DEF 14A of AerSale Corp
Filed Apr 23, 2024 · FY20230001104659-24-050568
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS At the Annual Meeting, seven directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2025 and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal. The Board has nominated, Nicolas Finazzo, Robert B. Nichols, Jonathan Seiffer, Peter Nolan, General C. Robert Kehler, Lt. General Judith Fedder, and Andrew Levy, as director candidates to serve as directors until the 2025 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 seven. 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, Mr. Seiffer, Mr. Nolan, General Kehler, Lt. General Fedder, or Mr. Levy 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.
Vote Required
| Nicolas Finazzo | | | Age: 67 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 MRO service provider. In 1997, Mr. Finazzo was Vice President and General Counsel of AeroThrust, Inc., 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 maintenance, repair and overall (“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 a member in good standing of the Florida Bar and also holds an Federal Aviation Administration Airframe and Powerplant Mechanic’s 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. |
Non-Employee Directors
Non-Employee Directors
Non-Employee Directors
| Robert B. Nichols | | | Age: 67 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, Mr. Nichols was Co-Founder and Chief Operating Officer of AeroTurbine, Inc. from 1990 to 1997. Prior to AeroTurbine, he was Vice President of Engine Sales and Leasing for AeroThrust, Inc. from 1989 to 1990, and 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. |
Non-Employee Directors
| Jonathan Seiffer | | | Age: 52 Position: Director | Jonathan Seiffer has served on our Board since December 2020. Mr. Seiffer currently serves as Senior Partner with Leonard Green & Partners, L.P. (“Leonard Green”), a private equity firm that is one of AerSale Corporation’s significant stockholders, which he joined in 1994. Before joining Leonard Green, he worked in corporate finance at Donaldson, Lufkin & Jenrette. Mr. Seiffer currently serves on the boards of Signet Jewelers Limited (NYSE: SIG), Authentic Brands Group, Caliber Collision Centers, Mister Car Wash, Inc. (NYSE: MCW), SRS Distribution, Mariner Wealth Advisors, Parts Town, West Shore Home and Sun Auto. Mr. Seiffer graduated Summa Cum Laude from the University of Pennsylvania in 1993 with a BSE degree with concentrations in Finance and Management and a BAS degree with a concentration in Systems Engineering. Mr. Seiffer brings particular knowledge and experience in finance, and broad-based experience in the leadership of distribution businesses. Mr. Seiffer also brings to the Board significant strategic leadership, experience in the investment industry and valuable global business perspective. |
Non-Employee Directors
| Peter Nolan | | | Age: 65 Position: Director | Peter Nolan has served on our Board since December 2020 and has served as our lead independent director since June 9, 2023. Mr. Nolan is the Chairman of Nolan Capital, a private investment company, a senior advisor to Leonard Green, and was previously a managing partner of Leonard Green. Mr. Nolan previously served on the board of directors of Activision Blizzard, Inc., until it was acquired by Microsoft Corporation in October 2023, among others. Prior to becoming a partner at Leonard Green in 1997, Mr. Nolan served as a managing director and the Co-Head of Donaldson, Lufkin and Jenrette’s Los Angeles Investment Banking Division from 1990 to 1997, as a First Vice President in corporate finance at Drexel Burnham Lambert from 1986 to 1990, and as a Vice President at Prudential Securities, Inc. from 1982 to 1986. Prior to 1982, Mr. Nolan was an associate at Manufacturers Hanover Trust Company. Mr. Nolan graduated from the Dyson School of Applied Economics and Management, Cornell University and has an MBA from the Johnson College of Business, Cornell University. Mr. Nolan brings to the Board experience in finance, asset management, capital markets and capital management, experience as a senior executive, and perspective as an institutional investor. |
Non-Employee Directors
| General C. Robert Kehler | | | Age: 71 Position: Director | General C. Robert Kehler, USAF (ret), served as a director of Monocle until the business combination merger with AerSale in December 2020. He has 43 years of leadership, strategy and governance experience related to military operations of the United States of America. General Kehler currently serves on the board of directors of Connect Bidco Ltd. (parent of Inmarsat) and is a senior advisor to McKinsey and Company. General Kehler previously served on the board of directors of Maxar Technologies Ltd. until it was acquired in May 2023. In 2022, the governor of Virginia appointed him to the board of the Virginia Commercial Space Flight Authority. General Kehler retired from the United States Air Force in December 2013 after almost 39 years of distinguished service. From January 2011 until November 2013, he served as the Commander, United States Strategic Command (“USSTRATCOM”), where he was directly responsible to the Secretary of Defense and President for the plans and operations of all U.S. forces conducting strategic deterrence, nuclear alert, global strike, space, cyberspace and associated operations. Prior to commanding USSTRATCOM, General Kehler commanded United States Air Force Space Command (predecessor to the United States Space Force) and two operational space wings conducting space launch, missile warning, and space control missions. He also commanded an intercontinental ballistic missile squadron and group. General Kehler entered the Air Force in 1975 as a Distinguished Graduate of the Pennsylvania State University R.O.T.C. program, has master’s degrees in Public Administration and National Security and Strategic Studies, and completed executive development programs at Carnegie-Mellon, Syracuse, and Harvard Universities. His military awards include the Defense Distinguished and Superior Service Medals, the Distinguished Service Medal (2 awards), Legion of Merit (3 awards), and the French Legion of Honor (Officer). General Kehler is an Affiliate of Stanford’s Center for International Security and Cooperation and a Senior Fellow of the National Defense University. Mr. Kehler brings to the Board over 40 years of leadership and governance experience and extensive involvement serving as a director and member of board committees. |
Non-Employee Directors
| Lt. General Judith A. Fedder | | | Age: 66 Position: Director | 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, 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, 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. General Fedder is a member of the Board of Directors of the Institute for Defense & Business, a nonprofit education and research institute in Chapel Hill, NC. 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. 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. 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. General Fedder brings to the Board over 35 years of leadership and governance experience in aeronautical government and defense contracting and logistics. |
Non-Employee Directors
| Andrew Levy | | | Age: 54 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 Airlines. Prior to launching Avelo Airlines in 2021, Mr. Levy was a co-founder, President and Chief Financial Officer at Allegiant Travel Company (Nasdaq: ALGT). Following his tenure at Allegiant, Mr. Levy served as 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 the 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. |
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, and December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Nicolas Finazzo Chairman, Chief Executive Officer | 2023 | 1,000,000 | 2,480,000 | — | — | 66,515 | 3,546,515 | | | 2022 | 1,000,000 | | — | 280,000 | 66,568 | 1,346,568 | | Robert Nichols(4) Former Executive Vice Chairman and Division President Asset Management Solutions | 2023 | 500,000 | 215,000 | — | — | 71,938 | 571,938 | | | 2022 | 500,000 | | | 500,000 | 54,836 | 1,269,836 | | Martin Garmendia Chief Financial Officer & Treasurer | 2023 | 399,038 | 285,000 | — | — | 21,238 | 705,276 |
Summary Compensation Table
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. In 2022, Mr. Nichols received a bonus of $215,000, which represents a reduced portion of the 2021 cash incentive performance bonus he achieved and would have otherwise received but for the CARES Act limitations. (2) Reflects the amounts of the annual performance-based bonuses paid to each named executive officer with respect to 2022 pursuant to his offer letter, with Messrs. Finazzo and Nichols each being subject to restrictions and limitations imposed by the CARES Act. (3) Amounts for 2023 reflect (i) insurance premiums paid by us on behalf of Messrs. Finazzo, Nichols and Garmendia of $28,450, $19,819, and $11,338, respectively, (ii) car allowances paid to Messrs. Finazzo and Nichols of $21,233 and $23,015, respectively, (iii) retirement gift valued at $14,506 given to Mr. Nichols; (iv) tax gross-ups paid to Messrs. Finazzo and Nichols of $6,932 and $4,698 in connection with their company-paid insurance premiums and (v) a $9,900 fully vested matching contribution made by us to Messrs. Finazzo’s, Nichols’ and Garmendia’s 401(k) plan accounts. (4) Mr. Nichols retired from his position as Vice Chairman and Division President of Asset Management of the Company effective December 31, 2023. 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.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End There were no equity awards for any NEO outstanding as of December 31, 2023.
Director Compensation
Director Compensation The following table sets forth information concerning the compensation of our directors for the year ended December 31, 2023.
Director Compensation
| | Fees earned or paid in cash(1) | Stock awards(2)(3) | Total | | Peter Nolan | $129,192 | $151,301 | $280,494 | | Richard J. Townsend(4) | $84,760 | $151,301 | $236,061 | | General C. Robert Kehler | $68,962 | $151,301 | $220,263 | | Lt. General Judith Fedder | $67,846 | $151,301 | $219,148 | | Andrew Levy(5) | $54,959 | $133,881 | $188,840 | | Eric J. Zahler(6)(7)(8) | $33,173 | $133,881 | $167,054 | | Sai S. Devabhaktuni(7)(8) | $22,115 | $133,881 | $155,997 | | Jonathan Seiffer(9) | — | — | — | | Michael Kirton(8)(9) | — | — | — | | Total | $461,007 | $1,006,849 | $1,467,856 |
Director Compensation
(1) Effective June 9, 2023, the Prior Director Compensation Policy (as defined below) was amended to increase the annual retainers for lead independent director, Board members and chairpersons and members of the Board committees. (2) Effective June 9, 2023, the Prior Director Compensation Policy was amended to increase the stock-based compensation to $125,000 per annum. For 2023, such amount was adjusted to account for grants of restricted stock units (each and “RSU”) awarded in 2023 pursuant to the Prior Director Compensation Policy. As part of this adjustment, on June 12, 2023, all non-employee members of the Board, received a pro-rated grant of 6,136 RSUs ($91,301 grant date fair market value) with the exception of Mr. Levy who, by reason of his appointment to the Board April 2023, received a pro-rated grant of 6,092 RSUs ($90,648 grant date fair market value). These amounts reflect the aggregate grant date fair value of restricted stock unit awards granted in fiscal year 2023 in accordance with ASC Topic 718. For additional information on the valuation assumptions regarding the restricted stock unit awards, see Note O to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC. (3) As of December 31, 2023, there were 3,735 shares of outstanding unvested restricted stock unit awards granted to each of Eric Zahler and Sai Devabhaktuni; 9,871 shares of outstanding unvested restricted stock unit awards granted to each Richard Townsend, Peter Nolan, General C. Robert Kehler and Lt. General Judith Fedder, and 8,578 shares of outstanding unvested restricted stock unit awards granted to Andrew Levy. (4) Mr. Townsend retired from the Board effective March 11, 2024. As determined by the Board, all of Mr. Townsend’s then outstanding unvested restricted stock unit awards became vested upon his retirement in March 2024. (5) Mr. Levy was appointed to the Board April 15, 2023. These amounts reflect fees earned and stock awards granted pro-rated for the portion of the year Mr. Levy served as a member of the Board. (6) Includes $11,058 pro rated through June 9, 2023, for service as Lead Independent Director. (7) As determined by the Board, of all of Messrs. Zahler’s and Devabhaktuni’s then outstanding unvested restricted stock unit awards became vested upon their decision not to seek re-election to the Board at the 2023 Annual Meeting. (8) Messrs. Zahler, Devabhaktuni and Kirton did not stand for re-election to the Board at the 2023 Annual Meeting. Pursuant to Leonard Green internal policies, any directors affiliated with Leonard Green are not entitled to any form of Board compensation. Messrs. Finazzo and Nichols, who both served as executive officers and directors in 2023, did not receive any additional compensation for their service on our Board. 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:
Director Compensation
| Committee | Chair | Member | | Audit | $17,500 | $10,000 | | Compensation | $15,000 | $7,000 | | Nominating & Governance | $10,000 | $5,000 |
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. Consistent with the Prior Amended Director Compensation Policy, on January 3, 2023, the non-employee directors of the Board received an annual grant of 3,735 RSUs that had a grant date value of $60,000 and were generally subject to vesting over 12 months. On April 17, 2023, pursuant to the Prior Director Compensation Policy, Mr. Levy received a pro-rated grant of RSUs commensurate with his appointment to the Board at that time. On June 12, 2023, pursuant to the Amended Director Compensation Policy, each of the non-employee directors of the Board received a grant of RSUs that had an annual grant date value of $125,000 and were generally subject to vesting 12 months from the grant date, but adjusted to reflect the RSU awards already granted under the Prior Director Compensation Policy. Each non-employee director of the Board received an adjusted grant of 6,136 RSUs, with the exception of Mr. Levy who, by reason of his appointment in April 2023, received an adjusted grant of 6,092 RSUs. 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 15, 2024, 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 15, 2024. 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 15, 2024, 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.
Director Compensation
| | Beneficial Ownership | | | Name and Address of Beneficial Owner(1) | Number of Shares | Percentage | | Directors and Named Executive Officers | | | | Nicolas Finazzo | 4,444,204(2) | 8.4% | | Robert B. Nichols | 3,449,233(3) | 6.5% | | Martin Garmendia | 136,963 | * | | General C. Robert Kehler | 28,805 | * | | Lt. Gen. Judith A. Fedder | 10,212 | * | | Peter Nolan(4) | 13,805 | * | | Andrew Levy | 14,000 | * | | Jonathan Seiffer | 9,569,821(5) | 18.1% | | All Directors and Executive Officers as a Group (15 individuals) | 19,763,761 | 37.3% | | 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. | 9,569,821(5) | 18.1% | | George P. Bauer Revocable Trust, dated 7/20/1990 and Greg P. Bauer | 3,914,794(6) | 7.4% | | AltraVue Capital, LLC | 3,539,618(7) | 6.7% | | FMR LLC | 3,182,790(8) | 6.0% |
Director Compensation
* Less than one percent. (1) Unless otherwise noted, the business address of each of the following individuals is 255 Alhambra Circle, Suite 435, Coral Gables, Florida 33134. (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. Nicolas 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. (3) Includes (i) 3,440,733 shares of our common stock held by ThoughtValley L.P. Robert B. 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. All of the shares held by ThoughtValley L.P may be deemed to be beneficially held by Mr. Nichols. The address for Mr. Nolan is c/o Nolan Capital, Inc., 338 Pier Ave., Hermosa Beach, CA 90254.
Director Compensation
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Director Compensation
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. Mr. Seiffer may be deemed to share voting and investment power with respect to such shares due to his position or relationships with affiliates of the Green Funds, and he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Each of the foregoing entities’ and Mr. Seiffer’s 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 December 19, 2023. (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, shared voting power with respect to 1,230,594 and sole dispositive power with respect to 3,539,618 shares. 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. FMR LLC reports sole voting and dispositive power with respect to 3,182,790 shares of our common stock. The address for FMR LLC is 245 Summer Street, Boston, MA 02210. Information included in this footnote is derived from a Schedule 13G filed on February 9, 2024.