 8, 2022 (as amended and restated, the “Prior Director Compensation Policy”), and further amended and restated on June 9, 2023 (the “Amended Director Compensation Policy”). Pursuant to the Amended Director Compensation Policy, each eligible non-employee director will receive an annual cash retainer of $75,000, paid quarterly in arrears. The director serving as the lead independent director of the Board will receive an additional cash retainer of $100,000. The chairpersons of each of the committees and committee members each receive additional cash retainers as follows:

  40. Director Compensation

    | Committee | Chair | Member | | Audit | $17,500 | $10,000 | | Compensation | $15,000 | $7,000 | | Nominating & Governance | $10,000 | $5,000 |

  41. Director Compensation

    In addition, under the Amended Director Compensation Policy, eligible directors are granted an annual RSU award that has a grant date value of $125,000 (with prorated awards made to directors who join on a date other than the annual award date), which will generally vest in full on the first anniversary of the grant date, subject to the director’s continued service through the applicable vesting date. These amounts reflect the aggregate grant date fair value of RSUs granted in fiscal year 2024 in accordance with ASC Topic 718. For additional information on the valuation assumptions regarding the RSU awards, see Note O to the Consolidated Financial Statements in the Company’s 2024 Form 10-K. The following table sets forth information concerning the compensation of our directors for the year ended December 31, 2024.

  42. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(8) | Total | | Peter Nolan(1) | $192,000 | $125,000 | $317,000 | | Andrew Levy(2) | $91,042 | $125,000 | $216,042 | | General C. Robert Kehler(3) | $87,000 | $125,000 | $212,000 | | Lt. General Judith Fedder(4) | $90,082 | $125,000 | $215,082 | | Robert Nichols(5) | $75,000 | $177,158 | $254,795 | | Jonathan Seiffer(6)(7) | — | — | — | | (1) Pursuant to the Director Compensation Policy, includes (a) annual retainer of $75,000; (b) additional annual retainer of $100,000 as lead independent director; and (c) $10,000 retainer as a member of the Audit Committee; and (d) $5,000 as a member of the Governance Committee. Mr. Nolan is not standing for re-election to the Board at the 2025 Annual Meeting. (2) Pursuant to the Director Compensation Policy, includes (a) annual retainer of $75,000; and (b) $17,500 retainer as chair of the Audit Committee pro-rated for his appointment date as chair of the Audit Committee. (3) Pursuant to the Director Compensation Policy, includes (a) annual retainer of $75,000; (b) $7,000 retainer as a member of the Compensation Committee; and (c) $5,000 retainer as a member of the Governance Committee. (4) Pursuant to the Director Compensation Policy, includes (a) annual retainer of $75,000; (b) $10,000 retainer as a member of the Audit Committee pro-rated for her appointment date to the Audit Committee; and (c) $7,000 retainer as a member of the Compensation Committee. (5) Pursuant to the Director Compensation Policy, includes (a) annual retainer of $75,000 and (b) such amount was adjusted to account for a pro-rated grant of 4,394 RSUs ($52,158 grant date fair market value). | | | |

  43. Director Compensation

    | (6) Pursuant to Leonard Green internal policies, any directors affiliated with Leonard Green are not entitled to any form of Board compensation. (7) Mr. Seiffer resigned from the Board effective March 14, 2025. (8) As of December 31, 2024, there were 16,960, 16,960, 16,960, 16,960, 21,354 and 0 shares of unvested RSU awards granted to each of Messrs. Nolan and Levy, General Kehler, Lt. General Fedder, and Messrs. Nichols and Seiffer, respectively. |

  44. Director Compensation

    Mr. Finazzo, who served as an executive officer and director in 2024, did not receive any additional compensation for his service on our Board. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information with respect to holdings of our common stock by (i) stockholders who beneficially owned more than 5% of the outstanding shares of our common stock, and (ii) each of our directors (which includes all nominees), each of our named executive officers and all directors and executive officers as a group as of April 9, 2025, unless otherwise indicated. The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power. Applicable percentage ownership is based on shares of common stock outstanding as of April 9, 2025. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or other rights held by such person that are currently exercisable or will become exercisable within 60 days of April 9, 2025 and shares of RSUs that vest within 60 days of April 9, 2025, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. We believe, based on information provided to us, that each of the stockholders listed below has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

  45. Director Compensation

    | | Beneficial Ownership | | | Name and Address of Beneficial Owner(1) | Number of Shares | Percentage | | Directors and Named Executive Officers | | | | Nicolas Finazzo | 4,618,742(2) | 9.8% | | Robert B. Nichols | 3,470,587(3) | 7.4% | | Martin Garmendia | 159,256(10) | * | | General C. Robert Kehler | 53,901 | * | | Lt. General Judith A. Fedder | 37,708 | * | | Peter Nolan (4) | 36,901 | * | | Andrew Levy | 39,538 | * | | Carol DiBattiste | — | * | | Thomas Mitchell | — | * | | Thomas Mullins | — | * | | Gary Jones | 137,381(11) | * | | James Fry | 31,568(12) | * | | Iso Nezaj | 182,020(13) | * | | All Directors and Executive Officers as a Group (16 individuals) | 9,045,719 | 19.2% | | Greater than 5% Stockholders | | | | Green Equity Investors CF, LP, Green Equity Investors Side CF, LP, LGP Associates CF LLC, GEI Capital CF, LLC, Leonard Green & Partners, L.P., LGP Management, Inc. and Peridot Coinvest Manager, LLC. | 3,141,250(5) | 6.7% | | George P. Bauer Revocable Trust, dated 7/20/1990 and Greg P. Bauer | 3,914,794(6) | 8.4% | | AltraVue Capital, LLC | 3,539,618(7) | 7.6% |

  46. Director Compensation

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  47. Director Compensation

    | M3 Funds, LLC | 3,105,000(8) | 6.6% | | BlackRock, Inc. | 2,732,461(9) | 5.8% |

  48. Director Compensation

    * Less than one percent. (1) Unless otherwise noted, the business address of each of the following individuals is 9850 NW 41 Street, Suite 400, Doral, Florida 33178. (2) Includes (i) 4,392,204 shares of our common stock held by Enarey, L.P. (ii) 35,000 shares of our common stock held by Mr. Finazzo’s daughter; and (iii) 17,000 shares of our common stock held jointly with his spouse. Mr. Finazzo is the sole member and manager of Enarey, LLC, the sole general partner of Enarey, L.P. Accordingly, all of the shares held by Enarey, L.P. may be deemed to be beneficially held by Mr. Finazzo. Mr. Finazzo disclaims beneficial ownership in shares held by his daughter. Also includes 96,617 shares of our common stock underlying stock options that are exercisable or will be exercisable within 60 days of April 9, 2025 and 51,321 RSUs with restrictions that may lapse and be paid in shares of common stock within 60 days of April 9, 2025. (3) Includes (i) 3,440,733 shares of our common stock held by ThoughtValley L.P. Mr. Nichols is the sole member and manager of ThoughtValley, LLC, the sole general partner of ThoughtValley L.P.; and (ii) 8,500 shares of common stock held by his spouse. Accordingly, all of the shares held by ThoughtValley L.P. may be deemed to be beneficially held by Mr. Nichols. (4) The address for Mr. Nolan is c/o Nolan Capital, Inc., 338 Pier Ave., Hermosa Beach, CA 90254. (5) Represents shares of our common stock held by Green Equity Investors CF, L.P., Green Equity Investors Side CF, L.P., LGP Associates CF LLC, GEI Capital CF, LLC, Leonard Green & Partners L.P., LGP Management, Inc., and Peridot Coinvest Manager LLC (collectively, the “Green Funds”). Voting and investment power with respect to the shares held by the Green Funds is shared. Voting and investment power may also be deemed to be shared with certain affiliated entities and investors of such persons. Each of the foregoing entities’ address is c/o Leonard Green & Partners, L.P., 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025. Information included in this footnote is derived from a Schedule 13D/A filed on March 18, 2025. (6) Represents shares of our common stock held by the George P. Bauer Revocable Trust, dated 7/20/1990 (the “Bauer Trust”). George P. Bauer is the trustee and beneficiary of the Bauer Trust and has sole power to vote or direct the vote, and to dispose or direct the disposition, of 3,876,794 shares of our common stock owned by the Bauer Trust. The address for the Bauer Trust and George P. Bauer is 499 Silvermine Rd, New Canaan, CT 06840. Information included in this footnote is derived from a Schedule 13D/A filed on March 12, 2024. (7) AltraVue Capital, LLC reports sole voting power with respect to 2,309,024 shares of our common stock, shared voting power with respect to 1,230,594 shares of our common stock and sole dispositive power with respect to 3,539,618 shares of our common stock. The address for AltraVue Capital, LLC is 11747 NE 1st Street, Suite 205, Bellevue, WA 98005-3018. Information included in this footnote is derived from a Schedule 13G/A filed on January 23, 2024. (8) Represents shares of our common stock held by M3 Funds, LLC, M3 Partners, LP, M3F, Inc., Jason A. Stock and William C. Waller (collectively, “M3 Funds”). Voting and dispositive power with respect to 3,105,000 shares of our common stock held by M3 Funds is shared. Each of the foregoing entities’ address is 2070 E 2100 S, Suite 250, Salt Lake City, UT 84109. Information included in this footnote is derived from a Schedule 13G filed on February 26, 2025. (9) BlackRock, Inc. reports sole voting power with respect to 2,634,986 shares of our common stock and sole dispositive power with respect to 2,732,461 shares of our common stock. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. Information included in this footnote is derived from a Schedule 13G/A filed on January 30, 2025. (10) Includes 13,687 shares of our common stock underlying stock options that are exercisable or will be exercisable within 60 days of April 9, 2025 and 7,270 RSUs with restrictions that may lapse and be paid in shares of common stock within 60 days of April 9, 2025. (11) Includes 13,687 shares of our common stock underlying stock options that are exercisable or will be exercisable within 60 days of April 9, 2025 and 7,270 RSUs with restrictions that may lapse and be paid in shares of common stock within 60 days of April 9, 2025. (12) Includes 12,882 shares of our common stock underlying stock options that are exercisable or will be exercisable within 60 days of April 9, 2025 and 6,843 RSUs with restrictions that may lapse and be paid in shares of common stock within 60 days of April 9, 2025. Includes 10,735 shares of our common stock underlying stock options that are exercisable or will be exercisable within 60 days of April 9, 2025 and 5,702 RSUs with restrictions that may lapse and be paid in shares of common stock within 60 days of April 9, 2025. EQUITY COMPENSATION PLAN INFORMATION The following table provides information on our equity compensation plans as of December 31, 2024:

  49. Director Compensation

    | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | Plan Category: | | | | | Equity compensation plans approved by security holders (1) | 2,026,578(2) | $7.95 | 1,611,825(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 2,026,578 | $7.95 | 1,611,825 | | (1) Consists of the 2020 Plan and the AerSale Corporation 2020 Employee Stock Purchase Plan (the “ESPP”). (2) All outstanding awards represent shares issuable pursuant to the 2020 Plan. (3) Under the 2020 Plan, a total of 1,294,229 shares were available for issuance in the form of restricted stock, restricted stock units, stock options, or other stock-based or cash-based awards as of December 31, 2024, excluding shares to be issued under outstanding equity awards. Under the ESPP, a total of 317,596 shares were available for issuance as of December 31, 2024. | | | |

  50. Director Compensation

    DELINQUENT SECTION 16(a) REPORTS Section 16(a) of the Exchange Act requires our directors, officers (as defined under Rule 16a-1(f) under the Exchange Act) and stockholders who beneficially own more than 10% of any class of our equity securities registered pursuant to Section 12 of the Exchange Act (collectively, the “Reporting Persons”) to file with the SEC initial statements of beneficial ownership of securities and statements of changes in beneficial ownership of securities with respect to our equity securities. Based solely on our review of the copies of such forms received by us and upon written representations of the Reporting Persons received by us, we believe that there has been compliance with all Section 16(a) filing requirements applicable to such Reporting Persons with respect to the fiscal year ended December 31, 2024, except for Mr. Pizzi who filed a late Form 3 on March 12, 2024 with respect to his appointment as Chief Information Officer on February 29, 2024, and Mr. Finazzo who filed a Form 4 one day late on September 18, 2024 with respect to the open market purchase of 20,000 shares of our common stock on September 13, 2024. CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS