DEF 14A of Heico Corp
Filed Jan 31, 2025 · FY20240001140361-25-002543
YOUR VOTE IS IMPORTANT
| EXECUTIVE COMPENSATION | 32 | | Summary Compensation Table | 32 | | Grants of Plan-Based Awards | 34 | | Outstanding Equity Awards at Fiscal 2024 Year-End | 35 | | Option Exercises During Last Fiscal Year | 36 | | Non-qualified Deferred Compensation | 36 | | Potential Payments Upon Termination or Change in Control | 37 | | CEO Pay Ratio | 37 | | Pay Versus Performance | 38 | | Description of Relationships Between Compensation Actually Paid and Performance | 40 | | ADVISORY VOTE ON EXECUTIVE COMPENSATION (Proposal No. 2) | 42 | | Recommendation | 42 | | FINANCE/AUDIT COMMITTEE REPORT | 43 | | RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal No. 3) | 44 | | Recommendation | 44 | | Principal Accounting Firm Fees | 44 | | Pre-approval of Services Provided by the Independent Registered Public Accounting Firm | 44 | | VOTING REQUIREMENTS | 45 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 45 | | SHAREHOLDER PROPOSALS AND NOMINATIONS | 46 | | COMMUNICATION WITH THE BOARD OF DIRECTORS | 46 | | SHAREHOLDERS SHARING THE SAME ADDRESS | 47 | | GENERAL AND OTHER MATTERS | 47 | | ANNEX A - NON-GAAP FINANCIAL MEASURE | A-1 |
Outlook
The following graph compares the Total Shareholder Return on $100 invested in HEICO Common Stock and HEICO Class A Common Stock with the Total Shareholder Return on $100 invested in an Aerospace Company Peer Group for the three-year period from October 31, 2021 through October 31, 2024. The Aerospace Company Peer Group is comprised of thirteen companies used in preparing the Company's fiscal 2024 compensation benchmark analysis. Please note one company, Crane Company was omitted from the table below as they were not a listed company for the full three-year duration presented. See within the “Determining Compensation Levels” section on page 26 for a list of the company names. The total returns include the reinvestment of cash dividends. The following graph compares the Total Shareholder Return on $100 invested in HEICO Common Stock and HEICO Class A Common Stock with the Total Shareholder Return on $100 invested in the NYSE Composite Index and the Dow Jones U.S. Aerospace Index for the three-year period from October 31, 2021 through October 31, 2024. The NYSE Composite Index measures the performance of all common stocks listed on the NYSE. The Dow Jones U.S. Aerospace Index is comprised of large companies which make aircraft and defense equipment and systems, as well as providers of satellites and spacecraft used for both commercial and defense purposes. The total returns include the reinvestment of cash dividends.
Outlook
Securities and Exchange Commission, presently exercisable stock options and stock options that become exercisable within 60 days are deemed to be outstanding and beneficially owned by the person or group for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.
Outlook
| (14) Includes 432,813 shares of Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 17, 2025; 392,718 shares of Common Stock held by EAM Management Limited Partners; 427,326 shares of Common Stock held by trusts for the benefit of Eric A. Mendelson’s immediate family members; 191,440 shares of Class A Common Stock held by Mendelson International Corporation; 112,365 shares of Common Stock and 107,078 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Eric A. Mendelson’s account; 15,227 shares of Common Stock and 10,078 shares of Class A Common Stock held in an individual Keogh account; and 4,522 shares of Common Stock and 5,204 shares of Class A Common Stock owned by Eric A. Mendelson’s children. Also includes 6,302 shares of Common Stock and 9,366 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Eric A. Mendelson’s account. See Note (3) above. |
Outlook
| (18) Includes 893 shares of Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 17, 2025. Also includes 11,333 shares of Common Stock and 6,416 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Dr. Schriesheim’s account and 10,488 shares of Class A Common Stock held by the estate of Dr. Schriesheim’s spouse. |
Outlook
| (20) Includes 200,156 shares of Class A Common Stock and 5,000 shares of Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 17, 2025. Also includes 1,978 shares of Common Stock and 2,002 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Carlos L. Macau, Jr.’s account and 2,000 shares of Class A Common Stock held by Mr. Macau’s sons. |
Outlook
| (21) Includes 30,240 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 17, 2025. Also includes 7,947 shares of Common Stock and 7,169 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Steven M. Walker’s account. |
Outlook
| (22) Includes 961,519 shares of Common Stock and 230,396 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 17, 2025. The total for all directors and executive officers as a group (13 persons) also includes 217,807 shares of Common Stock and 207,271 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to accounts of the executive officers pursuant to the plan. Also includes 41,584 shares of Common Stock and 107,736 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to the accounts of certain directors pursuant to the plan. |
Outlook
| ▪ Finance/Audit | ▪ Compensation | ▪ Nominating and Corporate Governance | ▪ Stock Option |
Outlook
| WHAT WE DON’T DO | | | | Sacrifice long-term potential for short-term gains | | | Sacrifice our Team Members’ compensation or benefits for short-term savings | | | Tolerate improper conduct which violates our Code of Conduct or expectations | | | Have employment agreements with our named executive officers | | | Pay oversized base salaries | | | Pay cash bonuses without performance | | | Reprice stock options without shareholder approval | | | Force people to retire from their work or our Board due to their age or tenure | | | Have “golden parachutes” | | | Place social and political objectives above shareholder interests |
Outlook
| ▪ | Maintaining strong and competitive compensation practices which provide for regular increases |
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| ▪ | Rewarding our Team Members for excellent performance with excellent bonus practices |
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| ▪ | The desire that at least some stock options vest according to the Company’s performance and not just on time passage; |
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| ▪ | The number of stock options issued to certain Named Executive Officers in fiscal 2023; and |
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| ▪ | The desire that additional information about bonus targets be provided. |
Outlook
Based on these discussions, the Compensation Committee determined that both future stock option grants and HEICO Leadership Compensation Plan awards would be performance-based and not merely time-based. Further, the Compensation Committee refrained from issuing stock options in fiscal 2024. These items are discussed in more detail in the Compensation Discussion and Analysis starting on page 24. Finally, the Compensation Committee adopted the share ownership guidelines describe on page 31.
Outlook
| ▪ | Stock options will be tied to company performance |
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| ▪ | Newly-enhanced bonus calculation disclosure to appear in proxy statements |
Outlook
assists the Board of Directors in identifying and recommending to the Board qualified individuals to be nominated as directors; makes recommendations concerning committee membership and appointments; periodically reviews and recommends to the Board of Directors updates to the Company’s Corporate Governance Guidelines; assists the Board and the Company in interpreting and applying the Company’s Corporate Governance Guidelines and Code of Business Conduct; and oversees the annual evaluation of management and of the Board of Directors. The Nominating and Corporate Governance Committee met three times in fiscal 2024 and its members consist of Mr. Hildebrandt (Committee Chairman) and Dr. Schriesheim. Prior to nominating an existing director for re-election to the Board of Directors, the Nominating and Corporate Governance Committee will consider the existing director’s independence, if required, skills, performance and meeting attendance. The Nominating and Corporate Governance Committee will consider candidates recommended by shareholders (see the caption “Shareholder Proposals and Nominations” contained herein). All candidates will be reviewed in the same manner, regardless of the source of recommendation. In evaluating candidates for potential director nomination, the Nominating and Corporate Governance Committee will consider, among other things, candidates that are independent, if required; who possess personal and professional integrity; have good business judgment, relevant experience and skills; and who would be effective as a director in conjunction with the full Board of Directors in collectively serving the long-term interests of our shareholders. While we do not have a formal policy on diversity, when considering the selection of director nominees, the Nominating and Corporate Governance Committee considers individuals with diverse backgrounds, viewpoints, accomplishments, cultural background and professional expertise, among other factors. Each member of the Compensation Committee is “independent'' in accordance with the NYSE's listing standards. The Compensation Committee reviews and approves compensation of our officers, key employees and directors. For further information on the Compensation Committee’s processes and procedures for consideration and determination of executive compensation, see the “Compensation Discussion and Analysis” section contained herein. Pursuant to the terms of its charter, the Compensation Committee may form and delegate any or all of its responsibilities to subcommittees, as it deems appropriate. In addition, the Compensation Committee reviews and discusses with management the Compensation Discussion and Analysis and based on the review and discussion, recommends its inclusion in the proxy statement. The Compensation Committee met four times in fiscal 2024 and its members consist of Mr. Hildebrandt (Committee Chairman), Ms. Neitzel, and Dr. Schriesheim. The report of the Compensation Committee regarding the Compensation Discussion and Analysis is contained herein. Each member of the Finance/Audit Committee is “financially literate” and “independent” in accordance with the NYSE's listing standards. The Finance/Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended, oversees the quality and integrity of our accounting, auditing, internal control and financial reporting practices, including the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The Finance/Audit Committee also advises the Board of Directors regarding transactions presenting a potential conflict of interest between the Company and any member of the Board of Directors or any executive officer. The Finance/Audit Committee met four times in fiscal 2024 and its members consist of Mr. Schwitter (Committee Chairman), Mrs. Fine, Mr. Henriques, Mr. Hildebrandt, and Ms. Neitzel. The Board of Directors has determined that Mr. Schwitter is an “audit committee financial expert,” as defined by the Securities and Exchange Commission. The report of the Finance/Audit Committee is contained herein. The Environmental, Safety and Health Committee meets with our senior management and oversees compliance in all matters relating to federal and state environmental, safety and health regulations. The Environmental, Safety and Health Committee met four times in fiscal 2024 and its members consist of Dr. Schriesheim (Committee Chairman), Mr. Culligan, Mrs. Fine, Mr. Eric Mendelson, and Mr. Victor Mendelson. The Environmental, Safety and Health Committee also visits our operating locations on a periodic basis. Each member of the Stock Option Plan Committee is “independent” in accordance with the NYSE's listing standards. The Stock Option Plan Committee administers our stock option plans and has authority to grant options, to determine the persons to whom and the times at which options are granted, and to determine the terms and provisions of each grant. The Stock Option Plan Committee met five times in fiscal 2024 and its members consist of Mr. Hildebrandt (Committee Chairman), Mr. Culligan, and Dr. Schriesheim. The Nominating and Corporate Governance Committee, Compensation Committee and the Finance/Audit Committee are governed by written charters relating to corporate governance matters. All Board of Directors Committee Charters, Corporate Governance Guidelines, as well as HEICO’s Code of Business Conduct are located on HEICO’s website at https://www.heico.com under the Investors tab. Board Meetings — 100% Attendance During the fiscal year ended October 31, 2024, the Board of Directors held four meetings. During fiscal 2024, each director attended 100% of the meetings of the Board of Directors and committees on which they served. While we do not have a formal attendance policy, all of the Board members attended the 2024 Annual Meeting of Shareholders. No Compensation Committee Interlocks or Insider Participation Mr. Hildebrandt, Ms. Neitzel and Dr. Schriesheim served as members of the Compensation Committee during fiscal 2024. No member of the Compensation Committee was an officer or employee of the Company during fiscal 2024 or was formerly an officer of the Company. During the fiscal year ended October 31, 2024, none of HEICO’s executive officers served on the board of
Outlook
| Name | Fees Earned or Paid in Cash | Option Awards(1) | Non-qualified Deferred Compensation Earnings(2) | All Other Compensation(3) | Total | | Thomas M. Culligan | $280,000 | $— | $— | $— | $280,000 | | Carol F. Fine | 274,458 | | | | 274,458 | | Adolfo Henriques | 280,000 | — | — | — | 280,000 | | Mark H. Hildebrandt | 340,000 | — | — | — | 340,000 | | Julie Neitzel | 280,000 | — | — | — | 280,000 | | Dr. Alan Schriesheim | 335,000 | — | — | — | 335,000 | | Frank J. Schwitter | 275,000 | — | — | — | 275,000 |
Outlook
| (1) No stock options were granted to any non-employee director in fiscal 2024. As of October 31, 2024, the only non-employee director holding options was Dr. Schriesheim who held options for 33,393 shares of Common Stock (adjusted as necessary for all stock dividends and stock splits). |
Key Compensation Views
| ▪ | Both long and short-term performance are important |
Key Compensation Views
| ▪ | Loyalty to the Company, including times when such loyalty harmed the executives’ short-term personal interests |
Key Compensation Views
| ▪ | In prior downturns, which were all much milder than the Pandemic, our executive officers insisted on foregoing planned salary increases or bonuses |
Key Compensation Views
| ▪ | Bonus |
Key Compensation Views
| ▪ | Stock Options |
Key Compensation Views
| ▪ | Retirement-Related/Long-Term Compensation |
Determining Compensation Levels
The Committee utilizes independent third-party consultants to help us benchmark our compensation views against those of other companies. The consultants were chosen due to their strong reputation for excellent performance and the Committee's confidence in the quality of their work. FW Cook provided our benchmark analysis of executive base salaries and bonuses paid to executives at other companies with some important characteristics similar to ours. The consultant’s benchmark was comprised of thirteen manufacturing companies, each with at least one significant characteristic similar to one of HEICO’s, such as revenues, market capitalization, profits or industry. The aerospace companies used in the benchmark analysis were: AMETEK, Inc., CAE, Inc., Crane Company, Curtiss-Wright Corp., Dover Corp., Hexcel Corp., Howmet Aerospace, Inc., Moog, Inc., RBC Bearings, Teledyne Technologies, Inc., Textron Inc., TransDigm Group, Inc., and Woodward, Inc. JLM Actuarial provided the Committee with advice regarding the HEICO Corporation Leadership Compensation Plan (which is further discussed below) and provided the Committee with general advice on benefits policies and conducted actuarial studies for certain benefit plan contributions.
Determining Compensation Levels
| ▪ | We do not believe that benchmark studies should be the only, or even the determinative, consideration, though they are helpful in providing partial fairness tests for both our Company and its executives and they help us evaluate whether our compensation methods are at least comparable to those of other companies |
Determining Compensation Levels
| ▪ | Benchmarking studies frequently relate to a company’s size in revenues or employment, instead of its profitability or profit margins |
Determining Compensation Levels
If we were to exclusively follow benchmark studies, we would pay our executives not for the Company’s income, but principally for its revenues and staff size, which would not incentivize our management to focus on the factors which we and they believe to be important, such as cash flow, net income, profits and margins, company culture, product line breadth and long-term focus. When we consider the benchmark data, we believe that our executive management team should be compensated in the higher percentile of companies reviewed because of the factors discussed above in this CD&A. The Committee continues to reserve discretion on whether or not to utilize and interpret the benchmark data. We also note that benchmark data can be flawed due to circumstances unique to other companies in a “peer group” and because there are no companies which exactly match the total mix of HEICO’s products, size and financial characteristics. The correlation between our Co-Presidents’ total reported compensation and our Chief Executive Officer’s total reported compensation varies by year. The largest changes typically relate to stock-option issuance. For example, in fiscal 2023 the Co-Presidents’ total compensation was closer to the Chief Executive Officer’s compensation than in fiscal 2024 and fiscal 2022 due to larger stock option grants in fiscal 2023. Fiscal 2024 was a more typical year. The Compensation Committee notes that it believes HEICO’s success has been largely driven by the atypical manner in which the company is managed. In short, HEICO doesn’t seek to follow the crowd, but is managed to do better than a typical publicly-held company—and it has succeeded in its outperformance. This entrepreneurial approach involves these three officers managing the Company together, often interchangeably, for decades, with our Team Members, customers, shareholders and others working extensively with the three officers—both individually and collectively—since their involvement with HEICO commencing over 35 years ago. The Compensation Committee wishes to recognize this cooperative management approach and the significant roles the Co-Presidents play and have played in HEICO’s outsized growth over decades. This may sometimes mean that the Co-Presidents’ total compensation will be closer to the Chief Executive Officer’s compensation than at other companies. Base Salary The Committee determines base salary by considering:
Determining Compensation Levels
| ▪ | The benchmark analyses previously discussed |
Determining Compensation Levels
Before setting targets, the Committee also reviews benchmarks and other data provided by our compensation consultants. The Committee also considers the fact that numerous other management-level employees at HEICO are offered bonus opportunities equal to 100% or more of their eligible compensation if their operations meet certain targets and the Committee likes this approach's consistency. Consistent with our prior practice, the Committee established minimum and maximum target bonus levels for four of the named executives for fiscal 2024. Our Net income attributable to HEICO, EBITDA and Cash Flow targets (collectively referred to as the “Bonus Targets”) in fiscal year 2024 were $470,677,000, $834,141,000 and $493,609,000, respectively, a 10% increase over these Financial Metrics in fiscal year 2023. Recognizing that any increase in these Financial Metrics deserves recognition, but that lower than targeted results deserves less than the targeted bonus, the Committee reduces the bonus from target by 10.0% for every percent that these Financial Metrics were below the target. Conversely, if these Financial Metrics were greater than targeted, the executives’ bonuses could be increased by slightly less than half of the rate by which the bonuses decrease if these Financial Metrics were below the target, or 2.0%, for every percentage point increase in the actual Financial Metrics above the targeted amount. Bonus payments are capped at 300% of each salary for the Lead NEOs. See our “Grants of Plan-Based Awards” table below for our threshold, target and maximum rewards levels under the HEICO Corporation 2018 Incentive Compensation Plan (the “2018 Plan”). Our actual Financial Metrics in fiscal year 2024 increased by 9.2%, 20.2% and 36.2%, respectively, over Bonus Targets and were $514,109,000, $1,002,230,000 and $672,370,000, respectively. Accordingly, since our actual Financial Metrics exceeded our Bonus Targets, on a weighted basis, the non-equity incentive compensation amounts set forth in the compensation tables below were paid to the Lead NEOs. The targets were not changed during the year. The following table summarizes the fiscal 2024 Threshold, Target, Actual and Maximum Financial Metrics discussed in the preceding paragraph.
Determining Compensation Levels
| ▪ | Stock options align the shareholders’ and option holders’ interests because the option holders do not receive any gain from their options unless the shareholders experience a gain because HEICO’s share price increases |
Determining Compensation Levels
| ▪ | Stock options are very important to some executives |
Determining Compensation Levels
| ▪ | The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation |
Determining Compensation Levels
Since 1985, HEICO has offered its 401(k) Plan to nearly all of our U.S. employees, including our executive officers. As of October 31, 2024, approximately 7,900 current and former employees participated in the 401(k) Plan. Under the 401(k) Plan, employees may elect to defer a portion of their cash compensation into an account within the 401(k) Plan. The amount each employee defers is then matched at a certain rate by HEICO in cash or HEICO stock. Based upon recommendation by management, the Committee approves the matching rate that each of our subsidiaries contributes and the full Board ratifies that rate. In 2006, the Board approved the HEICO Corporation Leadership Compensation Plan (the “LCP”), which is a nonqualified deferred compensation plan that conforms to Section 409A of the Internal Revenue Code. The LCP is currently available to approximately 475 HEICO employees (and to the Board members). It provides that the participating employees may contribute a portion of their compensation to the LCP and that HEICO will match salary contributions at a specified fraction of each employee’s salary contribution. The matching rate is established by the Committee and ratified by the Board of Directors. In addition, the Committee and Board of Directors retained discretion to contribute additional amounts to each participant’s account in the LCP. In order to create added retention incentives, the Committee typically declares the supplemental retention contributions as set forth in the compensation tables corresponding to the named executive officers. They also serve to “catch up” for retirement benefits not paid to them prior to fiscal 2007. Our compensation consultants provide the Committee with recommended benefit levels based on the years of service to HEICO by the executives, their ages and their statistically estimated proximity to retirement. Based upon the recommendation of the Committee’s compensation consultants, the contribution to the account of Laurans A. Mendelson was substantially larger than those paid to the other named executive officers as a result of his age and years of service. These supplemental retention contributions were historically paid each December. We received feedback from some shareholders following our March 2024 proxy statement filing that they believed these contributions should performance vest instead of just time vest. Accordingly, the Committee is adopting performance vesting for future supplemental LCP awards. As the payments appearing in the compensation tables were already made in December 2023, prior to last year’s proxy statement filing and receiving the aforementioned shareholder feedback, they were time vesting only, but the subsequent awards are to be performance-based and next year’s proxy statement will reflect this change. Performance targets for the future awards will be provided with each corresponding proxy statement. Perquisites Most of our named executive officers and certain other executives who utilize their automobiles, at least in part, for company business have been offered either automobiles or automobile allowances. This practice has been in place for approximately 35 years. To the extent that they use their automobiles for non-company business, they receive a personal benefit which is reported as a taxable benefit. In addition, we pay for life insurance for some of our named executive officers consistent with past practices.
Determining Compensation Levels
The Committee benchmarking analyses and the Committee members’ own experience have led the Committee to conclude these types and amounts of perquisites to be appropriate and customary for executive officers with many other companies. Management Involvement It is the Committee’s practice to have our Senior Executive Vice President and our Chief Executive Officer work with our compensation consultants to verify benchmarks on other companies’ practices and, where appropriate, provide updated suggestions for compensation methods. The Committee relied on the independent compensation consultants and management to finalize the benchmark indexes and to exchange information. The Committee then studies and analyzes such information and directs involved management to provide further information as needed, but the Committee retains all discretion over compensation of the Company’s named executive officers, as well as the hiring or termination of all consultants. However, the Committee anticipates the future portion of long-term compensation will exceed 50% of total compensation. Other Compensation Matters Although approximately 28% of the named executive officers’ compensation was long-term (which consists of stock options, 401(k) Plan and LCP compensation), because the Committee believes it should apply its own judgment and sense of fairness in setting compensation levels, it does not use set formulas to allocate between long-term and currently paid out compensation. The Committee applies this philosophy to the breakdown between cash and non-cash compensation in order to maintain flexibility to incentivize and recognize management based upon their qualitative interactions with us and other shareholders. What We Evaluate in Setting Policies and Making Compensation Decisions
Determining Compensation Levels
| Name and Principal Position | Fiscal Year | Salary(1) | Bonus | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | Non-qualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | Laurans A. Mendelson Chairman of the Board and Chief Executive Officer | 2024 | $1,389,200 | $— | $— | $6,120,381 | $— | $2,872,562 | $10,382,143 | | | 2023 | 1,330,255 | — | 5,946,950 | 5,314,712 | — | 2,855,584 | 15,447,501 | | | 2022 | 1,267,940 | — | — | 5,007,531 | — | 2,831,820 | 9,107,291 | | Carlos L. Macau, Jr. Executive Vice President and Chief Financial Officer | 2024 | 859,000 | — | — | 2,014,120 | — | 1,559,626 | 4,432,746 | | | 2023 | 822,582 | — | 3,285,455 | 1,721,803 | — | 1,117,672 | 6,947,512 | | | 2022 | 784,015 | — | — | 972,255 | — | 621,747 | 2,378,017 | | Eric A. Mendelson Co-President, HEICO Corporation; President and Chief Executive Officer of the HEICO Flight Support Group | 2024 | 1,220,100 | — | — | 2,860,801 | — | 2,470,202 | 6,551,103 | | | 2023 | 1,168,367 | — | 9,138,663 | 2,445,587 | — | 1,813,614 | 14,566,231 | | | 2022 | 1,113,669 | — | — | 1,381,074 | — | 1,101,753 | 3,596,496 | | Victor H. Mendelson Co-President, HEICO Corporation; President and Chief Executive Officer of the HEICO Electronic Technologies Group | 2024 | 1,220,100 | — | — | 2,860,801 | — | 2,085,144 | 6,166,045 | | | 2023 | 1,168,367 | — | 9,138,663 | 2,445,587 | — | 1,815,503 | 14,568,120 | | | 2022 | 1,113,669 | — | — | 1,381,074 | — | 1,099,633 | 3,594,376 | | Steven M. Walker Chief Accounting Officer | 2024 | 389,970 | 460,000 | — | — | — | 43,613 | 893,583 | | | 2023 | 373,435 | 400,000 | 380,745 | — | — | 44,739 | 1,198,919 | | | 2022 | 355,970 | 350,000 | 286,510 | — | — | 45,711 | 1,038,191 |
Determining Compensation Levels
| (3) For more information on the HEICO Corporation Leadership Compensation Plan, see “Non-qualified Deferred Compensation,” which follows below within this Executive Compensation section. |
Determining Compensation Levels
| Fiscal Year (a)(1) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (c)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs (e)(2) | Value of Initial Fixed $100 Investment Based On: | | | Net Income Attributable to HEICO ($ millions)(h)(4) | EBITDA ($ millions)(i)(5) | | | | | | | HEICO Common Stock TSR (HEI) (f)(3) | HEICO Class A Common Stock TSR (HEI.A) (f)(3) | Dow Jones U.S. Aerospace Index TSR (g)(3) | | | | 2024 | $10,382,143 | $15,114,365 | $4,510,869 | $10,844,494 | $234.29 | $206.55 | $211.88 | $514.11 | $1,002.23 | | 2023 | 15,447,501 | 14,651,777 | 9,320,196 | 9,187,638 | 151.36 | 136.58 | 154.08 | 403.60 | 758.31 | | 2022 | 9,107,291 | 10,193,788 | 2,651,770 | 4,530,704 | 155.22 | 136.56 | 140.93 | 351.68 | 593.74 | | 2021 | 9,031,531 | 10,903,978 | 6,267,191 | 9,673,857 | 132.86 | 134.61 | 152.31 | 304.22 | 487.36 |
Determining Compensation Levels
| (2) Compensation Actually Paid does not necessarily reflect compensation actually earned, realized, or received by the PEO or the non-PEO NEOs, but reflects adjustments made to the Summary Compensation Table totals for the PEO and non PEO NEOs in accordance with Item 402(v) of Regulation S-K as set forth below. The valuation assumptions used to calculate fair value, or change in fair value, as applicable, were made in accordance with FASB ASC Topic 718 and the valuation assumptions did not materially differ from those disclosed at the time of the grant. |