DEF 14A of Heico Corp
Filed Jan 30, 2026 · FY20250001140361-26-003023
YOUR VOTE IS IMPORTANT
| EXECUTIVE COMPENSATION | 31 | | Summary Compensation Table | 31 | | Grants of Plan-Based Awards | 33 | | Outstanding Equity Awards at Fiscal 2025 Year-End | 34 | | Option Exercises During Last Fiscal Year | 35 | | Non-qualified Deferred Compensation | 35 | | Potential Payments Upon Termination or Change in Control | 36 | | CEO Pay Ratio | 36 | | Pay Versus Performance | 37 | | Description of Relationships Between Compensation Actually Paid and Performance | 39 | | ADVISORY VOTE ON EXECUTIVE COMPENSATION (Proposal No. 2) | 41 | | Recommendation | 41 | | FINANCE/AUDIT COMMITTEE REPORT | 42 | | RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal No. 3) | 43 | | Recommendation | 43 | | Principal Accounting Firm Fees | 43 | | Pre-approval of Services Provided by the Independent Registered Public Accounting Firm | 43 | | VOTING REQUIREMENTS | 44 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 44 | | SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 45 | | SHAREHOLDER PROPOSALS AND NOMINATIONS | 45 | | COMMUNICATION WITH THE BOARD OF DIRECTORS | 45 | | SHAREHOLDERS SHARING THE SAME ADDRESS | 46 | | GENERAL AND OTHER MATTERS | 46 | | 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, 2022 through October 31, 2025. The Aerospace Company Peer Group is comprised of thirteen companies used in preparing the Company's fiscal 2025 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 24 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, 2022 through October 31, 2025. 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, major weapons, radar and other defense equipment and systems as well as providers of satellites and spacecraft used for defense purposes. The total returns include the reinvestment of cash dividends.
Outlook
| (2) The number of shares of Common Stock and Class A Common Stock deemed outstanding as of January 16, 2026 includes (i) 55,142,805 shares of Common Stock; (ii) 84,266,714 shares of Class A Common Stock; and (iii) shares issuable upon exercise of stock options held by the respective person or group which are presently exercisable or which may be exercised within 60 days after January 16, 2026 as set forth below. Pursuant to the rules of the 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
| (15) Includes 402,813 shares of Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 16, 2026; 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; 189,030 shares of Class A Common Stock held by Mendelson International Corporation; 112,444 shares of Common Stock and 107,166 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 10,042 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 16, 2026. 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
| (19) Includes 175,156 shares of Class A Common Stock and 10,000 shares of Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 16, 2026. Also includes 2,016 shares of Common Stock and 2,039 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
| (20) Includes 3,280 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 16, 2026. Also includes 962 shares of Common Stock and 1,034 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Bradley K. Rowen’s account. |
Outlook
| (21) Includes 24,880 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 16, 2026. Also includes 7,979 shares of Common Stock and 7,202 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 816,519 shares of Common Stock and 178,436 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 16, 2026. The total for all directors and current executive officers as a group (11 persons) also includes 208,557 shares of Common Stock and 198,607 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to accounts of the current executive officers pursuant to the plan. Also includes 41,584 shares of Common Stock and 111,112 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 objectives above shareholder interests |
Outlook
| ▪ | Maintaining strong and competitive compensation practices which provide for regular increases |
Outlook
| ▪ | Rewarding our Team Members for excellent performance with excellent bonus practices |
Outlook
| ▪ | Linking a meaningful portion of stock option vesting to company performance rather than solely to the passage of time; |
Outlook
| ▪ | Address the number of stock options issued to certain Named Executive Officers; and |
Outlook
| ▪ | Provide greater transparency regarding bonus targets and calculations. |
Outlook
In response to this feedback, the Compensation Committee now issues stock options and awards HEICO Leadership Compensation Plan benefits that are tied to company performance rather than solely to the passage of time. Each stock option granted to a Named Executive Officer (“NEO”) in fiscal 2025 vests at a rate of 20% per year as long as the Company’s net income attributable to HEICO increases by 5% in that year. If net income attributable to HEICO increases less than 5% in any of those 5 years, the stock options that were scheduled to vest in that year do not vest. At the end of 5 years, any unvested Stock Options are no longer exercisable by the Named Executive Officer, unless the Company’s net income attributable to HEICO has increased by an aggregate of 27.63% over the five year vesting period, in which case all of the options become exercisable. The grants were structured this way to provide both short and long term incentives to ensure our Named Executive Officers are willing to take actions that might penalize them in the short term, but provide long term growth. These actions reflect the Compensation Committee's ongoing commitment to aligning pay with performance. Further details are provided in the Compensation Discussion and Analysis beginning on page 22. The Compensation Committee also continues to apply the share ownership guidelines, as updated last year, as described on page 30.
Outlook
| ▪ | Stock options issued to Named Executive Officers are tied to company performance; |
Outlook
| ▪ | Enhanced disclosure of bonus calculations is provided in proxy statements. |
Outlook
Each member of the Nominating and Corporate Governance Committee is “independent” in accordance with the NYSE’s listing standards. The Nominating and Corporate Governance Committee 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 four times in fiscal 2025 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 2025 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 2025 and its members consist of Mr. Henriques (Committee Chairman), Mrs. Fine, Mr. Hildebrandt, and Ms. Neitzel. Mr. Schwitter was also a member until he passed away in August 2025. The Board of Directors has determined that Mr. Henriques 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 2025 and its members consist of Dr. Schriesheim (Committee Chairman), Mr. Culligan, Mrs. Fine, Mr. Eric Mendelson, and Mr. Victor Mendelson. In December 2025, Messrs. Eric Mendelson and Victor Mendelson ceased serving as members of the Environmental, Safety and Health Committee, and Mr. Cheruvatath was appointed to serve as a member of the Committee. 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 four times in fiscal 2025 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, 2025, the Board of Directors held six meetings and took one action by written consent. Each of the directors attended 100% of the meetings of the Board of Directors and committees on which they served in fiscal 2025. Additionally, each director nominee within Proposal No. 1 attended 100% of the meetings of the Board of Directors and committees on which they served in fiscal 2025. We do not have a formal policy regarding attendance by members of the Board of Directors at the
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 | $290,000 | $— | $— | $— | $290,000 | | Carol F. Fine | 290,000 | — | — | — | 290,000 | | Adolfo Henriques | 293,913 | — | — | — | 293,913 | | Mark H. Hildebrandt | 350,000 | — | — | — | 350,000 | | Julie Neitzel | 290,000 | — | — | — | 290,000 | | Dr. Alan Schriesheim | 345,000 | — | — | — | 345,000 | | Frank J. Schwitter(4) | 213,750 | — | — | — | 213,750 |
Outlook
| (1) No stock options were granted to any non-employee director in fiscal 2025. As of October 31, 2025, the only non-employee director holding options was Dr. Schriesheim who held options for 893 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 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 its Co-CEO's managing the Company together, often interchangeably, for decades, with our Team Members, customers, shareholders and others working extensively with the Co-CEO's—both individually and collectively—since their involvement with HEICO commencing over 35 years ago. Base Salary The Committee determines base salary by considering:
Determining Compensation Levels
| ▪ | The benchmark analyses previously discussed |
Determining Compensation Levels
Bonus At the start of each fiscal year, our executive officers present to the Board of Directors a financial goal or budget for the year. The Committee considers Mr. Laurans Mendelson (who served as Chief Executive Officer until his passing in September 2025), Mr. Eric Mendelson, Mr. Victor Mendelson, and Mr. Macau (collectively, the “Lead NEOs”) to be eligible for bonuses tied to the achievement of meaningful growth goals. The Committee believed that Mr. Eric Mendelson, Mr. Victor Mendelson, and Mr. Macau were each eligible to receive a bonus equal to roughly 200% of their eligible compensation if the Company met its budgeted growth goal, while Mr. Laurans Mendelson was eligible to receive a bonus equal to approximately 323% of his eligible compensation upon achievement of such goals. The difference between Mr. Laurans Mendelson’s bonus opportunity and that of the other Lead NEOs reflects that, prior to fiscal 2025, he also received a performance unit award based on net income attributable to HEICO growing by at least 5% over the previous fiscal year’s net income attributable to HEICO, which was discontinued during fiscal 2025. In 2025, the target bonus required 10% growth in the following financial metrics (collectively referred to as the “Financial Metrics”) for fiscal year 2025 as compared to fiscal year 2024:
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. Consistent with our prior practice, the Committee established minimum and maximum target bonus levels for four of the named executives for fiscal 2025. Our net income attributable to HEICO, EBITDA and Cash Flow targets (collectively referred to as the “Bonus Targets”) in fiscal year 2025 were $565,520,000, $1,102,453,000 and $739,607,000, respectively, a 10% increase over these Financial Metrics in fiscal year 2024. 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 2025 increased by 22.1%, 10.6% and 26.3%, respectively, over Bonus Targets and were $690,385,000, $1,219,507,000 and $934,266,000, 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 2025 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
| ▪ | All of the stock options awarded to our Named Executive Officers in fiscal 2025 are performance-based and vest over a five-year period. They vest at a rate of 20% per year following the completion of each annual performance measurement period, as long as the Company’s net income attributable to HEICO increases by 5% during such period. The first annual performance measurement period commences on the first day of the fiscal quarter immediately following the grant date of the award, and each subsequent annual performance measurement period commences on the day immediately following the end of the prior performance measurement period. If net income attributable to HEICO increases less than 5% in any of those five years, the stock options that were scheduled to vest in that year do not vest. At the end of the five-year vesting period, any unvested stock options are no longer exercisable by the Named Executive Officer, unless the Company’s net income attributable to HEICO has increased by an aggregate of 27.63% over the five-year vesting period, in which case all of the options become exercisable. The grants were structured this way to provide both short- and long-term incentives to ensure our Named Executive Officers are willing to take actions that might penalize them in the short term, but provide long-term growth |
Determining Compensation Levels
| ▪ | The Committee generally awards stock options to the Named Executive Officers every other fiscal year, as that is the practice used for HEICO Team Members generally and the Named Executive Officers have asked to be treated the same as other Team Members are treated |
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
| Name and Principal Position | Fiscal Year | Salary(1) | Bonus | Option Awards(2)(3) | Non-Equity Incentive Plan Compensation(4) | Non-qualified Deferred Compensation Earnings(5) | All Other Compensation(6) | Total | | Eric A. Mendelson(7) Co-Chariman of the Board; Co-Chief Executive Officer, and Director; President and Chief Executive Officer of the HEICO Flight Support Group | 2025 | $1,281,000 | $— | $7,522,074 | $3,062,030 | $— | $1,164,731 | $13,029,835 | | | 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 | | Victor H. Mendelson(7) Co-Chairman of the Board; Co-Chief Executive Officer, and Director; President and Chief Executive Officer of the HEICO Electronic Technologies Group | 2025 | 1,281,000 | — | 7,522,074 | 3,062,030 | — | 1,023,937 | 12,889,041 | | | 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 | | Laurans A. Mendelson(7) Executive Chairman | 2025 | 1,323,093 | — | — | 5,166,727 | — | 1,132,400 | 7,622,220 | | | 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 | | Carlos L. Macau, Jr. Executive Vice President and Chief Financial Officer | 2025 | 902,000 | — | 3,768,495 | 2,156,090 | — | 649,365 | 7,475,950 | | | 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 | | Bradley K. Rowen(8) Chief Accounting Officer | 2025 | 372,384 | 500,000 | 1,365,335 | — | — | 63,868 | 2,301,587 | | Steven M. Walker(9) Chief Accounting Officer | 2025 | 228,026 | — | — | — | — | 38,381 | 266,407 | | | 2024 | 389,970 | 460,000 | — | — | — | 43,613 | 893,583 | | | 2023 | 373,435 | 400,000 | 380,745 | — | — | 44,739 | 1,198,919 | | Thomas S. Irwin(10) Senior Executive Vice President | 2025 | 214,074 | — | — | — | — | 294,990 | 509,064 |
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
| (2) Mr. Irwin did not hold any outstanding equity awards as of October 31, 2025. |
Determining Compensation Levels
| Fiscal Year(1) | Summary Compensation Table Total for PEO Eric A. Mendelson | Compensation Actually Paid to PEO Eric A. Mendelson(2) | Summary Compensation Table Total for PEO Victor H. Mendelson | Compensation Actually Paid to PEO Victor H. Mendelson(2) | Summary Compensation Table Total for PEO Laurans A. Mendelson | Compensation Actually Paid to PEO Laurans A. Mendelson(2) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | | Net Income Attributable to HEICO ($ millions)(4) | EBITDA ($ Millions)(5) | | | | | | | | | | | HEICO Common Stock TSR (HEI)(3) | HEICO Class A Common Stock TSR (HEI.A)(3) | Dow Jones U.S. Aerospace Index TSR(3) | | | | 2025 | $13,029,835 | $25,627,795 | $12,889,041 | $25,487,001 | $7,622,220 | $2,067,361 | $2,638,252 | $4,071,309 | $304.20 | $266.78 | $329.22 | $690.39 | $1,219.51 | | 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. |