DEF 14A of FTAI Aviation Ltd., Apr 16, 2025

DEF 14A of FTAI Aviation Ltd.

Filed Apr 16, 2025 · FY20240001140361-25-014179

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The first proposal is to elect two Class III directors to serve until the 2028 annual general meeting of shareholders and until their respective successors are duly elected or appointed and qualified. Our Amended and Restated Memorandum and Articles of Association, as amended (the “Articles”), authorizes the number of directors to be not less than three, nor more than nine. The number of directors on the board is currently fixed at six. Our Board of Directors is divided into three classes. The members of each class of directors serve staggered three-year terms. Our current Board of Directors is classified as follows:

  2. ELECTION OF DIRECTORS

    | Class | Term Expiration | Director | Age | | Class I | 2026 | Joseph P. Adams, Jr. | 67 | | | | Judith A. Hannaway | 73 | | | | Martin Tuchman | 84 | | Class II | 2027 | A. Andrew Levison | 68 | | Class III | 2025 | Paul R. Goodwin | 82 | | | | Ray M. Robinson | 77 |

  3. ELECTION OF DIRECTORS

    The Board of Directors has unanimously proposed Paul R. Goodwin and Ray M. Robinson as nominees for election as Class III directors. The director nominees currently serve on our Board of Directors. If elected at the Annual General Meeting, each of Mr. Goodwin and Mr. Robinson will hold office until the 2028 annual general meeting of shareholders and until their successors are duly elected or appointed and qualified, subject to earlier death, resignation or removal. Unless otherwise instructed, we will vote all proxies we receive FOR Paul R. Goodwin and Ray M. Robinson. If any of the nominees becomes unable to stand for election as a director, an event that our Board of Directors does not presently expect, the proxy will be voted for a replacement nominee if one is designated by our Board of Directors. The Board of Directors recommends that you vote FOR the election of Paul R. Goodwin and Ray M. Robinson to serve as our Class III directors until the 2028 annual general meeting of the shareholders and until their successors are duly elected or appointed and qualified.

  4. Information Concerning Our Directors, Including the Director Nominees

    Information Concerning Our Directors, Including the Director Nominees Set forth below is certain biographical information for our directors, including the director nominees, as well as the month and year each person was first elected as one of our directors. Each of our directors was selected because of the knowledge, experience, skill, and expertise the director contributes to the Board of Directors as a whole. Our directors have extensive familiarity with our business and experience from senior positions in large, complex organizations. In these positions, they gained core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, and leadership development. The Nominating and Corporate Governance Committee believes that each of the directors also has key attributes that are important to an effective Board of Directors: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; a broad range of background, experience, and thought; and the commitment to devote significant time and energy to service on the Board of Directors and its committees.

  5. Information Concerning Our Directors, Including the Director Nominees

    | Joseph P. Adams, Jr. Chief Executive Officer and Director since May 2015; Chairman since May 2016 | Mr. Adams has served as our Chief Executive Officer and on our Board of Directors since May 2015, and he became the Chairman of our Board of Directors in May 2016. He is currently Chairman of the board of FTAI Infrastructure Inc. (Nasdaq: FIP) and has been a director since April 2022. Until May 2024, he was a member of the Management Committee of Fortress Investment Group LLC (“Fortress”) and a Managing Director at Fortress within the Private Equity Group. He previously served as a member of the board of directors of Seacastle, Inc., SeaCube Container Leasing Ltd., Aircastle Limited and RailAmerica Inc. Previously, Mr. Adams was a partner at Brera Capital Partners and at Donaldson, Lufkin & Jenrette where he was in the transportation industry group. In 2002, Mr. Adams served as the first Executive Director of the Air Transportation Stabilization Board. Mr. Adams received a B.S. in Engineering from the University of Cincinnati and an M.B.A. from Harvard Business School. Mr. Adams’ experience, including his role serving as Deputy Chairman on a number of boards for portfolio companies of Fortress, provides the Board with valuable insights into how boards at other companies address issues similar to those faced by the Company. In addition, his experience as a private equity investor and investment and merchant banker provides the Board with valuable guidance on financial, strategic planning and investor relations matters, particularly as it relates to transportation related industries. | | Paul R. Goodwin Director since May 2015 | Mr. Goodwin has served on our Board of Directors since May 2015. Mr. Goodwin also served on the board of directors of SeaCube Container Leasing Ltd (which went private in 2013) from 2009 through 2017, on the board of directors of RailAmerica, Inc. from October 2009 through October 2012, on the board of directors of Manhattan Associates, Inc. from April 2003 through May 2011, and on the board of directors of the National Railroad Retirement Investment Trust from 2003 through 2006. From June 2003 through 2004, Mr. Goodwin served as a consultant to CSX Corporation, which, through its subsidiaries, operates the largest rail network in the eastern United States. From April 2000 until June 2003, Mr. Goodwin served as vice-chairman and chief financial officer of CSX Corporation. Mr. Goodwin started with CSX Corporation in 1965 and held various senior management positions with entities affiliated with CSX Corporation group, including executive vice president and chief financial officer, senior vice president finance and planning and executive vice president of finance and administration. Mr. Goodwin graduated from Cornell University with a B.S. in Civil Engineering and received an M.B.A. from George Washington University. Mr. Goodwin’s over fifty years of experience, including serving as vice-chairman and chief financial officer of CSX Corporation, is highly relevant to the Company. His experience provides the board of directors with a deep understanding of the freight railroad business and also provides financial expertise to the board of directors, including an understanding of financial accounting and reporting, including internal controls, and corporate finance and capital markets. | | Judith A. Hannaway Director since January 2018 | Ms. Hannaway has served on our Board of Directors since January 2018. Ms. Hannaway also serves on the FTAI Infrastructure Inc. (Nasdaq: FIP) board of directors. During the past several years, Ms. Hannaway has acted as a consultant to various financial institutions. Prior to acting as a consultant, Ms. Hannaway was employed by |

  6. Information Concerning Our Directors, Including the Director Nominees

    | | Scudder Investments, a wholly-owned subsidiary of Deutsche Bank Asset Management, as a Managing Director. Ms. Hannaway joined Scudder Investments in 1994 and was responsible for Special Product Development including closed-end funds, offshore funds and REIT funds. Prior to joining Scudder Investments, Ms. Hannaway was employed by Kidder Peabody as a Senior Vice President in Alternative Investment Product Development. Prior to joining Kidder Peabody in 1983, Ms. Hannaway was a Senior Vice President in the Leverage Leasing Group at Merrill Lynch involved in aircraft and other transportation equipment leasing. Ms. Hannaway also spent time at Continental Grain Company at the beginning of her career in the Long Range Planning Group doing barge financing and leasing. Ms. Hannaway served as a member of the board of directors of DiamondPeak Holdings Corp. from February 2019 to October 2021. From 2015 to 2019, Ms. Hannaway was the lead Independent Director of Northstar Realty Europe Corp. Ms. Hannaway served as an independent director of NorthStar Realty and Northstar Asset Management from September 2004 and June 2014, respectively, through January 2017. Ms. Hannaway holds a B.A. with honors from Newton College of the Sacred Heart and an M.B.A. from Simmons College Graduate Program in Management. Her extensive experience in the aviation and transportation business and on public company boards led our Board of Directors to conclude that Ms. Hannaway should serve as a director. | | A. Andrew Levison Director since January 2018 | Mr. Levison has served on our Board of Directors since January 2018. Mr. Levison founded Levison & Co., the predecessor of Southfield Capital, in November 2002. Before that he was the head of leveraged finance at Donaldson, Lufkin & Jenrette (DLJ), where he oversaw banking and origination activities for all of the firm’s investment banking products for leveraged companies. Prior to joining DLJ, he was a Managing Director of the Leveraged Buyout Group at Drexel Burnham Lambert and a Vice President of the Special Finance Group at Manufacturers Hanover Trust. Mr. Levison has served on the boards of over 25 public and private companies related to investments and is currently on the board of directors of Vanguard Dealer Services, Stationhead, Inc. and the Levison/Present Foundation at Mount Sinai Hospital. Mr. Levison is also on the advisory board of the NYU Langone Orthopedics Hospital. He also served on the board of directors of Ferrellgas Partners, L.P. (NYSE: FGP) until September 2024. He earned a B.S. degree in finance from Babson College. His experience in finance and investments, and relevant public company board service, led our Board of Directors to conclude that Mr. Levison should serve as a director. | | Ray M. Robinson Director since May 2015 | Mr. Robinson has served on our Board of Directors since May 2015. Mr. Robinson has been the non-executive chairman of Citizens Trust Bank since May 2003. From 1996 to 2003 he served as the President of the Southern Region of AT&T Corporation. Mr. Robinson is a director of FTAI Infrastructure Inc. (Nasdaq: FIP) and PROG Holdings, Inc. (NYSE: PRG), which are public companies, and was previously a director of Aaron’s Inc., Acuity Brands Inc., American Airlines Group Inc., Avnet, Inc., Choicepoint Inc., Mirant Corporation, and RailAmerica, Inc. He was the president of Atlanta’s East Lake Golf Club from May 2003 to December 2005, and has been President Emeritus since December 2005. Mr. Robinson was the Chairman of Atlanta’s East Lake Community Foundation from |

  7. Information Concerning Our Directors, Including the Director Nominees

    | | November 2003 to January 2005 and has been Vice Chairman since January 2005. Mr. Robinson was selected as a director because of his extensive service on other public company boards, sales and marketing experience gained through senior leadership positions, extensive operational skills from his tenure at AT&T, and longstanding involvement in civic and charitable leadership roles in the community. | | Martin Tuchman Director since May 2015 | Mr. Tuchman has served on our Board of Directors since May 2015. Mr. Tuchman is Chief Executive Officer of the Tuchman Group, which oversees holdings in real estate, banking and international shipping, and has headed Kingstone Capital V, a private investment group, since 2007. Mr. Tuchman has served on the board of directors of Princeton Bancorp, Inc. (Nasdaq: BPRN, previously the Bank of Princeton) since September 2017. He served on the board of directors of Horizon Lines, Inc. from November 2011 to May 2015 and on the board of directors for SeaCube Container Leasing Ltd. from March 2011 to April 2013. Mr. Tuchman served as the Vice Chairman of the First Choice Bank in Lawrenceville, N.J. from December 2008 to April 2015, and served as Chairman of First Choice Bank from April 2015 to December 2016. In 1968, after helping develop the current standard for intermodal containers and chassis in connection with the American National Standards Institute, Mr. Tuchman co-founded Interpool, Inc., a leading container leasing business, which was sold to funds affiliated with Fortress, in 2007. In 1987, Mr. Tuchman formed Trac Lease, a chassis leasing company which was subsequently merged into Interpool, Inc. Mr. Tuchman holds a B.S. in Mechanical Engineering from the New Jersey Institute of Technology and an M.B.A. from Seton Hall University. Mr. Tuchman’s experience in the container leasing and shipping industry and as Chief Executive Officer of The Tuchman Group provides the board with valuable insights on the financial and strategic planning matters, particularly as they relate to transportation related industries. |

  8. Compensation of Directors

    Compensation of Directors The total annual compensation generally payable to our non-employee directors was $175,000 in respect of 2024. In addition, we pay an annual fee to the chairperson of the Audit Committee of $10,000. At their election, fees to non-employee directors may be paid in the form of fully-vested Ordinary Shares, based on the value of such Ordinary Shares at the date of issuance, rather than in cash, provided that any such issuance does not prevent such director from being determined to be independent and such shares are granted pursuant to a shareholder-approved plan or the issuance of such shares is otherwise exempt from Nasdaq listing requirements. Each non-employee director also received an initial one-time grant of fully vested options to purchase 5,000 Ordinary Shares under our Nonqualified Stock Option and Incentive Award Plan (the “Plan”) upon the date of the first meeting of our Board of Directors attended by such director. Affiliated directors are not separately compensated by us. All members of our Board of Directors are reimbursed for reasonable costs and expenses incurred in attending meetings of our Board of Directors. We also made a one-time payment of $25,000 to each of Messrs. Goodwin, Robinson and Tuchman in connection with their services on a special committee of the Board of Directors and $50,000 to Ms. Hannaway in connection with her service as Chairperson on a special committee Board of Directors, which was created to negotiate and approve the Internalization.

  9. Director Compensation Table for 2024

    Director Compensation Table for 2024

  10. Director Compensation Table for 2024

    | Name | Fees Earned or Paid in Cash | Share Awards | Option Awards(1) | Total | | Paul R. Goodwin | $117,500 | $92,500 | — | $210,000 | | Judith A. Hannaway | $225,000 | — | — | $225,000 | | A. Andrew Levison | $87,500 | $87,500 | — | $175,000 | | Ray M. Robinson | $— | $200,000 | — | $200,000 | | Martin Tuchman | $— | $200,000 | — | $200,000 |

  11. Director Compensation Table for 2024

    | (1) As of December 31, 2024, Mr. Levison, Mr. Robinson and Mr. Tuchman each held fully vested options to purchase 5,000 Ordinary Shares. |

  12. Role of the Compensation Committee in Executive Compensation

    Role of the Compensation Committee in Executive Compensation Our Compensation Committee sets the compensation philosophy, financial objectives, policies and practices of compensation for our named executive officers. In approving compensation levels and targets, individual objectives and financial performance measures and targets for our named executive officers, our Compensation Committee focuses on the relationship between our executive compensation program and the achievement of our financial and strategic objectives, with an emphasis on creating a pay program that is aligned with the shareholder experience. Our Compensation Committee made all decisions regarding the compensation levels of our named executives officers relating to the portion of 2024 following the Internalization Date. For 2024, these decisions included the determination of base salaries for Mr. Adams and Ms. Nam at the Internalization, establishing Ms. Nam’s target annual cash bonus opportunity, granting equity awards, and determining earned incentives for 2024 performance. Because the Internalization occurred in the middle of 2024, there were no pre-established or formulaic performance goals for the fiscal year. Instead, earned incentives were based on a subjective assessment of Company performance and each named executive officer’s contribution to that performance. For 2025, the Compensation Committee worked with its independent compensation consultant to implement a more structured executive compensation program designed to support our business strategy and using a framework aligned with market and best practices. The 2025 annual incentive program for our named executive officers includes a range of earnings opportunity for each executive and corresponding financial and strategic performance goals and weightings. The 2025 long-term equity incentive program includes grants of service-vesting restricted stock units (RSUs) and performance-vesting stock units (PSUs) to support retention of key talent, align the interests of management with those of shareholders, and reward long-term performance achievements.

  13. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Our Compensation Committee reviews the competitiveness of our executive compensation program and recent governance trends relating to executive compensation when determining the compensation levels for our named executive officers. To assist the Compensation Committee in this process, our Compensation Committee retained FW Cook as its independent compensation consultant to provide advice on our executive compensation practices. FW Cook does no work for our management team that is not under the Compensation Committee’s purview. Representatives of FW Cook attended certain meetings of the Compensation Committee, including meeting with members of the Compensation Committee without members of management present. During 2024, the Compensation Committee reviewed the independence of FW Cook using assessment criteria under the applicable Nasdaq rules and concluded that the retention of FW Cook did not raise any conflicts of interest. As one of many inputs into their decisions on setting base salaries for 2024, setting target pay opportunities for 2025, and designing the incentive compensation programs for 2025 for our named executive officers, the Compensation Committee reviewed competitive data on the executive compensation practices of the following peer group of companies in similar industries and of similar size to us and with whom we compete for executive talent:

  14. Role of the Independent Compensation Consultant

    | AAR Corp. | Curtiss-Wright Corporation | Kadant Inc | | Air Lease Corporation | ESCO Technologies Inc. | Kratos Defense & Security Solutions, Inc. | | AeroVironment Inc. | GATX Corporation | Triumph Group Inc. | | Barnes Group Inc. | HEICO Corporation | Willis Lease Finance Corporation | | BWX Technologies, Inc. | Hexcel Corp. | Woodward Inc. | | Crane Co. | Herc Holdings | |

  15. Elements of our Executive Compensation Program for 2024

    Elements of our Executive Compensation Program for 2024 Prior to the Internalization Date, our former manager was responsible for all executive compensation decisions. In connection with the Internalization, our named executive officers Mr. Adams and Ms. Nam became employees of the Company, and our Compensation Committee became responsible for determining their compensation. For the portion of 2024 following the Internalization Date, the Compensation Committee’s compensation decisions reflected the start of a process to redesign the executive compensation program to better support our financial and strategic objectives as an internally-managed company, and the Compensation Committee is continuing this process during 2025. The compensation program for our named executive officers consists of an annual base salary, the ability to earn short-term incentive awards based on individual and Company performance, the ability to earn long-term equity incentive awards, and participation in employee benefit plans and programs at the same level and on the same terms that apply to the Company’s employees generally. The following is a detailed description of each material element of our compensation program for our named executive officers for the portion of 2024 following the Internalization Date. Base Salary. Base salary is a fixed component of compensation for each of our named executive officers. Ms. Nam’s base salary in prior years, as determined by our former manager, was $200,000, the same as it has been reported since 2020, which is well below market practices. In connection with the Internalization, our Compensation Committee began to develop a pay structure better aligned with market practices, part of which was the establishment of base salaries for Mr. Adams and Ms. Nam at $975,000 and $525,000, respectively. These 2024 base salaries are intended to reflect the position, duties and responsibilities of each executive and were set slightly below the peer group medians for chief executive officers and chief financial officers at the peer companies. As of the filing of this proxy statement, the 2025 annual base salaries payable to our named executive officers remain unchanged from those established on the Internalization Date. Short-Term Incentive Awards. For 2024, our named executive officers were each eligible to receive discretionary short-term incentive payments from the Company based on annual performance achievements. We consider these short-term incentive bonuses to be “at-risk” compensation. Prior to the Internalization, our named executive officers were not employees of the Company, and our former manager determined their compensation. The Compensation Committee became responsible for overseeing executive compensation in the middle of fiscal year 2024 at the time of Internalization, and it was not practical to establish performance measures and goals for the remainder of the fiscal year. Instead, in determining the short-term incentive awards earned by our named executive officers for 2024, our Compensation Committee considered many factors, particularly the Company and management team’s financial and strategic accomplishments in 2024 described above, in its decision-making process relating to the amount of the annual short-term incentive amounts. The Compensation Committee also considered the Internalization RSUs (described below) granted in May 2024 as well as the equity grants awarded in February 2025 as part of the earned annual incentive amounts for 2024 performance. Long-Term Incentive Awards. Our named executive officers are eligible to receive long-term equity incentive awards relating to our Ordinary Shares, which are intended to further align the interests of our named executive officers with those of our shareholders generally. As described below, these awards are subject to vesting terms, which include continued employment with the Company for specified periods of time, and in certain cases, the achievement of specified performance criteria. Internalization RSUs. On the Internalization Date, we granted Mr. Adams and Ms. Nam 58,498 and 6,224 time-based restricted share units (“RSUs”), respectively, in connection with the Internalization (the “Internalization RSUs”). The Internalization RSUs are one-time awards that will time-vest in three equal installments on each of May 28, 2025, May 28, 2026, and May 28, 2027, subject to the executive’s continued employment through each vesting date and, for Mr. Adams only, his continuing to hold the Post-Start Date Shares (as described below under “Offer Letters with Our Named Executive Officers”). The Internalization RSUs were granted to align the long-term interests of our named executive officers with the interests of our shareholders following the Internalization. If the executive’s employment is terminated by us without cause, by the executive for good reason, or as a result of the executive’s death or disability, the Internalization RSUs will fully vest on the date of such termination of employment. For purposes of the Internalization RSU award agreements with our named executive officers, good reason has the same meaning as set forth in each respective named executive officer’s offer letter (as described below). Outperformance PSUs. In November 2024, we granted a group of employees, including Mr. Adams and Ms. Nam performance-based restricted share units (“PSUs”) (the “Outperformance PSUs”) that are subject to both service-vesting and extremely rigorous performance-based vesting conditions. The Outperformance PSUs are one-time awards intended to create strong retention and engagement of the management team by rewarding achievement of meaningful outperformance over a multi-year period, which would create significant value for shareholders. In order to earn the maximum number of Outperformance PSUs, approximately $16.9 billion in value must be created for shareholders. The number of Ordinary Shares eligible to be earned with respect to the Outperformance PSUs will be determined based on the annualized total shareholder return (“Annualized TSR (CAGR)”) of our Ordinary Shares during the three-year performance period between November 5, 2024 and November 5, 2027, in accordance with the following schedule:

  16. Elements of our Executive Compensation Program for 2024

    | Performance Level | Annualized TSR (CAGR) | Value Created for Shareholders ($B) | Payout (% of Target) | | Tier 1 (Max) | ≥ 30% | ≥ $16.7B | 400% | | Tier 2 | 25% | $13.3B | 200% | | Tier 3 | 20% | $10.2B | 100% | | Tier 4 (Threshold) | 15% | $7.3B | 40% | | Below Threshold | < 15% | < $7.3B | 0% |

  17. Changes for 2025

    | • | Annual Incentives. The Compensation Committee determined target bonus opportunities at $1,170,000 for Mr. Adams and $525,000 for Ms. Nam. Actual bonuses may range from 0 to 200% of these target amounts based on performance versus pre-established Adjusted EBITDA goals (weighted 75%) and individual performance (weighted 25%). |

  18. Changes for 2025

    | • | Long-Term Equity Incentives. In March 2025, we granted long-term equity awards to our named executive officers as part of our annual grant cycle in the form of RSUs (weighted 50% of target grant value) and PSUs (weighted 50% of target grant value). The RSUs vest in three equal annual installments on each anniversary of the grant date. The PSUs may be earned from 0 to 200% of the target number of PSUs based on two performance measures: our relative TSR versus the companies in the S&P 400 (weighted 50%) and our adjusted earnings per diluted share, each measured over a three-year performance period. The size of the March 2025 grant was based in part on the Compensation Committee’s assessment of performance in 2024. In accordance with SEC disclosure rules, these equity awards granted in early 2025 will not be reported in the “Stock Awards” column of the Summary Compensation Table for 2024 or the Grants of Plan Based Awards in 2024 table, but will instead be included in the “Stock Awards” column of the “Summary Compensation Table for 2025” and the “Grants of Plan Based Awards in 2025” table. |

  19. Equity Grant Practices

    Equity Grant Practices Following the Internalization, we do not grant stock options, stock appreciation rights, or similar option-like instruments and, as such, we do not have any policy or practice in place on the timing of such awards in relation to the disclosure of material non-public information.

  20. Summary Compensation Table for 2024

    Summary Compensation Table for 2024 The following table provides additional information regarding the compensation earned by Ms. Nam in respect of the last three completed fiscal years, which, in the case of 2022, 2023 and the portion of 2024 which preceded the Internalization Date, was determined and paid by our former manager. As previously described, our former manager informed us that it was not able to segregate and identify any portion of the compensation earned by Mr. Adams in respect of 2022, 2023 and the portion of 2024 which preceded the Internalization as relating solely to services performed for us. However, in connection with the Internalization, the Company agreed to accrue for and pay Mr. Adams’ entire base salary and discretionary short-term incentive bonus for 2024, including the portion of 2024 prior to the Internalization Date. Therefore, this Summary Compensation Table for 2024 includes compensation for Mr. Adams relating to all of 2024 (including compensation for the portion of 2024 that preceded the Internalization Date), but does not include information relating to the compensation paid to Mr. Adams by our former manager for 2023 or 2022.

  21. Summary Compensation Table for 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Joseph. P. Adams Chief Executive Officer and Chairman of the Board | 2024 | $975,000 | $1,950,000 | $23,714,756 | $15,386(2) | $26,655,142 | | Eun (Angela) Nam Chief Financial Officer and Chief Accounting Officer | 2024 | $525,000 | $1,000,000 | $3,413,462 | $11,514(3) | $4,949,976 | | | 2023 | $200,000 | $1,250,000 | — | $10,310 | $1,460,310 | | | 2022 | $200,000 | $900,000 | — | $9,560 | $1,109,560 |

  22. Summary Compensation Table for 2024

    | (1) The amounts shown reflect the grant date fair value of our one-time long-term incentive awards made during 2024 as determined pursuant to FASB ASC Topic 718, including (i) $$4,951,856 and $526,862 for Mr. Adams and Ms. Nam, respectively, in respect to the Internalization RSUs and (ii) $18,762,900 and $2,886,600 for Mr. Adams and Ms. Nam, respectively, in respect to the Outperformance PSUs. The amounts shown with respect to the Outperformance PSUs assume performance at maximum (i.e., 100%). For complete valuation assumptions for each of these awards, see Note 11 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025. As described above, the grant date values of the RSUs and PSUs granted to our named executive officers in March 2025 as part of our annual grant cycle have not been included here in accordance with SEC disclosure rules, and will instead be included in our proxy statement filed in 2026 in respect of 2025 compensation. |

  23. Summary Compensation Table for 2024

    | (2) This amount consists of (i) $12,789 of 401(k) matching contributions and (ii) $2,597 of life insurance premiums. |

  24. Summary Compensation Table for 2024

    | (3) This amount consists of (i) $10,350 of 401(k) matching contributions and (ii) $1,164 of life insurance premiums. |

  25. Grants of Plan-Based Awards Table for 2024

    Grants of Plan-Based Awards Table for 2024 The following table below sets forth the equity-based awards granted by us to our named executive officers in 2024. Prior to the Internalization, from time to time we granted options relating to Ordinary Shares or other equity interests in the Company to an affiliate of our former manager, who in turn was permitted to assign a portion of the options to its employees, including our named executive officers. Any such option awards assigned to employees of our former manager (“Tandem Options”) correspond on a one-to-one basis with the options granted to our former manager, such that exercise by an employee of the Tandem Option would result in the corresponding option held by our former manager being cancelled. Tandem Options granted by our former manager prior to the Internalization reflect decisions by our former manager and are not shown in the following table.

  26. Grants of Plan-Based Awards Table for 2024

    | Name | Grant Date | Estimated future payouts under equity incentive plan awards(1) | | | All other stock awards: Number of shares of stock or units (#)(2) | Grant date fair value of stock awards ($)(3) | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Joseph P. Adams, Jr. | 5/28/24 | — | — | — | 58,498 | $4,951,856 | | | 11/4/24 | 39,000 | 97,500 | 390,000 | — | $18,762,900 | | Eun (Angela) Nam | 5/28/24 | — | — | — | 6,224 | $526,862 | | | 11/4/24 | 6,000 | 15,000 | 60,000 | — | $2,886,600 |

  27. Grants of Plan-Based Awards Table for 2024

    | (1) Awards represent Outperformance PSUs that are subject to both time- and performance-based vesting conditions. The number of Ordinary Shares earned could range from 0% to a maximum of 100% depending on the level of achievement of the Annualized TSR (CAGR) targets. |

  28. Grants of Plan-Based Awards Table for 2024

    | (2) Awards represent Internalization RSUs that time-vest in three equal installments on each of May 28, 2025, May 28, 2026, and May 28, 2027, subject to the executive’s continued employment through each vesting date and, for Mr. Adams only, his continuing to hold the Post-Start Date Shares. |

  29. Grants of Plan-Based Awards Table for 2024

    | (3) The amounts shown reflect the grant date fair value of our long-term incentive awards made during 2024 as determined pursuant to FASB ASC Topic 718. For complete valuation assumptions of each of these awards, see Note 11 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025. The amounts shown with respect to the Outperformance PSUs assume performance at maximum (i.e., 100%). |

  30. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The table below sets forth the outstanding equity-based awards held by our named executive officers as of December 31, 2024.

  31. Outstanding Equity Awards as of December 31, 2024

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Exercisable Options (#) | Number of Securities Underlying Not-Yet Exercisable Options (#)(1) | Option Exercise Price ($) | Option Expiration Date(2) | Number of shares or units of stock that have not vested (#)(3) | Market value of shares or units of stock that have not vested ($)(4) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(5) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(4) | | Joseph P. Adams, Jr. | — | 12,448 | $25.44 | 3/15/2033 | | | | | | | | | | | 58,498 | $8,426,052 | | | | | | | | | | | 39,000 | $5,617,560 | | Eun (Angela) Nam | | | | | 6,224 | $896,505 | | | | | | | | | | | 6,000 | $864,240 |

  32. Outstanding Equity Awards as of December 31, 2024

    | (1) Upon the grant of options to the former manager, such options were fully vested and become exercisable over a 30-month period (the “Total Exercisability Period”) in monthly installments beginning on the first of each month following the month in which the options were granted. When Tandem Options are granted, the former manager options become exercisable in monthly installments over a portion of the Total Exercisability Period equal to 30 months, minus the product of (i) the ratio of former manager options subject to corresponding Tandem Options to the total number of former manager options (including former manager options subject to corresponding Tandem Options) multiplied by (ii) 30 (such period, the “Former Manager Exercisability Period”). Following the Former Manager Exercisability Period, the Tandem Options vest in generally monthly installments over the remainder of the Total Exercisability Period and become exercisable only at the end of the Total Exercisability Period. |

  33. Outstanding Equity Awards as of December 31, 2024

    | (2) Represents the expiration date of the option held by the former manager that is the basis for the Tandem Options held by the officer. In general, the expiration date of the Tandem Options occurs prior to the expiration date of the underlying former manager options. |

  34. Outstanding Equity Awards as of December 31, 2024

    | (3) Represent Internalization RSUs that time-vest in three equal installments on each of May 28, 2025, May 28, 2026, and May 28, 2027, subject to the executive’s continued employment through each vesting date and, for Mr. Adams only, his continuing to hold the Post-Start Date Shares. |

  35. Outstanding Equity Awards as of December 31, 2024

    | (4) Market value shown is based on $144.04, which was the closing price per Ordinary Share on December 31, 2024. |

  36. Outstanding Equity Awards as of December 31, 2024

    | (5) Represent Outperformance PSUs that are subject to both time- and performance-based vesting conditions. The number of Ordinary Shares earned could range from 0% to a maximum of 100% depending on the level of achievement of the Annualized TSR (CAGR) targets. The number of Ordinary Shares eligible to be earned with respect to the Outperformance PSUs will be determined during the three-year performance period between November 5, 2024 and November 5, 2027. Once the number of Ordinary Shares eligible to be earned is determined at the end of the performance period, the number of earned Outperformance PSUs will time-vest in three equal installments on each of November 5, 2027, November 5, 2028, and November 5, 2029, subject to the executive’s continued employment through each vesting date. The amounts shown with respect to the Outperformance PSUs assume performance threshold (i.e., 10%) which is the next highest performance level that exceeds actual performance for 2024. |

  37. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table provides information about any option awards that were exercised and any share-based awards that vested during 2024.

  38. Option Exercises and Stock Vested in 2024

    | Name | Option Awards | | Stock Awards | | | | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Joseph P. Adams, Jr. | 132,309 | $13,727,228 | — | — | | Eun (Angela) Nam | — | — | — | — |

  39. Option Exercises and Stock Vested in 2024

    | (1) Computed based on the difference between the market price of the Ordinary Shares at exercise ($103.75) and the exercise price of the Tandem Options. |

  40. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table provides information regarding certain deferred compensation paid to Ms. Nam in 2024. There were no contributions or earning in 2024 with respect to the amount shown in table.

  41. Nonqualified Deferred Compensation

    | Name | Aggregate Withdrawals/Distributions ($)(1) | Aggregate Balance at Last FYE ($) | | Eun (Angela) Nam | $125,000 | — |

  42. Nonqualified Deferred Compensation

    | (1) The amount shown, representing a portion of Ms. Nam’s discretionary bonus earned for 2023 performance, was included in the amount reported for Ms. Nam for 2023 in the “Bonus” column of our Summary Compensation Table. This deferred amount was paid out pursuant to her offer letter following the Internalization. |

  43. Potential Payments Upon Change-in-Control or Termination

    Potential Payments Upon Change-in-Control or Termination As described above in the sections of this Proxy Statement titled “Elements of our Executive Compensation Program for 2024 – Long-Term Incentive Awards” and “Offer Letters with our Named Executive Officers,” our named executive officers are eligible to receive certain payments and benefits in connection with the termination of their employment by us without cause, their resignation for good reason, or their termination as a result of death or disability (each as defined in the applicable offer letter) outside of a Change in Control Period, as well during a Change in Control Period. The following table summarizes the potential payments and benefits to which our named executive officers would be entitled upon the various termination scenarios set forth below assuming the termination occurred on December 31, 2024.

  44. Potential Payments Upon Change-in-Control or Termination

    | | Retirement ($) | Termination Other Than for Cause, for Good Reason or Due to Death/Disability Not in Connection with Change in Control ($)(1) | Termination Due to Death/Disability Not in Connection with Change in Control ($)(2) | Termination Other Than for Cause, for Good Reason or Due to Death/Disability in Connection with Change in Control ($)(3) | Termination Due to Death/Disability in Connection with Change in Control ($)(2) | | Joseph P. Adams, Jr. | | | | | | | Cash Severance | — | $4,000,000 | — | $6,000,000 | — | | Pro-Rated Bonus | — | $1,950,000 | $1,950,000 | $1,950,000 | $1,950,000 | | Accelerated Vesting of RSUs | — | $8,426,052 | $8,426,052 | $8,426,052 | $8,426,052 | | Accelerated Vesting of PSUs | — | $1,872,333 | $5,617,560 | $5,617,560 | $5,617,560 | | Health Benefits | — | $79,303 | — | $118,954 | — |

  45. Potential Payments Upon Change-in-Control or Termination

    | | Retirement ($) | Termination Other Than for Cause, for Good Reason or Due to Death/Disability Not in Connection with Change in Control ($)(1) | Termination Due to Death/Disability Not in Connection with Change in Control ($)(2) | Termination Other Than for Cause, for Good Reason or Due to Death/Disability in Connection with Change in Control ($)(3) | Termination Due to Death/Disability in Connection with Change in Control ($)(2) | | Eun (Angela) Nam | | | | | | | Cash Severance | — | $1,325,000 | — | $2,650,000 | — | | Pro-Rated Bonus | — | $1,000,000 | — | $1,000,000 | $1,000,000 | | Accelerated Vesting of RSUs | — | $896,505 | $896,505 | $896,505 | $896,505 | | Accelerated Vesting of PSUs | — | $288,051 | $864,240 | $864,240 | $864,240 | | Health Benefits | — | $85,465 | — | $113,953 | — |

  46. Potential Payments Upon Change-in-Control or Termination

    | (1) If the executive’s employment is terminated by us without cause or by the executive for good reason on or before the end of the performance period, then the Outperformance PSUs will remain outstanding and one-third of any earned Outperformance PSUs will immediately vest on November 5, 2027. The amounts shown with respect to the Outperformance PSUs assume performance at threshold (i.e., 10%). |

  47. Potential Payments Upon Change-in-Control or Termination

    | (2) If the executive’s employment is terminated as a result of death or disability that occurs on or before the end of the performance period, then the Outperformance PSUs will remain outstanding and the full amount of any earned Outperformance PSUs will immediately vest on November 5, 2027. The amounts shown with respect to the Outperformance PSUs assume performance at threshold (i.e., 10%). |

  48. Potential Payments Upon Change-in-Control or Termination

    | (3) If a change in control occurs on or before the end of the performance period, the performance period will end as of the date of the change in control and the number of Ordinary Shares eligible to be earned during the shortened performance period will be determined based on the Annualized TSR (CAGR) achieved by the Company during the shortened performance period, with the number of Outperformance PSUs earned vesting in three equal installments on each of the change in control date and on the first two anniversaries of the change in control date, subject to the executive’s continued employment through each vesting date. If the surviving or successor entity of the Company after the change in control assumes, converts, substitutes or replaces the earned Outperformance PSUs but terminates the employment of the executive without cause or the executive resigns for good reason within twelve months of the change in control date, then all of the earned Ordinary Shares will fully vest as of the date of the executive’s termination of employment. The amounts shown with respect to the Outperformance PSUs assume performance during the shortened performance period at threshold (i.e., 10%). |

  49. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, presented below is the total compensation of our median employee, the annual total compensation of our CEO for the portion of 2024 following the Internalization Date, and the ratio of those two values:

  50. CEO Pay Ratio

    | • | The 2024 annual total compensation of our median employee (other than our CEO), calculated in accordance with Item 402(c) of Regulation S-K, was $72,245; |

  51. CEO Pay Ratio

    | • | The 2024 annual total compensation of our CEO, Mr. Adams, calculated in accordance with Item 402(c) of Regulation S-K and as reported in the Summary Compensation Table for 2024 in this Proxy Statement, was $26,655,142; and |

  52. CEO Pay Ratio

    | • | For 2024, the ratio of the annual total compensation of Mr. Adams to the annual total compensation of our median employee was 369 to 1. |

  53. CEO Pay Ratio

    This reflects analysis of our global workforce of 580 employees as of December 31, 2024, including part-time employees. We did not include independent contractors in our determination. In order to identify our median employee, we reviewed fiscal year 2024 gross wages (which includes annualized base wages, time-related bonuses (such as overtime pay and shift premiums), vacation and holiday pay, and other allowances) and year-end bonuses for all of our employees, which measure was consistently applied to all our employees included in the calculation. We did not make any cost-of-living adjustments in identifying our median employee for 2024. Once we identified our median employee for 2024 using the methodology described above, we determined the median employee’s annual total compensation for 2024 in accordance with the requirements of Item 402(c) of Regulation S-K consistent with the calculation of the 2024 annual total compensation of our CEO as reported in the Summary Compensation Table for 2024 in this Proxy Statement. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The information disclosed in this section was developed and is provided solely to comply with specific, legal requirements. We do not use this information in managing our Company.

  54. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for 2024. As described above, our CEO did not receive any compensation from us prior to the Internalization Date and was compensated solely by our former manager, with all related compensation decisions made by our former manager, until the Internalization; accordingly, we do not include disclosure for 2023 and 2022 in this section.

  55. Pay Versus Performance Table

    Pay Versus Performance Table

  56. Pay Versus Performance Table

    | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) | Average Compensation Actually Paid to Non-PEOs Named Executive Officers(2) | Total Shareholder Return | Peer Group Total Shareholder Return(3) | Net Income | Adjusted EBITDA(4) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $26,655,142 | $33,385,837 | $4,949,976 | $5,818,953 | $315 | $116 | ($32,079,000) | $862,050,000 |

  57. Pay Versus Performance Table

    | (1) Our PEO for 2024 was Mr. Adams and our only non-PEO NEO for 2024 was Ms. Nam. |

  58. Pay Versus Performance Table

    | (2) The amounts in the following table represent each of the amounts deducted and added to the equity award values for our named executive officers for 2024 for purposes of computing the “compensation actually paid” amounts appearing in columns (c) and (e) of the Pay Versus Performance Table: |

  59. Pay Versus Performance Table

    | Name | Year | Summary Compensation Table Total for PEO | Minus Grant Date Fair Value of Equity Awards Granted During Applicable Year | Plus Year-End Fair Value of Equity Awards Granted During Applicable Year | Plus Any Dividends Paid Prior to the Vesting Date of the Underlying Award | Equals Compensation Actually Paid | | Joseph P. Adams Jr. | 2024 | $26,655,142 | ($23,714,756) | $30,445,451 | — | $33,385,837 | | Eun (Angela) Nam | 2024 | $4,949,976 | ($3,413,462) | $4,282,439 | — | $5,818,953 |

  60. Pay Versus Performance Table

    | (3) The Dow Jones US Aerospace Index (as reported in the Company’s Form 10-K filing) was used to calculate the Company’s peer group total shareholder return. |

  61. Pay Versus Performance Table

    | (4) Adjusted EBITDA is a non-GAAP measure. See Reconciliation of Non-GAAP Measures in Annex. B for a reconciliation to the most comparable GAAP measure. |

  62. 2025 OMNIBUS INCENTIVE AWARD PLAN

    | Section 4. | Shares Reserved for Issuance; Certain Limitations; Minimum Vesting Conditions; Director Compensation Limitation. |