DEF 14A of FTAI Aviation Ltd.
Filed Apr 15, 2026 · FY20250001140361-26-014789
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The first proposal is to elect three Class I directors to serve until the 2029 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 seven. 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:
ELECTION OF DIRECTORS
| Class | Term Expiration | Director | Age | | Class I | 2026 | Joseph P. Adams, Jr. | 68 | | | | Judith A. Hannaway | 74 | | | | Martin Tuchman | 85 | | Class II | 2027 | A. Andrew Levison | 69 | | | | Shyam Gidumal | 66 | | Class III | 2028 | Paul R. Goodwin | 83 | | | | Ray M. Robinson | 78 |
ELECTION OF DIRECTORS
The Board of Directors has unanimously proposed Joseph P. Adams, Jr., Judith A. Hannaway, and Martin Tuchman as nominees for election as Class I directors. The director nominees currently serve on our Board of Directors. If elected at the Annual General Meeting, each of Mr. Adams, Ms. Hannaway, and Mr. Tuchman will hold office until the 2029 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 Joseph P. Adams, Jr., Judith A. Hannaway, and Martin Tuchman. 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 Joseph P. Adams, Jr., Judith A. Hannaway, and Martin Tuchman to serve as our Class I directors until the 2029 annual general meeting of the shareholders and until their successors are duly elected or appointed and qualified.
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.
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. | | Shyam Gidumal Director since May 2025 | Mr. Gidumal has been a member of FTAI’s Board of Directors since May 2025. From February 2020 to November 2021, he served as the President and Chief Operating Officer of WeWork Inc. From March 2011 to June 2019, Mr. Gidumal served as a Principal/Partner at Ernst & Young, where he was a leader of the post-merger integration practice and the Retailer and Consumer Products Segment. Over his career he has held several executive roles, including at Worldcom (Asia), Acterna, Armstrong Furniture, and The Boston Consulting Group. Mr. Gidumal has been a member of the Board of Directors of the National Multiple Sclerosis Society since 2014, and Renaissance Reinsurance (NYSE:RNR) since 2022 where he serves as a qualified financial expert on the audit committee. Mr. Gidumal’s over 40 years of experience in global operational leadership, digital transformation, and strategy development as a senior executive, board member, private equity investor and advisor across various industries led our Board of Directors to conclude that he should serve as a director. | | 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 |
Information Concerning Our Directors, Including the Director Nominees
| | 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; Lead Independent Director since May 2025 | Ms. Hannaway has served on our Board of Directors since January 2018, and as our Lead Independent Director since May 2025. 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 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 |
Information Concerning Our Directors, Including the Director Nominees
| | 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 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. |
Compensation of Directors
Compensation of Directors The total annual compensation generally payable to our non-employee directors in respect of 2025 was $75,000 in annual fees, paid quarterly, and $145,000 in restricted stock units granted on the date of the Company’s annual general meeting. In addition, we pay an annual fee of $17,500 to the chair of the Audit Committee, $12,500 to the chair of the Compensation Committee, $10,000 to the chair of the Nominating and Corporate Governance Committee, $30,000 to the lead independent director, $12,500 to each of the members of the Audit Committee, $7,500 to the members of the Compensation Committee, and $7,500 to the members of the Nominating and Corporate Governance Committee. 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. 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.
Director Compensation Table for 2025
Director Compensation Table for 2025
Director Compensation Table for 2025
| Name(1) | Fees Earned or Paid in Cash | Share Awards | RSU Awards | Total | | Shyam Gidumal | $— | $56,972 | $145,000 | $201,972 | | Paul R. Goodwin | $60,000 | $60,000 | $145,000 | $265,000 | | Judith A. Hannaway | $132,033 | $— | $145,000 | $277,033 | | A. Andrew Levison | $41,250 | $41,250 | $145,000 | $227,500 | | Ray M. Robinson | $86,250 | $28,750 | $145,000 | $260,000 | | Martin Tuchman | $— | $82,500 | $145,000 | $227,500 |
Director Compensation Table for 2025
| (1) As of December 31, 2025, (i) each non-employee director held 1,232 restricted stock units that vest on the earlier of the one-year anniversary of the grant date or the date of the Company’s next annual general meeting and (ii) Mr. Levison held fully vested options to purchase 5,000 Ordinary Shares. |
Director Compensation Table for 2025
Director Stock Ownership Guidelines. We require our non-employee directors, within five years, to accumulate and hold Ordinary Shares with a value equal to fives times their annual cash fees. For purposes of meeting these guidelines, Ordinary Shares beneficially owned directly or indirectly and unvested RSUs are included in actual ownership totals. Options are not included in actual ownership totals. In addition, non-employee directors must hold 50% of the net after-tax Ordinary Shares received from equity award vestings until the guidelines are satisfied. As of December 31, 2025, each non-employee director has either met or exceeded their ownership guideline or was within the five-year period for achieving the guideline.
Executive Compensation Program Philosophy and Objectives
| • | Aligning executive and shareholder interests over the long term |
Executive Compensation Program Philosophy and Objectives
| • | Reinforcing our business strategy and supporting long-term value creation |
2025 Compensation Elements
| Element | Description and Purpose | | Base Salary | • Fixed cash compensation that reflects the position, duties and responsibilities of each NEO. • Reviewed annually and may be adjusted based on external market competitiveness as well as other factors. | | Annual Incentives | • Annual cash incentive designed to reward achievement of annual financial and strategic performance objectives. • May be earned from 0 to 200% of each NEO’s target annual incentive opportunity. • 2025 performance measures were Adjusted EBITDA(1), weighted 75%, and individual/strategic performance, weighted 25%. | | Long-Term Incentives | • Equity-based incentive compensation designed to support retention of key talent, align the interests of management with those of shareholders, and reward long-term performance achievements. • 2025 long-term incentives awards to NEOs were — 50% in restricted stock units (“RSUs”) vesting in three equal annual installments on each anniversary of the grant date, and — 50% in performance share units (“PSUs”) that 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. | | Benefits | • Our NEOs are generally eligible to participate in the same health, welfare, life insurance, and retirement benefits that generally apply to the employees of the Company. |
Executive Compensation Governance Practices
| What We Do | What We Don’t Do | | ✔ Maintain a pay mix that is heavily performance-based | ✘ Provide single-trigger change in control agreements or excise tax gross-ups | | ✔ Align NEO pay outcomes with company and individual performance | ✘ Permit hedging or pledging of the company's securities | | ✔ Annually assess our peer group and competitive compensation practices | ✘ Guarantee annual salary increases or incentive bonuses | | ✔ Seek annual shareholder advisory approval of NEO compensation | ✘ Provide minimum payouts under long-term incentive plans | | ✔ Maintain strong stock ownership guidelines for NEOs and non-employee directors | ✘ Provide excessive perquisites | | ✔ Maintain a robust compensation clawback policy covering cash and equity | ✘ Reprice stock options without shareholder approval |
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 NEOs. To assist 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 the Company or our management team that is not under the Compensation Committee’s purview. Representatives of FW Cook attended certain meetings of our Compensation Committee, including meeting with members of our Compensation Committee without members of management present. During 2025, our 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.
Compensation Peer Group
Compensation Peer Group In September 2024, our Compensation Committee, with the support of the management team and FW Cook, reviewed the peer group. The peer group was used in making 2025 executive and non-employee director compensation decisions including pay levels, incentive design, and governance best practices. The criteria utilized when reviewing the peer group were as follows:
Compensation Peer Group
| • | Scale: Approximately 0.3x – 3.0x of the Company’s revenue, market cap, and enterprise value |
Compensation Peer Group
| • | Industry: Companies in Aerospace & Defense, Industrial Machinery, and Trading Companies & Distributors |
Compensation Peer Group
| • | Business Operations: Companies with aircraft or other leasing equipment, manufacturing or servicing industrial machinery, etc. |
Compensation Peer Group
The table below reflects the companies that comprise the peer group that was used for market comparisons, general analysis, and setting executive compensation for 2025.
Compensation Peer Group
| AAR Corp. | ESCO Technologies Inc. | Kadant Inc | | AeroVironment Inc. | GATX Corporation | Kratos Defense & Security Solutions, Inc. | | BWX Technologies, Inc. | HEICO Corporation | Triumph Group Inc. | | Crane Co. | Hexcel Corp. | Willis Lease Finance Corporation | | Curtiss-Wright Corporation | Herc Holdings | Woodward Inc. |
Compensation Peer Group
In addition to the peer group, we supplemented our comparative analysis with broader industry survey data, size-adjusted to reflect the Company’s scale and scope.
Elements of our Executive Compensation Program for 2025
Short-Term Incentive Awards. Our annual incentive program (“AIP”) is designed to reward achievement of short-term (annual) financial and strategic performance objectives. For the 2025 AIP, our Compensation Committee provided each NEO with a target bonus opportunity, expressed as a percentage of salary, with the ability to earn 0% to 200% of target based on achievement of Adjusted EBITDA(1) (weighted 75%) and Individual/Strategic (weighted 25%) performance goals:
Elements of our Executive Compensation Program for 2025
| Performance Measures | | 2025 Annual Performance Goals | | | | | Weighting | Threshold | Target | Maximum | | Adjusted EBITDA(1) | 75% | $897M | $1,055M | $1,213M | | % of Target | | 85% | | 115% | | Individual/Strategic | 25% | Based on individual/strategic objectives | | | | Payout (% of Target) | | 50% | 100% | 200% |
Elements of our Executive Compensation Program for 2025
| Name | Target Annual Incentive Opportunity | Achievement Financial Component (75% weighting) | Achievement Individual Component (25% weighting)t | Resulting Payout | | Mr. Adams | $1,170,000 | 200% of Target | 200% of Target | $2,340,000 | | Mr. Moreno | $1,200,000 | 200% of Target | 200% of Target | $2,400,000 | | Ms. Kuperus | $600,000 | 200% of Target | 200% of Target | $1,200,000 | | Ms. Yoon | $400,000 | 200% of Target | 200% of Target | $800,000 | | Ms. Nam | $525,000 | 200% of Target | 200% of Target | $1,050,000 |
Elements of our Executive Compensation Program for 2025
Long-Term Incentive Awards (“LTI”). Our LTI program consists of equity-based incentive compensation designed to support retention of key talent, align the interests of our NEOs with those of shareholders, and reward long-term performance achievements. Our NEOs receive annual LTI equity awards in the first quarter of the year following the applicable performance year. In March 2025, we granted LTI equity awards to our NEOs as part of our annual grant cycle in the form of time-based restricted stock units (“RSUs”) (weighted 50% of target grant value) and performance-based restricted stock units (“PSUs”) (weighted 50% of target grant value). The RSUs vest in three equal annual installments on each anniversary of the grant date, subject to the NEO’s continued employment through each vesting date. The PSUs may be earned from 0 to 200% of the target number of PSUs based on two performance measures: our relative total shareholder return (“TSR”) versus the TSR of 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 grants to Mr. Adams and Ms. Nam was based in part on the Compensation Committee’s assessment of each of Mr. Adams’ and Ms. Nam’s performance in 2024, and also considered the one-time RSUs granted to Mr. Adams and Ms. Nam in 2024 related to the Internalization. The table below describes the RSUs and PSUs granted to our NEOs in March 2025.
Elements of our Executive Compensation Program for 2025
| Name | # of RSUs | # of PSUs | Grant Date Fair Value | | Mr. Adams(1) | 9,161 | 9,161 | $2,647,254 | | Mr. Moreno(2) | 10,608 | 10,608 | $3,065,394 | | Ms. Kuperus(2) | 5,786 | 5,786 | $1,671,980 | | Ms. Yoon(2) | 1,158 | 1,158 | $334,627 | | Ms. Nam(1) | 772 | 772 | $223,085 |
Elements of our Executive Compensation Program for 2025
| (1) On May 28, 2024 (the “Internalization Date”), we granted Mr. Adams and Ms. Nam 58,498 and 6,224 RSUs (“Internalization RSUs”), with grant-date fair values of $4,951,856 and $526,862, respectively, in connection with the Internalization. The Internalization RSUs |
Elements of our Executive Compensation Program for 2025
| Name | Year | Salary ($) | Non-Equity Incentive Plan Awards ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Mr. Adams | 2025 | 975,000 | 2,340,000 | 10,000,000 | 26,152 | 13,341,152 | | Mr. Moreno | 2025 | 650,000 | 2,400,000 | 4,000,000 | 16,152 | 7,066,152 | | Ms. Kuperus | 2025 | 550,000 | 1,200,000 | 2,000,000 | 14,196 | 3,764,196 | | Ms. Yoon | 2025 | 400,000 | 800,000 | 700,000 | 169,342 | 2,069,342 | | Ms. Nam | 2025 | 525,000 | 1,050,000 | 1,000,000 | 16,152 | 2,591,152 |
Summary Compensation Table for 2025
Summary Compensation Table for 2025 The following table provides additional information regarding the compensation paid to or earned by our NEOs with respect to the applicable fiscal years shown in the table. For Ms. Nam, the table includes information in respect of the last three completed fiscal years, which, in the case of 2023 and the portion of 2024 which preceded the Internalization Date, was determined and paid by our former manager. For Mr. Adams, the table include information in respect of the last two completed fiscal years. 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 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 2025 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. For our NEOs other than Mr. Adams and Ms. Nam who were newly appointed as executive officers in 2025, the table includes information in respect of the last fiscal year.
Summary Compensation Table for 2025
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Non-Equity Incentive Plan Awards ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($)(3) | | Joseph. P. Adams, Jr. Chief Executive Officer and Chairman of the Board | 2025 | 975,000 | — | 2,340,000 | 2,647,254 | 26,152 | 5,988,406(3) | | | 2024 | 975,000 | 1,950,000 | — | 23,714,756 | 15,386 | 26,655,142 | | David Moreno President | 2025 | 650,000 | — | 2,400,000 | 3,065,394 | 16,152 | 6,131,546 | | Stacy Kuperus Chief Operating Officer | 2025 | 550,000 | — | 1,200,000 | 1,671,980 | 14,196 | 3,436,176 | | BoHee Yoon General Counsel and Secretary | 2025 | 400,000 | — | 800,000 | 334,627 | 169,342 | 1,703,969 | | Eun (Angela) Nam Former Chief Financial Officer and Chief Accounting Officer | 2025 | 525,000 | — | 1,050,000 | 223,085 | 16,152 | 1,814,237(3) | | | 2024 | 525,000 | 1,000,000 | — | 3,413,462 | 11,514 | 4,949,976 | | | 2023 | 200,000 | 1,250,000 | — | — | 10,310 | 1,460,310 |
Summary Compensation Table for 2025
| (1) The amounts shown reflect the grant date fair value of our LTI equity awards made as part of our annual grant cycle in March 2025 following the 2024 performance year, as determined pursuant to FASB ASC Topic 718, including (i) $1,187,540, $1,375,115, $750,039, $150,112, and $100,074 for Mr. Adams, Mr. Moreno, Ms. Kuperus, Ms. Yoon, and Ms. Nam, respectively, in respect of the RSUs and (ii) $1,459,714, $1,690,279, $921,941, $184,516, and $123,010 for Mr. Adams, Mr. Moreno, Ms. Kuperus, Ms. Yoon, and Ms. Nam, respectively, in respect of the PSUs. The amounts shown with respect to the PSUs assume performance at target performance levels (i.e., 100%). If maximum performance levels (i.e., 200%) had been assumed, the grant date fair value of the PSUs would have been (i) $2,936,284, $3,400,078, $1,853,888, $371,162, and $247,442 for Mr. Adams, Mr. Moreno, Ms. Kuperus, Ms. Yoon, and Ms. Nam, respectively. For complete valuation assumptions for each of these awards, see Note 10 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 27, 2026. As described above, the grant date values of the RSUs and PSUs granted to our NEOs in February 2026 as part of our annual grant cycle following the 2025 performance year have not been included here in accordance with SEC disclosure rules, and will instead be included in our proxy statement filed in 2027 in respect of 2026 compensation. |
Summary Compensation Table for 2025
| (2) This amount consists of (i) $10,500 for each of Mr. Adams, Mr. Moreno, Ms. Kuperus, Ms. Yoon, and Ms. Nam, respectively, of 401(k) matching contributions, (ii) $5,652, $5,652, $3,696, $3,804 and $5,652 for Mr. Adams, Mr. Moreno, Ms. Kuperus, Ms. Yoon, and Ms. Nam, respectively, of separate additional healthcare for NEOs, (iii) $10,000 for Mr. Adams of additional insurance premiums covered by the Company, and (iv) compensation of $155,038 paid on a deferred basis pursuant to the Internalization for Ms. Yoon. |
Summary Compensation Table for 2025
| (3) Total compensation paid to Mr. Adams and Ms. Nam in 2025 was based in part on the Compensation Committee’s assessment of each of Mr. Adams’ and Ms. Nam’s performance in 2024, considered one-time compensation paid to Mr. Adams and Ms. Nam in 2024 related to the Internalization. Total compensation paid to all NEOs does not include stock awards granted in February 2026 as part of our annual grant cycle following the 2025 performance year have not been included here in accordance with SEC disclosure rules. |
Grants of Plan-Based Awards Table for 2025
Grants of Plan-Based Awards Table for 2025 The following table below sets forth the awards granted by us to our NEOs in 2025, including non-equity and equity awards.
Grants of Plan-Based Awards Table for 2025
| Name | Grant Date | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | All other stock awards: Number of shares or units (#)(3) | Grant date fair value of stock awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Joseph P. Adams, Jr. | — | 585,000 | 1,170,000 | 2,340,000 | — | — | — | — | — | | | 2/28/25 | — | — | — | — | — | — | 9,161 | 1,187,540 | | | 2/28/25 | — | — | — | 4,581 | 9,161 | 18,322 | — | 1,459,714 | | David Moreno | — | 600,000 | 1,200,000 | 2,400,000 | — | — | — | — | — | | | 2/28/25 | — | — | — | — | — | — | 10,608 | 1,375,115 | | | 2/28/25 | — | — | — | 5,304 | 10,608 | 21,216 | — | 1,690,279 | | Stacy Kuperus | — | 300,000 | 600,000 | 1,200,000 | — | — | — | — | — | | | 2/28/25 | — | — | — | — | — | — | 5,786 | 750,039 | | | 2/28/25 | — | — | — | 2,892 | 5,786 | 11,568 | — | 921,941 | | BoHee Yoon | — | 200,000 | 400,000 | 800,000 | — | — | — | — | — | | | 2/28/25 | — | — | — | — | — | — | 1,158 | 150,112 | | | 2/28/25 | — | — | — | 579 | 1,158 | 2,316 | — | 184,516 | | Eun (Angela) Nam | — | 262,500 | 525,000 | 1,050,000 | — | — | — | — | — | | | 2/28/25 | — | — | — | — | — | — | 772 | 100,074 | | | 2/28/25 | — | — | — | 386 | 772 | 1,544 | — | 123,010 |
Grants of Plan-Based Awards Table for 2025
| (1) Represents the possible payouts under the 2025 AIP, which can be earned between 0% to 200% of target based on achievement of the applicable Adjusted EBITDA metrics, as described above under Compensation Discussion and Analysis—Elements of Our Executive Compensation Program for 2025. |
Grants of Plan-Based Awards Table for 2025
| (2) Awards represent PSUs that are subject to two performance-based vesting conditions: (i) our relative total shareholder return (“TSR”) versus the TSR of the companies in the S&P 400 (weighted 50%) and (ii) our adjusted earnings per diluted share, each measured over a three-year performance period. The number of Ordinary Shares earned could range from 0% to a maximum of 200% depending on the level of achievement of the applicable performance targets. |
Grants of Plan-Based Awards Table for 2025
| (3) Awards represent RSUs that time-vest in three equal installments on each of February 28, 2026, February 28, 2027, and February 28, 2028, subject to the executive’s continued employment through each vesting date. |
Grants of Plan-Based Awards Table for 2025
| (4) The amounts shown reflect the grant date fair value of our LTI equity awards made as part of our annual grant cycle in March 2025 following the 2024 performance year, as determined pursuant to FASB ASC Topic 718. For complete valuation assumptions of each of these awards, see Note 10 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 27, 2026. The amounts shown with respect to the PSUs assume performance at target (i.e., 100%). |
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The table below sets forth the outstanding equity-based awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | 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 (#) | Market value of shares or units of stock that have not vested ($)(8) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(8) | | Joseph P. Adams, Jr. | 2/28/24 | 12,448 | — | 25.44 | 3/15/33 | | | | | | | 5/28/24 | | | | | 38,999(3) | 7,676,953 | | | | | 11/5/24 | | | | | | | 39,000(9) | 7,677,150 | | | 2/28/25 | | | | | 9,161(4) | 1,803,343 | | | | | 2/28/25 | | | | | | | 9,161(10) | 1,803,343 | | David Moreno | 3/13/23 | | | | | 150,000(5) | 29,527,500 | | | | | 5/30/24 | — | 25,000 | 79.13 | 5/30/34 | | | | | | | 5/30/24 | | | | | 25,000(6) | 4,921,250 | | | | | 11/5/24 | | | | | | | 18,000(9) | 3,543,300 | | | 2/28/25 | | | | | 10,608(4) | 2,088,184 | | | | | 2/28/25 | | | | | | | 10,608(10) | 2,088,184 | | Stacy Kuperus | 3/13/23 | | | | | 65,000(5) | 12,795,250 | | | | | 5/30/24 | — | 15,000 | 79.13 | 5/30/34 | | | | | | | 5/30/24 | | | | | 15,000(6) | 2,952,750 | | | | | 11/5/24 | | | | | | | 8,000(9) | 1,574,800 | | | 2/28/25 | | | | | 5,786(4) | 1,138,580 | | | | | 2/28/25 | | | | | | | 5,786(10) | 1,138,580 | | BoHee Yoon | 9/2/24 | | | | | 1,565(7) | 308,267 | | | | | 11/5/24 | | | | | | | 2,000(9) | 393,700 | | | 2/28/25 | | | | | 1,158(4) | 227,952 | | | | | 2/28/25 | | | | | | | 1,158(10) | 227,952 | | Eun (Angela) Nam | 5/28/24 | | | | | 4,149(3) | 816,730 | | | | | 11/5/24 | | | | | | | 6,000(9) | 1,181,100 | | | 2/28/25 | | | | | 772(4) | 151,968 | | | | | 2/28/25 | | | | | | | 772(10) | 151,968 |
Outstanding Equity Awards as of December 31, 2025
| (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. |
Outstanding Equity Awards as of December 31, 2025
| (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. |
Outstanding Equity Awards as of December 31, 2025
| (3) Represent remaining 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 NEO’s continued employment through each vesting date and, for Mr. Adams only, his continuing to hold the Post-Start Date Shares. |
Outstanding Equity Awards as of December 31, 2025
| (4) Represent RSUs granted as part of our annual grant cycle in March 2025 following the 2024 performance year that time-vest in three equal installments on each of February 28, 2026, February 28, 2026, and February 28, 2027, subject to the NEO’s continued employment through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (5) Represent RSUs granted as part of our annual grant cycle in March 2023 following the 2022 performance year that time-vest in two equal installments on each of June 30, 2027 and June 30, 2028, subject to the NEO’s continued employment through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (6) Represent RSUs granted as part of our annual grant cycle in May 2024 following the 2023 performance year that time-vest in two equal installments on each of June 30, 2026 and June 30, 2027, subject to the NEO’s continued employment through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (7) Represent remaining RSUs granted in connection with the Internalization that time-vest in three equal installments on each of August 30, 2025, August 30, 2026, and August 30, 2027, subject to the NEO’s continued employment through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (8) Market value shown is based on $196.85, which was the closing price per Ordinary Share on December 31, 2025. |
Outstanding Equity Awards as of December 31, 2025
| (9) 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 at the end of 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 threshold performance (i.e., 10%). |
Outstanding Equity Awards as of December 31, 2025
| (10) Represents PSUs granted as part of our annual grant cycle in March 2025 following the 2024 performance year that are subject to two performance-based vesting conditions: (i) our relative total shareholder return (“TSR”) versus the TSR of the companies in the S&P 400 (weighted 50%), measured over a three-year performance period between February 28, 2025 and February 28, 2028 and (ii) our adjusted earnings per diluted share, measured over a three-year performance period between January 1, 2025 and December 31, 2027. The number of Ordinary Shares earned could range from 0% to a maximum of 200% depending on the level of achievement of the applicable performance targets. The amounts shown with respect to the PSUs assume target performance (i.e., 100%). |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table provides information about any share-based awards that vested during 2025.
Option Exercises and Stock Vested in 2025
| Name | Option Awards | | Stock Awards | | | | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Joseph P. Adams, Jr. | — | — | 19,499 | 2,305,562 | | David Moreno | — | — | — | — | | Stacy Kuperus | — | — | — | — | | BoHee Yoon | — | — | 783 | 120,465 | | Eun (Angela) Nam | — | — | 2,075 | 245,348 |
Option Exercises and Stock Vested in 2025
| (1) Computed by multiplying the closing price per Ordinary Share on the vesting date by the number of RSUs that vested. |
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 “Offer Letters with our Named Executive Officers,” certain of our NEOs are eligible to receive severance payments and benefits (including acceleration of their Internalization RSUs) 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, including following a change in control. In addition, each of NEOs are eligible to receive accelerated vesting of certain of their equity-based awards 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, including following a change in control. 2025 RSUs. In 2025, each of our NEOs received RSU awards that vest in three equal annual installments on February 28, 2026, February 28, 2027, and February 28, 2028, subject to continued employment. If the participant's employment is terminated other than for cause or as a result of death or disability prior to the final vesting date (subject to the participant's execution of a release of claims), the RSUs that are scheduled to vest on the next vesting date will immediately vest. Any remaining unvested RSUs will be forfeited. 2025 PSUs. In 2025, each of our NEOs received two PSU awards: one subject to a diluted EPS performance metric (the “EPS Award”) and one subject to a relative TSR performance metric (the “TSR Award”). The performance period for the EPS Award is from January 1, 2025 through December 31, 2027. The performance period for the TSR Award is from February 28, 2025 through February 28, 2028. Any earned units will vest on February 28, 2028 under both awards. If the participant’s employment is terminated as a result of death or disability on or before the end of the applicable performance period, all PSUs (under both the EPS and TSR Awards) will remain outstanding and eligible to vest on the vesting date subject to actual achievement of the performance-based vesting conditions. Under the Diluted EPS Awards, if such termination occurs after the end of the performance period, any earned units will remain outstanding and eligible to vest on the vesting date. If the participant experiences a Qualifying Involuntary Termination on or before the end of the applicable performance period, a pro-rata portion of the PSUs (calculated based on the ratio of the number of days of employment during the performance period to the total number of days in the performance period) will remain outstanding and eligible to vest subject to actual achievement of the performance conditions. Under the EPS Awards, if such termination occurs after the end of the performance period, any earned units will remain outstanding and eligible to vest on the vesting date. Upon a Change in Control on or before the end of the performance period, the number of earned units under the EPS Awards will be determined as if the performance period had ended on the last day of the fiscal quarter preceding the Change in Control (after any adjustments determined by the Committee), while the number of earned units under the Relative TSR awards will be determined as if the performance period had ended on the date of consummation of the Change in Control. Under both awards, earned units will remain outstanding and continue to vest on the applicable vesting date, subject to continued employment. However, if the surviving or successor entity does not assume, convert, substitute or replace the earned units, all unvested earned units will immediately vest on the Change in Control date, and if the successor entity assumes the earned units and the participant experiences a Qualifying Involuntary Termination within 12 months following the Change in Control, all unvested earned units will immediately vest. Outperformance PSUs. In 2024, each of our NEOs received Outperformance PSUs that are subject to both performance-based vesting conditions and employment-based vesting conditions. The performance period is from November 5, 2024 through November 5, 2027. Any earned units will vest in three equal annual installments on November 5, 2027, November 5, 2028, November 5, 2029. If the participant’s employment is terminated as a result of death or disability on or before the end of the performance period, the PSUs will remain outstanding and 100% of any earned units will immediately vest on the first vesting date (the amounts shown in the table below assume performance at threshold of 10%). If the participant’s employment is terminated other than for cause or the participant resigns for good reason (a “Qualifying Involuntary Termination”) on or before the end of the performance period, the PSUs will remain outstanding and 33.3% of any earned units will immediately vest on the first vesting date (assuming performance at threshold of 10%). If a Qualifying Involuntary Termination occurs after the end of the performance period, the next tranche of earned units that would have vested on the next vesting date will immediately vest. Upon a Change in Control on or before the end of the performance period, earned units will be determined as if the performance period had ended on the date of such Change in Control, and any earned units will vest in three equal annual installments on each of the Change in Control date and the first two anniversaries thereof, subject to continued employment. If a Change in Control occurs after the end of the performance period, any earned units that remain unvested continue to vest on the regular vesting dates, subject to continued employment. In either case, if the surviving or successor entity does not assume, convert, substitute or replace the earned units, all unvested earned units will immediately vest on the Change in Control date. If the successor entity assumes the earned units and the participant experiences a Qualifying Involuntary Termination within 12 months following the Change in Control, all unvested earned units will immediately vest. David Moreno. In 2024, Mr. Moreno was granted 25,000 RSUs and 25,000 stock option at an exercise price of $79.13 per share, each vesting in two equal annual installments on June 30, 2027 and June 30, 2028. If Mr. Moreno’s employment is terminated other than for cause, due to death or disability, or he resigns for good reason, then (subject to his execution of a release of claims): (i) prior to June 30, 2026, 25% of the RSUs and 25% of the stock options will immediately vest, or (ii) on or after June 30, 2026 but prior to June 30, 2027, 50% of the RSUs and 50% of the stock options will immediately vest. Stacy Kuperus. In 2024, Ms. Kuperus was granted 15,000 RSUs and 15,000 stock options at an exercise price of $79.13 per share, each vesting in two equal annual installments on June 30, 2027 and June 30, 2028. If Ms. Kuperus's employment is terminated other than for cause or due to death or disability, then (subject to her execution of a release of claims): (i) prior to June 30, 2026, 25% of the RSUs and 25% of the stock options will immediately vest, or (ii) on or after June 30, 2026 but prior to June 30, 2027, 50% of the RSUs and 50% of the stock options will immediately vest. BoHee Yoon. In 2024, Ms. Yoon was granted 2,348 RSUs, vesting in three equal annual installments on August 30, 2025, August 30, 2026 and August 30, 2027. If Ms. Yoon's employment is terminated other than for cause or due to her death or disability, then (subject to her execution of a release of claims), the RSUs that are scheduled to vest on the next vesting date will immediately vest. The following table summarizes the potential payments and benefits to which our named executive officers would be entitled upon the various termination scenarios set forth below assuming the termination occurred on December 31, 2025.
Potential Payments Upon Change-in-Control or Termination
| | Retirement ($) | Termination Other Than for Cause, for Good Reason or Due to Death/Disability Not in Connection with Change in Control ($) | Termination Due to Death/Disability Not in Connection with Change in Control ($) | Termination Other Than for Cause, for Good Reason or Due to Death/Disability in Connection with Change in Control ($) | Termination Due to Death/Disability in Connection with Change in Control ($) | | 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 | — | 8,278,067 | 8,278,067 | 8,278,067 | 8,278,067 | | Accelerated Vesting of PSUs | — | 2,154,337 | 6,805,230 | 5,899,564 | 6,805,230 | | Health Benefits | — | 79,303 | — | 118,954 | — | | David Moreno | | | | | | | Accelerated Vesting of RSUs | — | 16,690,124 | 16,690,124 | 16,690,124 | 16,690,124 | | Accelerated Vesting of PSUs | — | 1,190,665 | 3,967,835 | 2,919,231 | 3,967,835 | | Accelerated Vesting of Options | — | 1,230,313 | 1,230,313 | 1,230,313 | 1,230,313 | | Stacy Kuperus | | | | | | | Accelerated Vesting of RSUs | — | 7,515,471 | 7,515,471 | 7,515,471 | 7,515,471 | | Accelerated Vesting of PSUs | — | 562,160 | 1,902,359 | 1,330,411 | 1,902,359 | | Accelerated Vesting of Options | — | 738,188 | 738,188 | 738,188 | 738,188 | | BoHee Yoon | | | | | | | Accelerated Vesting of RSUs | — | 230,019 | 230,019 | 230,019 | 230,019 | | Accelerated Vesting of PSUs | — | 131,660 | 438,192 | 323,723 | 438,192 | | 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 | — | 867,387 | 867,387 | 867,387 | 867,387 | | Accelerated Vesting of PSUs | — | 311,813 | 964,314 | 888,002 | 964,314 | | Health Benefits | — | 85,465 | — | 113,953 | — |
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 2025, and the ratio of those two values:
CEO Pay Ratio
| • | The 2025 annual total compensation of our median employee (other than our CEO), calculated in accordance with Item 402(c) of Regulation S-K, was $77,422; |
CEO Pay Ratio
| • | The 2025 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 2025 in this Proxy Statement, was approximately $6.0 million; and |
CEO Pay Ratio
| • | For 2025, the ratio of the annual total compensation of Mr. Adams to the annual total compensation of our median employee was 77.3 to 1. |
CEO Pay Ratio
This reflects analysis of our global workforce of 890 employees as of December 31, 2025, including part-time employees. We did not include independent contractors or employees of our joint ventures in our determination. In order to identify our median employee, we reviewed fiscal year 2025 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 2025. Once we identified our median employee for 2025 using the methodology described above, we determined the median employee’s annual total compensation for 2025 in accordance with the requirements of Item 402(c) of Regulation S-K consistent with the calculation of the 2025 annual total compensation of our CEO as reported in the Summary Compensation Table for 2025 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.
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 2025. 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 or prior years in this section.
Pay Versus Performance Table
Pay Versus Performance Table
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) | | 2025 | $5,988,406 | $32,255,442 | $3,271,338 | $13,027,797 | $434 | $182 | $477,494,000 | $1,190,922,000 | | 2024 | $26,655,142 | $33,385,837 | $4,949,976 | $5,818,953 | $315 | $116 | ($32,079,000) | $862,050,000 |
Pay Versus Performance Table
| (1) Our PEO for 2025 and 2024 was Mr. Adams; our non-PEO NEOs for 2025 were Mr. Moreno, Ms. Kuperus, Ms. Yoon, and Ms. Nam, and our only non-PEO NEO for 2024 was Ms. Nam. |
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 purposes of computing the “compensation actually paid” amounts appearing in columns (c) and (e) of the Pay Versus Performance Table: |
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 Year-End Fair Value of Equity Awards Granted in Prior Year That Were Outstanding and Unvested at End of Applicable Year | Plus (Minus) Change in Fair Value of Equity Awards Granted in Prior Year that Vested During Applicable Year | Equals Compensation Actually Paid | | Joseph P. Adams Jr. | 2025 | $5,988,406 | $2,647,254 | $4,223,027 | $25,194,337 | ($503,074) | $32,255,442 | | | 2024 | $26,655,142 | $23,714,756 | $30,445,451 | — | — | $33,385,837 | | Average non-PEO NEOs | 2025 | $3,271,338 | $1,323,627 | $2,111,514 | $8,980,033 | ($11,459) | $13,027,797 | | | 2024 | $4,949,976 | $3,413,462 | $4,282,439 | — | — | $5,818,953 |
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. |
Pay Versus Performance Table
| (4) Adjusted EBITDA is a non-GAAP measure. See Reconciliation of Non-GAAP Measures in Annex A for a reconciliation to the most comparable GAAP measure. |