DEF 14A of AerSale Corp
Filed Apr 28, 2026 · FY20250001104659-26-050451
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 2027 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 are a stockholder of record and 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.
Vote Required
| Nicolas Finazzo | | | Age: 69 Position: Chairman, Chief Executive Officer, and Director | Mr. 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, he was Co-Founder and Chief Executive Officer of AeroTurbine, Inc., a supplier of aircraft and engine products, and a 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., an aircraft leasing company. From 1987 to 1991, Mr. Finazzo was Vice President of Contracts for Greenwich Air Services, an engine MRO service provider. From 1981 to 1987, Mr. Finazzo was President of Southern Express Airways, Inc., a commuter airline he founded, operating primarily in the State of Florida. 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 over 40 years experience in the aviation sector, including senior leadership and institutional knowledge of the Company, with considerable expertise in MRO services, parts distribution, and aircraft and engine leasing sectors of the aviation industry. |
Non-Employee Directors
Non-Employee Directors
Non-Employee Directors
| Robert B. Nichols | | | Age: 69 Position: Director | Mr. 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 a 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, Mr. Nichols 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. |
Non-Employee Directors
| Lt. General Judith Fedder | | | Age: 68 Position: Director | Lt. General Fedder has served on our Board since July 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 the Institute for Defense & Business, a nonprofit education and research institute in Chapel Hill, North Carolina. Lt. General Fedder 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. Lt. General Fedder 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. |
Non-Employee Directors
| Andrew Levy | | | Age: 56 Position: Director | Mr. Levy has served on our Board since April 2023, including service for part of that time as chair of the audit committee. Mr. Levy is the founder, Chairman, and Chief Executive Officer of Avelo, Inc. and its wholly owned subsidiary Avelo Airlines, a scheduled airline 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 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), a leading Latin American airline, since January 2016, and served as the chair of its audit committee. Mr. Levy started his aviation career at ValuJet Airlines, served as Vice President of Savoy Capital, an aviation focused investment and advisory firm, and as Vice President of Network Development and Planning at Mpower Communications, a telecommunications company. Mr. Levy is a 2024 EY Entrepreneur of the Year for the Gulf South Region. He earned a BA degree in Economics from Washington University in St. Louis and a JD from Emory University. Mr. Levy brings to the Board over 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. |
Non-Employee Directors
| Thomas Mullins | | | Age: 61 Position: Director | Mr. Mullins was appointed to the AerSale Board in February 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, Mr. Mullins 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. |
Non-Employee Directors
| Carol DiBattiste | | | Age: 74 Position: Director | Ms. DiBattiste was appointed to the Board in April 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 & 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. Ms. DiBattiste 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 is National Association of Corporate Directors NACD Directorship Certified™. Ms. DiBattiste 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 and Compliance. 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. |
Non-Employee Directors
| Thomas Mitchell | | | Age: 55 Position: Director | Mr. Mitchell was appointed to the Board in April 2025. 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 parts 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. |
A Redomestication in Texas May Enhance the Company’s Ability to Attract Qualified Directors and Officers
A Redomestication in Texas May Enhance the Company’s Ability to Attract Qualified Directors and Officers The Board also considered that the increasing frequency and cost of claims directed towards directors and officers of Delaware corporations has expanded the risk facing directors and officers of public companies in exercising their duties. Although both Delaware and Texas law afford some protections to directors and officers in the form of exculpation from potential liability for money damages for certain acts in their capacities as directors and officers, Texas law affords potentially greater protections. Specifically, pursuant to a recent amendment to the DGCL, similar protections can be extended to senior officers of Delaware corporations in certain circumstances, but officers cannot be protected to the same degree as directors. For example, the DGCL does not permit a corporation to exculpate senior officers for breaches of the duty of care in claims asserted derivatively. By contrast, Texas law permits a broader exclusion of individual liability of officers, allowing officers to be exculpated to the same extent as directors. The Board believes that Texas Redomestication may help the Company attract and retain qualified management and directors by reducing the risk of opportunistic and frivolous lawsuits.
Compensation Committee
| ● | reviewing and making recommendations to the Board of Directors with respect to director compensation; |
Investment Committee
| EXECUTIVE AND DIRECTOR COMPENSATION |
Offer Letters
| | | Target Cash Bonus | | | | | Opportunity | Target Equity | | Name | Base Salary | ($ Value) | ($) | | Nicolas Finazzo - Chairman and | | | | | Chief Executive Officer | $1,000,000 | $— | $6,000,000 | | Gary Jones - Chief Operating Officer and | | | | | Head of Material Sales | $500,000 | $300,000 | $750,000 | | Martin Garmendia, Chief Financial Officer | | | | | and Treasurer | $450,000 | $270,000 | $675,000 | | Craig Wright - SVP, Head of | | | | | Asset Management | $400,000 | $200,000 | $400,000 | | Ben Tschirhart - SVP, Head of | | | | | Engineered Solutions | $350,000 | $175,000 | $350,000 |
Offer Letters
All equity awards are apportioned 50% restricted performance stock units (“PSUs”), 25% stock options and 25% restricted stock units (“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.
Compensation Philosophy – Pay for Performance and Stockholder Alignment
| ➢ | Annual cash bonuses are linked to Company and individual performance. Adjusted EBITDA targets are established annually as a pre-requisite to receive a cash bonus, and individual performance and contributions to the Company in achieving its targets are also considered in determining the final amount of any annual cash bonus award. |
Compensation Philosophy – Pay for Performance and Stockholder Alignment
| ➢ | The 2025 long-term incentive program was 100% equity based consisting of 50% PSUs, 25% stock options, and 25% RSUs. |
Compensation Philosophy – Pay for Performance and Stockholder Alignment
| ➢ | The Company’s compensation program generally consisting of base salary, annual performance based compensation and long term equity based primarily on performance with a retention element is within the median range consistent with competition in the industry. |
Fiscal 2025 Peer Group
Fiscal 2025 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 2025 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 2025 peer group consisting of the following eight companies:
Fiscal 2025 Peer Group
| ● | VSE Corporation |
Fiscal 2025 Peer Group
| ● | AeroVironment |
Fiscal 2025 Peer Group
| ● | Astronics |
Fiscal 2025 Peer Group
| ● | Ducommun |
Fiscal 2025 Peer Group
| ● | Willis Lease Finance |
Fiscal 2025 Peer Group
| ● | Cadre |
Fiscal 2025 Peer Group
| ● | Loar Holdings |
Fiscal 2025 Peer Group
| ● | Intuitive Machines |
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.
Risk Management
| ● | The fiscal 2025 executive compensation program was designed to provide a proper balance between cash and equity compensation, and short-term and long-term compensation. The Compensation Committee generally favors a heavier weighting of longer-term equity compensation to align the executives’ interests with the interests of stockholders, to promote performance and to encourage long-term value creation. |
Risk Management
| ● | Fiscal 2025 short-term incentive plan awards — performance-based cash compensation — were based on Adjusted EBITDA as a performance metric. In any year, regardless of the Company’s performance against this metric, the Compensation Committee retains (and has exercised) the discretion to adjust any annual cash bonus for any reason. |
Risk Management
| ● | The balance built into the fiscal 2025 short-term incentive plan was also reflected in the fiscal 2025 long-term incentive plan awards, which consisted of PSUs, stock options and time-based RSUs. Each of these long-term equity-based incentive awards contains vesting periods designed to promote employee retention. They also are linked to the value of the Company’s common stock, thus aligning the executives’ interests with the interests of the Company’s stockholders. |
Risk Management
| ● | The Compensation Committee, its independent compensation consultant and senior management work together to ensure that the aggregate level of executive compensation fits within the Company’s budget. |
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 2025. 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 2025 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 2025. The Compensation Committee’s consideration of Mercer’s independence focused on the following factors:
Role of the Independent Compensation Consultant
| ● | Other than the services and fees described below, Mercer did not provide services to the Company, and received no other fees from the Company, during 2025 apart from its compensation for consulting with the Compensation Committee; |
Role of the Independent Compensation Consultant
| ● | The conflicts of interest policies and procedures of the Company and of Mercer, which are designed to ensure independence; |
Role of the Independent Compensation Consultant
| ● | Fees paid to Mercer by the Company during 2025 were less than 1% of Mercer’s total revenue; |
Role of the Independent Compensation Consultant
| ● | The fact that Mercer’s employees who provided compensation consulting services did not own any shares of the Company’s common stock; |
Role of the Independent Compensation Consultant
| ● | The lack of any relationships between Mercer and members of the Company’s Board; and |
Role of the Independent Compensation Consultant
| ● | The lack of any relationships between Mercer and any of the Company’s executive officers. |
Role of the Independent Compensation Consultant
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 2025, the Company retained Mercer for services in connection with consulting services related to the procurement and implementation of new HR software for employee self-service, consultation on investor relations, and consultation around structure of employee benefit plans. The fees for such services totaled approximately $195,855. The fees for services associated with consulting the Compensation Committee on executive and director compensation in 2025 totaled approximately $143,863. The decision to retain Mercer for the additional services was determined by management and discussed with the Compensation Committee. 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. 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.
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) in 2025 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.
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, 2025, 2024 and 2023, as applicable.
Summary Compensation Table
| | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($) | ($)(3) | ($)(4) | ($) | | Nicolas Finazzo | 2025 | 1,000,000 | — | 4,500,000 | 1,500,000 | — | 62,230 | 7,062,230 | | Chairman and Chief Executive | 2024 | 1,000,000 | — | 3,242,460 | 1,081,141 | — | 65,159 | 5,388,760 | | Officer | 2023 | 1,000,000 | 2,480,000 | — | — | — | 66,515 | 3,546,515 | | Gary Jones | 2025 | 497,981 | — | 562,490 | 180,274 | 240,000 | 31,043 | 1,511,788 | | Chief Operating Officer and Head | 2024 | 414,218 | — | 459,340 | 153,161 | 199,283 | 43,382 | 1,269,384 | | of Material Sales | 2023 | 390,384 | — | — | — | 175,100 | 33,746 | 599,230 | | Martin Garmendia | 2025 | 449,327 | 67,500 | 506,245 | 162,246 | — | 23,301 | 1,208,619 | | Chief Financial Officer and | 2024 | 413,558 | — | 459,340 | 153,161 | 71,783 | 32,633 | 1,130,475 | | Treasurer | 2023 | 399,038 | 285,000 | — | — | — | 21,238 | 705,276 | | Craig Wright | 2025 | 373,846 | 160,000 | 299,992 | 96,144 | — | 29,966 | 959,948 | | Senior Vice President | | | | | | | | | | Head of Asset Management | | | | | | | | | | Ben Tschirhart | 2025 | 399,156 | 43,750 | 262,493 | 84,128 | — | 38,290 | 827,817 | | Senior Vice President | | | | | | | | | | Head of Engineered Solutions | | | | | | | | |
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 Messrs. Finazzo and Garmendia were not adequately compensated prior to April 1, 2023 for producing the exceptional results the Company achieved in 2021 and 2022 due to limitations on payment of certain employee compensation through April 1, 2023 to which the Company was subject as a result of certain of its subsidiaries receiving grants through the Payroll Support Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). Accordingly, in recognition of their achievements and the previous CARES Act restrictions on compensation, in April 2023, Messrs. Finazzo and Garmendia received a one-time cash bonus. |
Summary Compensation Table
| (2) These amounts reflect the aggregate grant date fair value of RSU, PSU and stock option awards granted in fiscal 2025 based upon the probable outcome of performance conditions computed 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 $6,000,000, $781,718, $703,547, $416,910 and $364,796 for each of Messrs. Finazzo, Jones, Garmendia, Wright, and Tschirhart. 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 2025 Annual Report. |
Summary Compensation Table
| (3) See “2025 Non-Equity Cash Incentive” below for a discussion of the performance targets for the 2025 annual cash incentive program and actual results. |
Summary Compensation Table
| (4) Amounts for 2025 reflect (i) insurance premiums paid by us on behalf of Messrs. Finazzo, Jones, Garmendia, Wright, and Tschirhart of $28,778, $20,543, $11,479, $19,466, and $27,790 respectively, (ii) car allowances paid to Mr. Finazzo of $22,952.04, which includes a tax gross-up of $1,941.04 related to personal use of the vehicle and (iii) a $10,500 fully vested 401(k) matching contribution for each of Messrs. Finazzo, Jones, Garmendia, Wright, and Tschirhart. |
Grant of Plan-Based Awards
Grant of Plan-Based Awards
Grant of Plan-Based Awards
| | | | | | | | | | All other | | | | | | | | | | | | All other | option | | | | | | | | | | | | stock awards: | awards: | Exercise or | Grant date | | | | | | | | | | Number of | Number of | base | fair value of | | | | Estimated Future Payouts Under Non-Equity | | | Estimated Future Payouts Under | | | shares of | securities | price of | stock and | | | | Incentive Plan Awards | | | Equity Incentive Plan Awards | | | stock or | underlying | option | option | | | | Threshold(1) | Target(1) | Maximum(1) | Threshold | Target(2) | Maximum(3) | units(4) | options(5) | awards(6) | awards(7) | | Name | Grant date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/Sh) | ($) | | Nicolas Finazzo | 8/6/2025 | — | — | — | — | 487,012 | 974,024 | — | — | — | 3,000,000 | | | 8/6/2025 | — | — | — | — | — | — | 243,506 | — | — | 1,500,000 | | | 8/6/2025 | — | — | — | — | — | — | — | 513,949 | 6.16 | 1,500,000 | | Gary Jones | | — | 300,000 | 600,000 | — | — | — | — | — | — | — | | | 8/1/2025 | — | — | — | — | 63,451 | 126,902 | — | — | — | 374,995 | | | 8/1/2025 | — | — | — | — | — | — | 31,725 | — | — | 187,495 | | | 8/1/2025 | — | — | — | — | — | — | — | 64,376 | 5.91 | 180,275 | | Martin Garmendia | | — | 270,000 | 540,000 | — | — | — | — | — | — | — | | | 8/1/2025 | — | — | — | — | 57,106 | 114,212 | — | — | — | 337,496 | | | 8/1/2025 | — | — | — | — | — | — | 28,553 | — | — | 168,748 | | | 8/1/2025 | — | — | — | — | — | — | — | 57,938 | 5.91 | 162,247 | | Craig Wright | | — | 200,000 | 400,000 | — | — | — | — | — | — | — | | | 8/1/2025 | — | — | — | — | 33,840 | 67,680 | — | — | — | 199,994 | | | 8/1/2025 | — | — | — | — | — | — | 16,920 | — | — | 99,997 | | | 8/1/2025 | — | — | — | — | — | — | — | 34,333 | 5.91 | 96,145 | | Ben Tschirhart | | — | 175,000 | 350,000 | — | — | — | — | — | — | — | | | 8/1/2025 | — | — | — | — | 29,610 | 59,220 | — | — | — | 174,995 | | | 8/1/2025 | — | — | — | — | — | — | 14,805 | — | — | 87,498 | | | 8/1/2025 | — | — | — | — | — | — | — | 30,042 | 5.91 | 84,129 |
Grant of Plan-Based Awards
| (1) As discussed in more detail under “2025 Non-Equity Cash Incentive” above, 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 (i.e., at least 80% of the Target Adjusted EBITDA), subject to modification in consideration of individual performance objectives. The Target and Maximum represent 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, 2025, in each case, subject to modification in consideration of individual performance objectives. |
Grant of Plan-Based Awards
| (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, 2027. |
Grant of Plan-Based Awards
| (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, 2027. |
Grant of Plan-Based Awards
| (4) Represents the number of RSUs granted August 1, 2025 (and August 6, 2025 for Mr. Finazzo) that vest equally on June 7, 2026, 2027, and 2028 and convert into one share of Company common stock. |
Grant of Plan-Based Awards
| (5) Represents the number of stock options granted August 1, 2025 (and August 6, 2025 for Mr. Finazzo) that vest equally on June 7, 2026, 2027, and 2028 and convert into one share of Company common stock with an exercise price of $5.91 (and $6.16 for Mr. Finazzo) and expire June 7, 2035. |
Grant of Plan-Based Awards
| (6) Represents the exercise price which was the closing price of the Company stock as of the August 1, 2025 (and August 6, 2025 for Mr. Finazzo) grant date. |
Grant of Plan-Based Awards
| (7) For RSUs and PSUs (at target), represents the closing price of the Company stock of 5.91 on the August 1, 2025 (and $6.16 for Mr. Finazzo on the August 6, 2025) grant date. For stock options, represents the August 1, 2025 (and August 6, 2025 for Mr. Finazzo) grant date fair value based upon the Black Scholes valuation method which was $2.80 (and $2.92 Mr. Finazzo) per share. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | | | | | | | | | Equity | | | | | | | | | Equity | Incentive Plan | | | | | | | | | Incentive Plan | Awards: | | | | | | | | | Awards: | Market or | | | | | | | | | Number of | Payout Value | | | Number of | Number of | | | | | Unearned | of Unearned | | | Securities | Securities | | | Number of | Market Value | Shares, Units | Shares, Units | | | Underlying | Underlying | | | Shares or | of Shares or | or Other | or Other | | | Unexercised | Unexercised | Option | | Units of Stock | Units of Stock | Rights That | Rights That | | | Options | Options | Exercise | Option | that Have Not | That Have Not | Have Not | Have Not | | | (#) | (#) | Price | Expiration | Vested | Vested(7) | Vested | Vested(7) | | Name | Exercisable | Unexercisable | ($) | Date | (#) | ($) | (#) | ($) | | Nicolas Finazzo | — | 513,949(1) | 6.16⁽³⁾ | 8/6/2035 | 243,506⁽⁵⁾ | 1,731,328 | 487,012⁽⁸⁾ | 3,462,655 | | | 96,616 | 193,234(2) | 7.02⁽⁴⁾ | 6/7/2034 | 102,642⁽⁶⁾ | 729,785 | 307,926⁽⁹⁾ | 2,189,354 | | Gary Jones | — | 64,376(1) | 5.91⁽³⁾ | 8/1/2035 | 31,725⁽⁵⁾ | 225,565 | 63,451⁽⁸⁾ | 451,137 | | | 13,687 | 27,375(2) | 7.02⁽⁴⁾ | 6/7/2034 | 14,541⁽⁶⁾ | 103,387 | 43,622⁽⁹⁾ | 310,152 | | Martin Garmendia | — | 57,938(1) | 5.91⁽³⁾ | 8/1/2035 | 28,553⁽⁵⁾ | 203,012 | 57,106⁽⁸⁾ | 406,024 | | | 13,687 | 27,375(2) | 7.02⁽⁴⁾ | 6/7/2034 | 14,541⁽⁶⁾ | 103,387 | 43,622⁽⁹⁾ | 310,152 | | Craig Wright | — | 34,333(1) | 5.91⁽³⁾ | 8/1/2035 | 16,920⁽⁵⁾ | 120,301 | 33,840⁽⁸⁾ | 240,602 | | | 10,735 | 21,470(2) | 7.02⁽⁴⁾ | 6/7/2034 | 11,405⁽⁶⁾ | 81,090 | 34,214⁽⁹⁾ | 243,262 | | Ben Tschirhart | — | 30,042(1) | 5.91⁽³⁾ | 8/1/2035 | 14,805⁽⁵⁾ | 105,264 | 29,610⁽⁸⁾ | 210,527 | | | 5,836 | 11,674(2) | 7.02⁽⁴⁾ | 6/7/2034 | 9,695⁽⁶⁾ | 68,931 | 18,603⁽⁹⁾ | 132,267 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Represents the number of stock options granted August 1, 2025 (and August 6, 2025 for Mr. Finazzo) 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 $5.91 (and $6.16 for Mr. Finazzo) and expire June 7, 2035. |
Outstanding Equity Awards at Fiscal Year-End
| (2) 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. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Represents the exercise price which was the closing price of the Company stock as of the August 1, 2025 (and August 6, 2025 for Mr. Finazzo) grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Represents the exercise price which was the closing price of the Company stock as of the June 7, 2024 grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Represents the number of RSUs granted August 1, 2025 (and August 6, 2025 for Mr. Finazzo) that vest equally on each of June 7, 2026, 2027, and 2028 and convert into one share of Company common stock. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Represents the number of RSUs granted on June 7, 2024 that vest equally on each of the first anniversary dates from the grant date and convert into one share of Company common stock. |
Outstanding Equity Awards at Fiscal Year-End
| (7) Based on a closing price of the Company stock of $7.11 as of December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (8) The numbers shown represent the 2025-2027 PSUs, which are earned based on the Company’s achievement of Adjusted EBITDA for the cumulative three year period ending December 31, 2027. The amounts shown reflect the target number of PSUs that may be earned at the end of the three-year performance period. See the “Executive and Director Compensation—2025 Equity Compensation” section of this proxy statement for a more complete description of the PSUs. |
Outstanding Equity Awards at Fiscal Year-End
| (9) The numbers shown represent the 2024-2026 PSUs, which are earned based on the Company’s achievement of Adjusted EBITDA for the cumulative three year period ending December 31, 2026. The amounts shown reflect the target number of PSUs that may be earned at the end of the three-year performance period. See the “Executive and Director Compensation—2025 Equity Compensation” section of this proxy statement for a more complete description of the PSUs. |
Outstanding Equity Awards at Fiscal Year-End
All of the awards reflected in the above table were made pursuant to the 2020 Plan.
Option Exercises and Stock Vested
Option Exercises and Stock Vested
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized | Number of Shares | Value Realized | | | Acquired on Exercise | on Vesting | Acquired on Exercise | on Vesting | | Name | (#) | ($) | (#) | ($)(1) | | Nicolas Finazzo | — | — | 51,321 | 299,201 | | Gary Jones | — | — | 7,270 | 42,384 | | Martin Garmendia | — | — | 7,270 | 42,384 | | Craig Wright | — | — | 5,702 | 33,243 | | Ben Tschirhart | — | — | 6,594 | 49,156 |
Option Exercises and Stock Vested
| (1) Amounts are calculated by multiplying the number of shares underlying RSUs by the closing price of the common stock of the Company on the date of vesting. |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
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, 2025.
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) | | | | | | | | Pro-rated | | | | | | | Pro-rated | | | | | | | | | | | Named | | Target Cash | Actual Cash | | | | | | | Actual Cash | | | | | | | | | | | Executive | | Incentive | Incentive | | | Stock | | Health and | | Incentive | | | Stock | | | | | Stock | | | Officer | Salary(1) | Bonus(2) | Bonus | RSUs(3) | | Options(4) | PSUs(5) | Welfare(6) | | Bonus | RSUs(3) | | Options(4) | PSUs(5) | RSUs | | | Options | PSUs | | Nicolas Finazzo | $3,000,000 | $— | — | $ | 2,461,112 | 505,636 | 5,652,009 | $ | 86,340 | — | $ | 2,461,112 | 505,636 | 5,652,009 | $ | | 2,461,112 | 505,636 | 5,652,009 | | Gary Jones | $1,000,000 | $600,000 | $— | $ | 328,951 | 79,715 | 761,289 | $ | 41,086 | $— | $ | 328,951 | 79,715 | 761,289 | | | 328,951 | 79,715 | 761,289 | | Martin Garmendia | $900,000 | $540,000 | $— | $ | 306,398 | 71,989 | 716,176 | $ | 22,959 | $— | $ | 306,398 | 71,989 | 716,176 | | | 306,398 | 71,989 | 716,176 | | Craig Wright | $800,000 | $400,000 | $— | $ | 201,391 | 43,132 | 483,864 | $ | 38,932 | $— | $ | 201,391 | 43,132 | 483,864 | | | 201,391 | 43,132 | 483,864 | | Ben Tschirhart | $700,000 | $350,000 | $— | $ | 174,195 | 37,101 | 342,794 | $ | 55,581 | $— | $ | 174,195 | 37,101 | 342,794 | | | 174,195 | 37,101 | 342,794 |
Table of potential payments upon a termination of employment or a change-in-control of the Company
| (1) For Mr. Finazzo, represents continued salary for three years. For Messrs. Jones, Garmendia, Wright, and Tschirhart, represents a continued salary for two years. |
Table of potential payments upon a termination of employment or a change-in-control of the Company
| (2) For Messrs. Jones, Garmendia, Wright and Tschirhart, 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. |
Table of potential payments upon a termination of employment or a change-in-control of the Company
| (3) Represents the value of RSUs that would vest upon termination or a change in control as of December 31, 2025 based on the closing price of AerSale stock on December 31, 2025 of $7.11. |
Table of potential payments upon a termination of employment or a change-in-control of the Company
| (4) Represents the value of stock options as of December 31, 2025 and a stock closing price of $7.11. |
Table of potential payments upon a termination of employment or a change-in-control of the Company
| (5) The PSUs are contingent upon the Company achieving certain cumulative performance metrics for applicable three-year performance periods. We have shown performance at target for the 2024-2026 PSUs and the 2025-2027 PSUs. |
Table of potential payments upon a termination of employment or a change-in-control of the Company
| (6) For Mr. Finazzo, represents the current cost of health benefits for three years. For Messrs. Jones, Garmendia, Wright, and Tschirhart, represents the current cost of health benefits for two years. |
Table of potential payments upon a termination of employment or a change-in-control of the Company
| (7) Mr. Finazzo is the only NEO that meets 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, 2025 based on the closing price of AerSale stock on December 31, 2025 of $7.11. The PSUs are contingent upon the Company achieving certain cumulative performance metrics for the applicable three-year performance periods. We have shown performance at target for the 2024-2026 PSUs and the 2025-2027 PSUs. |
CEO Pay Ratio
CEO Pay Ratio Pursuant to SEC rules, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our Chief Executive Officer for 2025. We calculated the annual total compensation of the median employee for fiscal 2025 using the same methodology that we used to calculate the annual total compensation of our Chief Executive Officer in the Summary Compensation Table. In determining the median employee for 2025, we used the same Company employee as used in 2024 given that there has been no change in the Company’s employee population or employee compensation arrangements that the Company reasonably believes would significantly impact its pay ratio disclosure. In determining the median employee for 2024, we used the following methodology:
CEO Pay Ratio
| 1. | We determined that as of December 31, 2024 we had a total employee population of 720 employees. |
CEO Pay Ratio
| 2. | Of this group, we identified a selected employee group of 708 employees, representing all of our U.S. employees. |
CEO Pay Ratio
| 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). |
CEO Pay Ratio
| 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. |
CEO Pay Ratio
| 5. | We identified our median employee from our selected employee group (excluding the Chief Executive Officer). |
CEO Pay Ratio
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 2025:
CEO Pay Ratio
| Annual total compensation for our CEO for 2025 | $7,062,230 | | Annual total compensation for our median employee for 2025 | $76,943 | | Ratio of annual total compensation of our CEO to the annual total compensation of our median employee for 2025 | 92 to 1 |
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.
Pay Versus Performance
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based on: | | | | | | | | Average | | | | | | | | Summary | | Summary | Average | | | | | | | Compensation | Compensation | Compensation | Compensation | Total | Peer Group Total | | | | | Table Total for | Actually Paid to | Table Total for | Actually Paid to | Shareholder | Shareholder | | | | | PEO | PEO | Non-PEO NEOs | Non-PEO NEOs | Return | Return | Net Income | Adjusted EBITDA | | Year | ($) | ($)(1)(2) | ($) | ($)(1)(2) | ($) | ($)(2) | ($Thousands) | ($Thousands)(3) | | 2025 | $7,062,230 | $6,674,263 | $1,127,043 | $1,142,535 | $40.08 | $203.54 | $8,575 | $46,142 | | 2024 | $5,388,760 | $2,833,112 | $1,150,376 | $745,479 | $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 |
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: |
Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2025 | Nicolas Finazzo | Gary Jones; Martin Garmendia; Craig Wright; Ben Tschirhart | | 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 |
Pay Versus Performance
| (2) 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: |
Pay Versus Performance
| | 2022 | | 2023 | | 2024 | | 2025 | | | | | Average non-PEO | | Average non-PEO | | Average non-PEO | | Average non-PEO | | Adjustments | PEO | NEOs | PEO | NEOs | PEO | NEOs | PEO | NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable Fiscal Year | $— | $— | $— | $— | $(4,323,601) | $(603,140) | $(5,999,999) | $(538,503) | | 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 | $— | $— | $— | $— | $1,767,953 | $233,269 | $5,060,060 | $486,309 | | 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 | $— | $— | $— | $— | $— | $— | $— | $— | | 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) | $— | $— | $— | $(14,037) | $679,513 | $83,480 | | 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) | $— | $(3,034) | $(134,160) | $(14,794) | | 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 | $— | $— | $— | $— | $— | $— | $— | $— | | Increase based on Dividends or Other Earnings Paid during Applicable Fiscal Year prior to Vesting Date | $— | $— | $— | $— | $— | $— | $— | $— | | TOTAL ADJUSTMENTS | $(4,296,000) | $(1,700,500) | $(5,072,000) | $(2,007,667) | $(2,555,648) | $(386,942) | $(394,586) | $16,492 |
Pay Versus Performance
(3)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. (4)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.
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table
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, 2025:
Pay Versus Performance Tabular List
| ● | Adjusted EBITDA |
Pay Versus Performance Tabular List
| ● | Revenue |
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. 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 non-employee 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 2025 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 2025 Annual Report. The following table sets forth information concerning the compensation of our directors for the year ended December 31, 2025.
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(7) | Total | | Andrew Levy(1) | $147,674 | $125,000 | $272,674 | | Lt. General Judith Fedder(2) | $98,000 | $125,000 | $223,000 | | Robert Nichols(3) | $75,000 | $125,000 | $200,000 | | Thomas Mullins(4) | $84,139 | $162,329 | $246,468 | | Carol DiBattiste(5) | $69,000 | $147,260 | $216,260 | | Thomas Mitchell(6) | $60,000 | $147,260 | $207,260 |
Director Compensation
| (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 pro-rated for his appointment date; (c) $10,000 retainer as a member of the Audit Committee, with an amount pro rated through his resignation date as Chair; and (d) $5,000 as a member of the Governance Committee pro-rated for his appointment date. |
Director Compensation
| (2) Pursuant to the Director Compensation Policy, includes (a) annual retainer of $75,000; and (b) $15,000 retainer as chair of the Compensation Committee; and (c) $10,00 retained as a member of the Audit Committee. |
Director Compensation
| (3) Pursuant to the Director Compensation Policy, reflects annual retainer of $75,000. |
Director Compensation
| (4) Pursuant to the Director Compensation Policy, includes (a) annual retainer of $75,000 pro-rated for his appointment date.; (b) $17,500 retainer as the Chair of the Audit Committee pro-rated for his appointment dates; and (c) $7,000 retainer as a member of the Compensation Committee pro-rated for his appointment date. Stock awards also represent, in addition to the annual award, a pro-rated amount for his appointment date. |
Director Compensation
| (5) Pursuant to the Director Compensation Policy, includes (a) annual retainer of $75,000 pro-rated for her appointment date; and(b) $10,000 as the Chair of the Nominating and Governance Committee pro-rated for her appointment date. Stock awards also represent, in addition to the annual award, a pro-rated amount for her appointment date. |
Director Compensation
| (6) Pursuant to the Director Compensation Policy, includes (a) annual retainer of $75,000 pro-rated for his appointment date; and (b) $5,000 as a member of the Nominating and Governance Committee pro-rated for his appointment date. Stock awards also represent, in addition to the annual award, a pro-rated amount for his appointment date. |
Director Compensation
| (7) As of December 31, 2025, there were 16,960, 16,960, 16,960, 22,394, 19,850, and 19,850 shares of unvested RSU awards granted to each of Mr. Levy, Lt. General Fedder, Messrs. Nichols and Mullins, Ms. DiBattiste, and Mr. Mitchell, respectively. |
Director Compensation
Mr. Finazzo, who served as an executive officer and director in 2025, did not receive any additional compensation for his service on our Board.
Director Compensation
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Director Compensation
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 21, 2026, 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 21, 2026. 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 21, 2026 and shares of RSUs that vest within 60 days of April 21, 2026, 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 | 5,028,783(2) | 10.7% | | Robert B. Nichols | 3,491,954(3) | 7.4% | | Craig Wright | 235,645(9) | * | | Martin Garmendia | 208,889(7) | * | | Gary Jones | 189,447(8) | * | | Ben Tschirhart | 38,505(10) | * | | Andrew Levy | 60,905(12) | * | | Lt. General Judith A. Fedder | 62,175(12) | * | | Thomas Mullins | 26,801(12) | * | | Carol DiBattiste | 24,257(12) | * | | Thomas Mitchell | 24,257(12) | * | | All Directors and Executive Officers as a Group (13 individuals) | 9,503,240 | 20.1% | | Greater than 5% Stockholders | | | | George P. Bauer Revocable Trust, dated 7/20/1990 and Greg P. Bauer | 3,914,794(4) | 8.3% | | AltraVue Capital, LLC | 3,539,618(5) | 7.5% | | M3 Funds, LLC | 3,983,632(6) | 8.5% |
Director Compensation
| * Less than one percent. |
Director Compensation
| (1) Unless otherwise noted, the business address of each of the following individuals is 9850 NW 41 Street, Suite 400, Doral, Florida 33178. |
Director Compensation
| (2) Includes (i) 4,392,204 shares of our common stock held by Enarey, L.P., (ii) 44,619 shares of our common stock held by Mr. Finazzo’s daughter, (iii) 6,600 shares of our common stock held by his spouse, and (iv) 88,321 owned directly by Mr. Finazzo. 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 364,550 shares of our common stock underlying stock options that are exercisable or will be exercisable within 60 days of April 21, 2026 and 132,489 RSUs with restrictions that may lapse and be paid in shares of common stock within 60 days of April 21, 2026. |
Director Compensation
| (3) Includes (i) 3,462,087 shares of our common stock held by ThoughtValley L.P. and (ii) 8,500 shares of common stock held by his spouse. Mr. Nichols is the sole member and manager of ThoughtValley, LLC, the sole general partner of ThoughtValley L.P. Accordingly, all of the shares held by ThoughtValley L.P. may be deemed to be beneficially held by Mr. Nichols. Also includes 21,367 RSUs with restrictions that may lapse and be paid in shares of common stock within 60 days of April 21, 2026. |
Director Compensation
| (4) 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 |
Director Compensation
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Director Compensation
| 3,914,794 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. |
Director Compensation
| (5) 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. |
Director Compensation
| (6) 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 3,983,632 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/A filed on April 23, 2026. |
Director Compensation
| (7) Includes 46,687 shares of our common stock underlying stock options that are exercisable or will be exercisable within 60 days of April 21, 2026 and 16,788 RSUs with restrictions that may lapse and be paid in shares of common stock within 60 days of April 21, 2026. |
Director Compensation
| (8) Includes 48,833 shares of our common stock underlying stock options that are exercisable or will be exercisable within 60 days of April 21, 2026 and 17,845 RSUs with restrictions that may lapse and be paid in shares of common stock within 60 days of April 21, 2026. |
Director Compensation
| (9) Includes 32,914 shares of our common stock underlying stock options that are exercisable or will be exercisable within 60 days of April 21, 2026 and 11,342 RSUs with restrictions that may lapse and be paid in shares of common stock within 60 days of April 21, 2026. |
Director Compensation
| (10) Includes 20,520 shares of our common stock underlying stock options that are exercisable or will be exercisable within 60 days of April 21, 2026 and 8,035 RSUs with restrictions that may lapse and be paid in shares of common stock within 60 days of April 21, 2026. |
Director Compensation
| (11) Includes 26,117 shares of our common stock underlying stock options that are exercisable or will be exercisable within 60 days of April 21, 2026 and 9,212 RSUs with restrictions that may lapse and be paid in shares of common stock within 60 days of April 21, 2026. |
Director Compensation
| (12) Includes 21,367 RSUs with restrictions that may lapse and be paid in shares of common stock within 60 days of April 21, 2026. |
Director Compensation
| EQUITY COMPENSATION PLAN INFORMATION |
Director Compensation
The following table provides information on our equity compensation plans as of December 31, 2025:
Director Compensation
| | | | Number of Securities | | | Number of Securities to | Weighted-Average | Remaining | | | be Issued Upon Exercise | Exercise Price of | Available for Future | | | of Outstanding Options, | Outstanding Options, | Issuance Under Equity | | Plan Category: | Warrants, and Rights | Warrants, and Rights | Compensation Plans | | Equity compensation plans approved by security holders (1) | 3,820,216(2) | $6.58 | 3,420,666(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 3,820,216 | $6.58 | 3,420,666 |
Director Compensation
| (1) Consists of the AerSale Corporation 2020 Equity Incentive Plan, as amended (the “2020 Plan”), and the AerSale Corporation 2020 Employee Stock Purchase Plan (the “ESPP”). |
Director Compensation
| (2) All outstanding awards represent shares issuable pursuant to the 2020 Plan at target level of performance. |
Director Compensation
| (3) Under the 2020 Plan, a total of 3,185,260 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, 2025, excluding shares to be issued under outstanding equity awards. Under the ESPP, a total of 235,406 shares were available for issuance as of December 31, 2025. |
Director Compensation
| DELINQUENT SECTION 16(a) REPORTS |
Director Compensation
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 such statements filed with the SEC and 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, 2025, except for Mr. Pizzi who filed a Form 4 one day late on January 13, 2024 with respect to the sale of shares of our common stock on January 8, 2025 pursuant to a Rule 10b5-1 trading plan adopted by Mr. Pizzi to cover tax withholding obligations in connection with the vesting of restricted stock units; Mr. Mullins who filed a late Form 3 on March 10, 2025 with respect to his appointment as a director of the Company on February 18, 2025 and a late Form 4 on March 13, 2025 to report a grant of restricted stock units on February 18, 2025 in connection with such appointment; Ms. DiBattiste who filed a late Form 4 on June 9, 2025 with respect to a grant of restricted stock units on April 1, 2025 in connection with her appointment as a director on April 1, 2025; Mr. Mitchell who filed a late Form 4 on June 9, 2025 with respect to a grant of restricted stock units on April 1, 2025 in connection with his appointment as a director on April 1, 2025; Mr. Hechenberger who filed a late Form 3 on August 14, 2025 with respect to his appointment as Senior Vice President, General Counsel and Corporate Secretary of the Company on August 1, 2025 and a late Form 4 on August 14, 2025 to report a grant of restricted stock units on August 1, 2025 in connection with such appointment; and Mr. Tschirhart who filed a late Form 4 on November 25, 2025 with respect the sale of shares of our common stock on September 3, 2025 pursuant to a Rule 10b5-1 trading plan adopted by Mr. Tschirhart to cover tax withholding obligations in connection with the vesting of restricted stock units.
Director Compensation
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS |
DIRECTORS
DIRECTORS 3.1Duties and Powers. The business and affairs of the Company shall be managed by or under the direction of the Board, which may exercise all such powers of the Company and do all such lawful acts and things as are not by the TBOC, the Certificate of Formation, or these Bylaws required to be exercised or done by the shareholders. 3.2Election, Number and Term. The Board shall initially consist of the person or persons named as director or directors in the Certificate of Formation, and such director or directors shall hold office until the first annual meeting of shareholders or until his, her or their successor is duly elected and qualified. At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect one or more directors each of whom shall hold office for a term of one year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification, or removal. The number of directors serving on the Board shall be fixed from time to time by resolution of the Board, but shall in no event consist of less than one director. Directors shall be elected at each annual meeting of the shareholders, and each director shall be elected to serve until his or her successor shall be elected and shall qualify. Directors need not be shareholders. 3.3Vacancies. Unless otherwise provided in the Certificate of Formation or these Bylaws, subject to the rights of holders of any series of preferred stock with respect to the election of directors, and except as otherwise provided in the TBOC, vacancies occurring on the Board of Directors for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled solely and exclusively by a majority vote of the remaining members of the Board of Directors, even if less than a quorum, or by a sole remaining director (and not by shareholders). A person so elected or appointed to fill a vacancy or newly created directorship shall hold office until the next annual meeting of shareholders and until his or her successor shall be duly elected and qualified. 3.4Meetings. The Board may hold meetings, both regular and special, either within or without the State of Texas. Regular meetings of the Board may be held without notice at such time and at such place as may from time to time be determined by the Board. Special meetings of the Board may be called by the Chairman of the Board, if there be one, the President, or any two or more directors or by one director in the event that there is only a single director in office. Notice of any special meeting, stating the place, date, and hour of the meeting, shall be given to each director (i) in person or by telephone, or by prepaid courier, by telecopy, or by electronic transmission to the director’s business, home, or electronic-mail address in the Company’s records at least 24 hours before the meeting, or (ii) by first-class, postage-prepaid mail to the director’s business or home address in the Company’s records at least four days before the meeting. 3.5Organization. At each meeting of the Board, the Chairman of the Board or, in his or her absence, a director chosen by a majority of the directors present shall act as chairman of the meeting. The Secretary of the Company shall act as secretary at each meeting of the Board. If, however, the Secretary shall be absent from any meeting of the Board, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairman of the meeting may appoint any other person to act as secretary of the meeting. 3.6Quorum. Except as otherwise required by law or the Certificate of Formation, at all meetings of the Board, (i) the directors entitled to cast a majority of the votes of the entire Board shall constitute a quorum for the transaction of business, and (ii) a majority of the votes entitled to be cast by the directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present. 3.7Actions of the Board by Written Consent. Unless otherwise restricted by the Certificate of Formation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all the members of the Board or the committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or the electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. 3.8Meetings by Means of Conference Telephone. Unless otherwise provided in the Certificate of Formation or these Bylaws, members of the Board, or any committee thereof, may participate in a meeting of the Board or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.8 shall constitute presence in person at such meeting. 3.9Fees and Compensation of Directors. Unless otherwise restricted by the Certificate of Formation or these Bylaws, the Board shall have the authority to fix the compensation of directors. 3.10Resignations and Removals of Directors. Any director of the Company may resign at any time, by giving notice in writing or by electronic transmission to the Chairman of the Board, the President or the Secretary of the Company. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock of the Company then outstanding with respect to the election of directors, any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding capital stock of the Company entitled to vote in the election of directors.