DEF 14A of StandardAero, Inc.
Filed Apr 30, 2026 · FY20250001193125-26-194138
Proposal 1: Election of Directors
Proposal 1: Election of Directors We currently have nine directors on our Board of Directors. At the Annual Meeting, three Class II directors, Douglas V. Brandely, Wendy Masiello and Stefan Weingartner, are to be elected to hold office until the annual meeting of stockholders to be held in 2029 and until each such director’s respective successor is duly elected and qualified or until each such director’s earlier death, resignation or removal. As set forth in our Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”), the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class II, whose current term will expire at the upcoming Annual Meeting and, if elected, whose subsequent term will expire at the 2029 annual meeting of stockholders; Class III, whose current term will expire at the 2027 annual meeting of stockholders; and Class I, whose current term will expire at the 2028 annual meeting of stockholders. The current Class I directors are Peter J. Clare, Russell Ford, and Andrea Fischer Newman; the current Class II directors are Douglas V. Brandely, Wendy M. Masiello, Stefan Weingartner; and the current Class III directors are Derek J. Kerr, Ian Fujiyama and Paul McElhinney. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our Amended and Restated Charter provides that any or all of the directors may be removed at any time for cause by the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of capital stock entitled to vote at an election of directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as directors of the persons whose names and biographies appear below. In the event that any of Douglas V. Brandely, Wendy Masiello and Stefan Weingartner should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or alternatively, the Board may elect to reduce its size. The Board of Directors has no reason to believe that any of the director nominees will be unable to serve if elected. Each of the director nominees has consented to being named in this proxy statement and to serve if elected. On October 1, 2024, we entered into the Stockholders Agreement with Carlyle Partners VII S1 Holdings, II, L.P. (“Carlyle Partners VII”), Hux Investment Pte. Ltd. (the “GIC Investor”) and certain of our other existing stockholders (the “Stockholders Agreement”). As of the date hereof, pursuant to the Stockholders Agreement, Carlyle has the right to designate six of the nine directors. The number of designees that Carlyle is entitled will be reduced to (a) four directors at such time as the Carlyle Stockholders (as defined in our Amended and Restated Charter) in the aggregate hold less than twenty-five percent (25%) of the then-outstanding shares of common stock, (b) two directors at such time as the Carlyle Stockholders in the aggregate hold less than fifteen-percent (15%) of the then-outstanding shares of common stock, and (c) no directors at such time as the Carlyle Stockholders in the aggregate hold less than five percent (5%) of the then-outstanding shares of common stock. The Board shall determine the total number of directors by resolution, but for so long as the Carlyle Stockholders have the right to designate a director pursuant to the Stockholders Agreement, the prior written consent of the Carlyle Stockholders is required in order to increase the number of directors to a number exceeding nine. If the Carlyle Stockholders lose their right to designate any directors pursuant to the terms of the Stockholders Agreement, these positions will be filled in accordance with our Amended and Restated Charter. In January 2026, the Carlyle Stockholder’s holdings of common stock decreased from approximately 45.6% of the then-outstanding shares of common stock to approximately 31.4% of the then-outstanding shares of common stock. As a result of this decrease, and pursuant to the Stockholders Agreement, the number of Carlyle designees was reduced from eight directors to six directors. The Board believes that the directors currently serving as Carlyle designees are valuable members of the Board and that their continued service on the Board is in the best interests of the Company and its stockholders. Accordingly, the Company determined to waive certain provisions of the Stockholders Agreement such that none of Douglas V. Brandely, Wendy M. Masiello and Stefan Weingartner are required to resign at or prior to the Annual Meeting. As a result, Wendy M. Masiello and Stefan Weingartner are no longer considered to be “Investor Designees” as defined in the Stockholders Agreement. For more information, see “Corporate Governance—Stockholders Agreement.”
Continuing Members of the Board Class III Directors (terms to expire at the 2027 annual meeting of stockholders)
Continuing Members of the Board Class III Directors (terms to expire at the 2027 annual meeting of stockholders) The current members of the Board who are Class III directors is as follows:
Continuing Members of the Board Class III Directors (terms to expire at the 2027 annual meeting of stockholders)
| Name | Age | Position with StandardAero | | Ian Fujiyama | 53 | Director | | Derek J. Kerr | 61 | Director | | Paul McElhinney | 65 | Director |
Continuing Members of the Board Class III Directors (terms to expire at the 2027 annual meeting of stockholders)
The principal occupations and business experience, for at least the past five years, of each Class III director are as follows: Ian Fujiyama is a Partner of The Carlyle Group, a private equity firm, as well as head of Carlyle’s Global Aerospace, Defense, and Government Services team. Mr. Fujiyama joined Carlyle in 1997, and in 1999 he spent two years in Hong Kong and Seoul working with Carlyle’s Asia buyout fund, Carlyle Asia Partners. Prior to joining Carlyle, Mr. Fujiyama was an associate at Donaldson Lufkin and Jenrette Securities Corp., with a focus on high yield and merchant banking transactions. He currently serves as a member of the board of directors of Two Six Technologies, Inc. and ManTech International. He previously served on the board of directors of ARINC Incorporated, CPI, Dynamic Precision Group, KLDiscovery, Inc., Loc Performance, Novetta Solutions LLC and Booz Allen Hamilton. Mr. Fujiyama holds a Bachelor of Science in economics from the Wharton School at the University of Pennsylvania. We believe Mr. Fujiyama is qualified to serve on our Board because of his corporate finance expertise and knowledge of the aerospace industry as well as his experience on the board of directors of several Carlyle portfolio companies. Derek J. Kerr served as Vice Chair and Strategic Advisor of American Airlines Group Inc. (“AAG”) and President of American Eagle, a passenger airline, from December 2022 to September 2023. He retired from AAG and American Eagle in September 2023. From 2013 to December 2022, Mr. Kerr served as Executive Vice President and Chief Financial Officer of AAG and its wholly-owned subsidiary, American Airlines, Inc., overseeing global corporate risk, corporate development and corporate financial functions, including treasury, accounting, financial planning, labor and fleet analysis, tax, strategic planning, investor relations and purchasing. Prior to that, he served as Senior Vice President and Chief Financial Officer for US Airways, a role that he began in 2005, and was later promoted to Executive Vice President and Chief Financial Officer of US Airways in 2009 with an added responsibility for information technology. He previously worked at America West Airlines starting in 1996 and served in a variety of finance and planning roles until being named Chief Financial Officer in 2002. Mr. Kerr currently serves on the board of directors of AECOM and Fifth Third Bank. He previously served on the board of directors of Comerica Incorporated. Mr. Kerr earned a Bachelor of Science in aeronautical engineering and a Master of Business Administration in finance from the University of Michigan. We believe Mr. Kerr is qualified to serve on our Board because of his significant leadership experience and knowledge of the aerospace industry. Paul McElhinney is a Senior Operating Partner of AE Industrial Partners, an aerospace private investment firm, where he leads the Portfolio Strategy and Optimization Group. Prior to joining AE Industrial in 2018, Mr. McElhinney served in various senior roles over a 30-year career with General Electric, including as President and Chief Executive Officer of GE Power Services and GE Aviation Services, as well as General Counsel and various business development roles at GE Aviation and GE Capital Aviation Services. Mr. McElhinney serves as Chair of the board of directors for Moeller Aerospace, AIM MRO and Columbia Helicopters. He previously served on the board of directors of Kellstrom Aerospace and Belcan. He holds a Law Degree from Trinity College, London. We believe Mr. McElhinney is qualified to serve on our Board because of his decades of experience and leadership in the aerospace industry.
Continuing Members of the Board Class I Directors (terms to expire at the 2028 annual meeting of stockholders)
Continuing Members of the Board Class I Directors (terms to expire at the 2028 annual meeting of stockholders) The current members of the Board who are Class I directors are as follows:
Continuing Members of the Board Class I Directors (terms to expire at the 2028 annual meeting of stockholders)
| Name | Age | Position with StandardAero | | Peter J. Clare | 61 | Director | | Russell Ford | 64 | Chief Executive Officer and Director | | Andrea Fischer Newman | 67 | Director |
Continuing Members of the Board Class I Directors (terms to expire at the 2028 annual meeting of stockholders)
The principal occupations and business experience, for at least the past five years, of each Class I director are as follows: Peter J. Clare served as Chief Investment Officer of Corporate Private Equity, Chairman of the Americas and Chair of the U.S. Buyout and Growth Investment committees of The Carlyle Group, a private equity firm, until his retirement in 2023. He previously served in various senior roles at Carlyle, including as the Co-Head of the U.S. Buyout and Growth team, Deputy Chief Investment Officer of Carlyle’s CPE segment, Global Head of the Aerospace, Defense & Government Services team and as a founding member of the Carlyle Asia team. Prior to joining Carlyle in 1992, Mr. Clare began his career with roles at First City Capital Corporation and the Merchant Banking Group of Prudential-Bache. Mr. Clare has previously served as a member of the board of directors of various companies, including The Carlyle Group, Booz Allen Hamilton (where he also served a member of the Compensation Committee and Nominating and Governance Committee), Sedgwick, Nouryon, Pharmaceutical Product Development (PPD), Signode Industrial, Wesco Aircraft and Aviall. Mr. Clare holds an M.B.A. from the Wharton School at the University of Pennsylvania and a Bachelor of Science in business administration from Georgetown University. We believe Mr. Clare is qualified to serve on our Board because of his corporate finance expertise and knowledge of the aerospace industry, as well as his extensive experience as a board member. Russell Ford was appointed Chief Executive Officer in October 2013. He also has served as a member of the Board since April 2019. Mr. Ford has over 30 years of experience working in the aerospace industry. Prior to joining the Company, he was at Precision Castparts Corporation as the President of Carlton Forge Works and Dickson Test Group. He also previously served as ClearEdge Power Inc.’s President and Chief Executive Officer, Prestolite Electric Inc.’s President and Chief Executive Officer, Holley Performance Products Inc.’s Chief Operations Officer, Lockheed Martin Corporation’s Senior Vice President of Operations, Allied Signal Corporation’s General Manager of the Industrial and Marine Engine Division and in various engineering and management positions at Bell Helicopter and AT&T. Mr. Ford holds an M.B.A. from Duke University’s Fuqua School of Business and a Bachelor of Science in mechanical engineering from the Georgia Institute of Technology. He is a certified Six Sigma Blackbelt and Shingjutzu Lean Expert. We believe Mr. Ford is qualified to serve as a member of our Board because of his decades of experience in the aerospace industry and his perspective as our Chief Executive Officer. Andrea Fischer Newman served as Senior Vice President, Government Affairs, for Delta Air Lines until her retirement in 2017. Prior to Delta Air Lines, Ms. Newman held various senior government affairs roles at Northwest Airlines from 1995 until its merger with Delta Air Lines in 2008. Across her 25 years in the airline industry, Ms. Newman led and advised on significant U.S. aviation public policy matters, including in the aftermath of the September 11th attacks, the passage of the FAA Modernization Act of 2012, and industry efforts to enforce Open Skies Agreements with foreign competitors. Ms. Newman currently serves as a member of the board of directors of Spirit Airlines, LAUNCH Technical Workforce Solutions, Sequitur Energy Resources and PrimeFlight Aviation Services, and previously served as a member of the board of directors of Borden Dairy Company. In addition, Ms. Newman served three terms as an elected Regent of the University of Michigan, from 1995 to 2019. Ms. Newman holds a Juris Doctor from The George Washington University and a Bachelor of Arts in history from the University of Michigan. We believe Ms. Newman is qualified to serve on our Board because of her extensive experience in the aviation industry and her expertise in government affairs, regulatory policy, and in advising on complex public policy and stakeholder matters.
Compensation Committee
| • | reviewing and approving matters (or making recommendations to the Board) involving executive and director compensation; |
Executive Compensation Objectives and Philosophy
| • | Provide reward opportunities consistent with our performance on both a short-term and long-term basis; and |
Executive Compensation Objectives and Philosophy
| • | Align the long-term interests of our NEOs with those of our stockholders. |
Executive Compensation Objectives and Philosophy
| • | Align reward to our business objectives and long-term value creation; and |
Executive Compensation Objectives and Philosophy
| What We Do | | What We Do Not Do | | ✓ | Emphasize performance-based, at risk compensation.X | Grant uncapped cash incentives or guaranteed equity compensation. | | ✓ | Emphasize the use of equity compensation to promote executive retention and reward long-term value creation.X | Provide significant perquisites. | | ✓ | Weight the overall pay mix towards incentive compensation for senior executives.X | Provide any compensation-related tax gross-ups. | | ✓ | Engage an independent compensation consultant to advise our Compensation Committee. | |
Determination of Executive Compensation
Determination of Executive Compensation Our executive compensation program is administered by the Compensation Committee, which performs its work in consultation with the Board. The compensation of the NEOs is approved annually by the Compensation Committee, in consultation with the Board. Our Chief Executive Officer typically provides annual recommendations to the Compensation Committee and discusses with the Compensation Committee the compensation and performance of our executive officers, other than himself. Our Chief Executive Officer bases his recommendations upon his review (formed both subjectively, and objectively against individually developed goals) of the performance of the executive officers, our overall performance against our applicable corporate goals (as described further below) and his assessment of the officer’s contributions to such performance, internal pay equity considerations, his assessment of the competitiveness of the market for each officer’s services and an annual self-evaluation performed by each NEO. The Compensation Committee evaluates any recommended compensation adjustments or awards to executive officers and ultimately determines executive compensation. In order to determine the Chief Executive Officer’s compensation, the Compensation Committee reviews the performance of the Chief Executive Officer and determines his compensation without his participation. As part of our Chief Executive Officer’s recommendations to the Compensation Committee, Mr. Ford took into account advice and data provided by Korn Ferry, which included an analysis of market data (based on public filings) for executive compensation of certain companies that were determined to be appropriate peers based on company size and industry (the “Reference Groups”). Our Reference Groups for 2025 included two peer groups, one of which was used to determine the design of our executive compensation program (the “Pay Design Peer Group”) and the other of which was used to determine the levels of pay for our executive compensation program (the “Pay Levels Peer Group”). The Pay Design Peer Group consisted of the following companies: RTX Corporation, the Boeing Company, Lockheed Martin Corporation, General Electric Company, Northrop Grumman Corporation, Honeywell International Inc., Howmet Aerospace Inc., HEICO Corporation, Woodward, Inc. and AAR Corp. The Pay Levels Peer Group consisted of the following companies: Textron Inc., Huntington Ingalls Industries, Inc., TransDigm Group Incorporated, Howmet Aerospace Inc., ATI Inc., V2X, Inc., HEICO Corporation, Moog Inc., Woodward, Inc., Leonardo DRS, Inc., Curtiss-Wright Corporation, BWX Technologies, Inc., AAR Corp., Hexcel Corporation, and RBC Bearings Incorporated. Mr. Ford reviewed our NEO compensation against these Reference Groups to consider whether our NEO compensation is competitive and sufficient to recruit and retain our NEOs. Our Reference Groups represented a cross-section of companies in the aerospace, defense and industrial industries, and reflected the types of companies with whom we compete for talent. Mr. Ford took into account business performance, individual performance and market data from Korn Ferry, along with internal equity, in making recommendations.
Elements of Compensation
| • | Annual Performance-Based Incentive Compensation. Annual performance bonuses promote short-term performance objectives and reward executives for their contributions toward achieving those objectives; and |
Cash Incentive Compensation
Cash Incentive Compensation We consider annual cash incentive bonuses to be an important component of our total compensation program which provides incentives necessary to retain executive officers. We maintain an Annual Incentive Plan (the “AIP”) pursuant to which each NEO is eligible to receive an annual performance-based cash bonus based on a specified target annual bonus award amount, expressed as a percentage of the NEO’s base salary. In fiscal year 2025, our NEOs participated in our AIP at the following target percentages of base salary:
Cash Incentive Compensation
| Name | Target Percentage (as % of Annual Base Salary) | | Russell Ford | 125% | | Daniel Satterfield | 80% | | Kimberly Ernzen | 80% | | Lewis Prebble | 75% | | Anthony Brancato | 75% | | Kimberly Ashmun | 75% |
Cash Incentive Compensation
For 2025, the performance metrics consisted of revenue (10% weighting), Management EBITDA (50% weighting) and operating cash flow (40% weighting). For 2025, our performance results, and the percentage of target bonus earned as a result, were as follows: we achieved $6,062.5 million of revenue, which was 97.5% of target (which resulted in a payout level of 90% of target for this element), $782.1 million of Management EBITDA, which was 95.5% of target (which resulted in a payout level of 90% of target for this element), and $493.8 million of operating cash flow, which was 95.3% of target (which resulted in a payout level of 90% of target for this element). Based on these achievement levels, each NEO earned a 2025 performance bonus of 90% of their target bonus amount. The NEOs’ 2025 performance bonuses under our AIP, which were deemed to be paid under our 2024 Incentive Award Plan (the “2024 Plan”), are set forth in the column titled “Non-Equity Incentive Plan Compensation” in the “2025 Summary Compensation Table” below. “Management EBITDA” is a non-GAAP financial measure that is calculated as (i) Adjusted EBITDA (the calculation of which is described in the section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), less (ii) the amount associated with business transformation costs (LEAP & CFM). The “operating cash flow” performance metric that is used for purposes of our AIP is a non-GAAP financial measure that is calculated as cash from operations less cash used for investing activities (the calculation of which is described in the section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), but does not include interest, taxes or certain items not recurring in the ordinary course of business and excluded from Adjusted EBITDA such as acquisition, integration and severance costs and refinancing fees.
Equity-Based Compensation
| Name | Annual Equity Award Opportunity as a Percentage of Base Salary | | Russell Ford | 500% | | Daniel Satterfield | 250% | | Kimberly Ernzen | 225% | | Lewis Prebble | 150% | | Anthony Brancato | 150% | | Kimberly Ashmun | 150% |
Equity-Based Compensation
The equity awards granted to our NEOs in 2025 consisted of (i) stock options with a grant date fair value that was equal to approximately 50% (or, for Mr. Ford, 60%) of the target equity award opportunity for 2025 and (ii) restricted stock units (“RSUs”) with a grant date fair value that was equal to approximately 50% (or, for Mr. Ford, 40%) of the target equity award opportunity for 2025. The awards of stock options each had an exercise price equal to the fair market value of a share of our common stock on the date of grant. The awards of stock options and RSUs each vest in three equal annual installments, subject to continued employment. Consistent with our status as a newly public company, the Compensation Committee initially emphasized time-vested equity awards, including stock options and restricted stock units, to support retention, provide clear line-of-sight to value, and align executives with stockholder interests during the early stages of operating in the public markets. This approach reflects a deliberate focus on stability and simplicity as the Company evolves its public company compensation framework. The Compensation Committee expects to continue evaluating the appropriate balance of time-vested and performance-based equity over time as the Company’s long-term planning processes and performance measurement capabilities continue to evolve. Refer to the Grants of Plan-Based Awards in Fiscal Year 2025 table below for additional information regarding the equity awards issued to our NEOs during 2025.
Severance and Change in Control Arrangements
Severance and Change in Control Arrangements We are party to employment and offer letter agreements with each of our NEOs, which provide for severance benefits and payments upon certain terminations without cause or resignations for good reason. Our Compensation Committee believes that these types of arrangements are necessary to attract and retain executive talent and are a customary component of executive compensation. In particular, such arrangements can mitigate a potential disincentive for our NEOs when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. The payments and benefits provided under our severance and change in control arrangements are designed to be competitive with market practices. Additionally, in connection with her separation of service with us, Ms. Ashmun entered into a transition agreement with us providing for her continued service as an employee through December 31, 2025 (the “Transition Agreement”). A description of these arrangements, as well as information on the estimated payments and benefits that our NEOs would have been eligible to receive as of December 31, 2025, are set forth in “—Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” below.
Equity Award Timing Policies and Practices
Equity Award Timing Policies and Practices . Our general practice is to not grant equity awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee and Board use their business judgment to determine the amount of an equity award and would consider any material nonpublic information that is known to it before granting an equity award. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee expects to grant such awards on a predetermined annual schedule. In fiscal year 2025, we did not grant stock options to our NEOs during the four business days prior to or the one business day following the filing of a periodic report or the filing or furnishing of a Form 8-K that discloses material nonpublic information.
“Golden Parachute” Payments
“Golden Parachute” Payments . Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a tax deduction on the amounts subject to this additional tax. While the Board and Compensation Committee may take the potential forfeiture of such tax deduction into account when making compensation decisions, it will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. We do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control.
Analysis of Risks Presented by our Compensation Policies and Programs
Analysis of Risks Presented by our Compensation Policies and Programs . The Compensation Committee has reviewed our compensation policies and practices to assess whether they encourage employees to take inappropriate risks. The Compensation Committee has reviewed and assessed our compensation philosophy, terms and practices, including the mix of fixed and variable, short- and long-term incentives and overall pay, incentive plan structures, and the checks and balances built into, and oversight of, each plan and practice. The Compensation Committee believes the mix and design of the elements of executive compensation do not encourage management to assume excessive risks; rather, it believes the mix of short-term compensation (in the form of salary and annual bonus, if any, which is based on a variety of performance factors) and long-term compensation (in the form of stock options or RSUs) prevents undue focus on short-term results and helps align the interests of our executive officers with the interests of our stockholders. Our insider trading policy and prohibition against hedging and pledging of our stock also protect against short-term decision making.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table contains information about the compensation earned by each of our NEOs during each of the fiscal years ended December 31, 2023, 2024 and 2025.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Russell Ford | 2025 | 1,009,154 | — | 1,920,014 | 2,880,002 | 1,147,500 | 834,952(3) | 7,791,622 | | Chief Executive Officer | 2024 | 967,385 | — | — | — | 1,368,000 | 55,064 | 2,390,449 | | | 2023 | 870,000 | — | — | — | 1,631,250 | 187,456 | 2,688,706 | | Daniel Satterfield | 2025 | 568,692 | 45,000(4) | 656,256 | 656,258 | 417,600 | 45,510(5) | 2,389,317 | | Chief Financial Officer | 2024 | 522,789 | — | — | — | 478,800 | 41,900 | 1,043,489 | | | 2023 | 490,385 | 190,000 | — | 2,033,360 | 600,000 | 40,630 | 3,354,375 | | Kimberly Ernzen | 2025 | 627,404 | — | 703,141 | 703,134 | 450,000 | 48,177(6) | 2,531,855 | | Chief Operating Officer | 2024 | 372,596 | 50,000 | | 7,333,464 | 570,000 | 13,846 | 8,339,906 | | Lewis Prebble | 2025 | 456,942 | 15,000(7) | 318,764 | 318,756 | 313,875 | 48,331(8) | 1,471,668 | | President of Engine Services – Commercial Division | 2024 | 422,019 | | 429,900 | | 363,375 | 41,770 | 1,257,064 | | | 2023 | 394,231 | 25,000 | | | 450,000 | 40,500 | 909,731 | | Anthony Brancato | 2025 | 440,558 | — | 315,024 | 315,010 | 300,375 | 43,113(9) | 1,414,079 | | President of Engine Services – Business Aviation | | | | | | | | | | Kimberly Ashmun(10) | 2025 | 464,202 | — | 315,024 | 315,010 | 300,375 | 264,082(11) | 1,658,692 | | Former President of Component Repair Services | 2024 | 418,231 | — | 2,149,500 | | 359,100 | 40,095 | 2,966,926 | | | 2023 | 400,000 | — | | 115,393 | 450,000 | 52,651 | 1,018,044 |
2025 Summary Compensation Table
| (1) Amounts reflect the grant date fair value of stock options and restricted stock units granted during the applicable fiscal year computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock option and restricted stock unit awards made to our NEOs in 2025 in Note 19 to the audited consolidated financial statements included in our Annual Report incorporated by reference herein. Please refer to the section entitled “Elements of Compensation — Equity-Based Compensation” for additional details regarding these awards. |
2025 Summary Compensation Table
| (2) Amounts for fiscal year 2025 represent payments earned by our NEOs under our 2025 AIP based upon the achievement of certain company performance objectives for fiscal year 2025. Please see the description of the annual bonus program under “— Cash Incentive Compensation” in the CD&A above. |
2025 Summary Compensation Table
| (3) Consists of an automobile allowance, 401(k) company matching contributions ($17,849), supplemental life insurance, a personal security detail ($773,738), LifeLock protection and spousal travel and entertainment. |
2025 Summary Compensation Table
| (4) Represents a discretionary bonus paid to Mr. Satterfield in recognition of his achievements in connection with various equity offerings. |
2025 Summary Compensation Table
| (5) Consists of an automobile allowance, 401(k) company matching contributions ($17,747), spousal travel and entertainment and a wellness premium credit. |
2025 Summary Compensation Table
| (6) Consists of an automobile allowance ($24,000), 401(k) company matching contributions ($19,129), spousal travel and entertainment and a wellness premium credit. |
2025 Summary Compensation Table
| (7) Represents a discretionary bonus paid to Mr. Prebble in recognition of his successful negotiation of certain long-term agreements. |
2025 Summary Compensation Table
| (8) Consists of an automobile allowance ($24,000), 401(k) company matching contributions ($18,555), spousal travel and entertainment and a wellness premium credit. |
2025 Summary Compensation Table
| (9) Consists of an automobile allowance ($24,000), 401(k) company matching contributions ($18,472), spousal entertainment and a wellness premium credit. |
2025 Summary Compensation Table
| (10) Effective as of September 22, 2025, Ms. Ashmun entered into the Transition Agreement pursuant to which she ceased serving as our President of Component Repair Services. Ms. Ashmun’s employment with us ended on December 31, 2025. |
2025 Summary Compensation Table
| (11) Consists of an automobile allowance ($24,000), 401(k) company matching contributions ($17,582), and severance payments made to Ms. Ashmun pursuant to the Transition Agreement ($222,500), which are described in further detail below. |
Grants of Plan-Based Awards in Fiscal Year 2025
Grants of Plan-Based Awards in Fiscal Year 2025 The following table provides supplemental information relating to grants of plan-based awards made during fiscal year 2025 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal year 2025.
Grants of Plan-Based Awards in Fiscal Year 2025
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Option Awards: Number of Securities Underlying Options (#)(2) | All Other Stock Awards: Number of Shares of Stock or Units(#)(2) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Approval Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | Russell Ford | | — | 1,147,500 | 1,275,000 | 2,550,000 | — | — | — | — | | | 3/11/2025 | 4/15/2025 | — | — | — | 248,276 | — | 25.62 | 2,880,002 | | | 3/11/2025 | 4/15/2025 | — | — | — | — | 74,942 | — | 1,920,014 | | Daniel Satterfield | | — | 417,600 | 464,000 | 928,000 | — | — | — | — | | | 3/10/2025 | 4/15/2025 | — | — | — | 56,574 | — | 25.62 | 656,258 | | | 3/10/2025 | 4/15/2025 | — | — | — | — | 25,615 | — | 656,256 | | Kimberly Ernzen | | — | 450,000 | 500,000 | 1,000,000 | — | — | — | — | | | 3/10/2025 | 4/15/2025 | — | — | — | 60,615 | — | 25.62 | 703,134 | | | 3/10/2025 | 4/15/2025 | — | — | — | — | 27,445 | — | 703,141 | | Lewis Prebble | | — | 313,875 | 348,750 | 697,500 | — | — | — | — | | | 3/10/2025 | 4/15/2025 | — | — | — | 27,479 | — | 25.62 | 318,756 | | | 3/10/2025 | 4/15/2025 | — | — | — | — | 12,442 | — | 318,764 | | Anthony Brancato | | — | 300,375 | 333,750 | 667,500 | — | — | — | — | | | 3/10/2025 | 4/15/2025 | — | — | — | 27,156 | — | 25.62 | 315,010 | | | 3/10/2025 | 4/15/2025 | — | — | — | — | 12,296 | — | 315,024 | | Kimberly Ashmun | | — | 300,375 | 333,750 | 667,500 | — | — | — | — | | | 3/10/2025 | 4/15/2025 | — | — | — | 27,156 | — | 25.62 | 315,010 | | | 3/10/2025 | 4/15/2025 | — | — | — | — | 12,296 | — | 315,024 |
Grants of Plan-Based Awards in Fiscal Year 2025
| (1) Amounts reflect potential payouts under our 2025 AIP. Please see the description of the annual bonus program under “—Cash Incentive Compensation” in the CD&A above and in the section below entitled “—Potential Payments Upon Termination or Change in Control.” |
Grants of Plan-Based Awards in Fiscal Year 2025
| (2) Amounts represent stock options and RSUs granted under the 2024 Plan. |
Grants of Plan-Based Awards in Fiscal Year 2025
| (3) Amounts reflect the grant date fair value in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate these values in Note 19 to the audited consolidated financial statements included in our Annual Report incorporated by reference herein. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2025. During 2025, no options were exercised and no stock awards became vested.
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| | | Option Awards | | | Stock Awards | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Russell Ford | 6/14/2019(1) | — | — | — | 1,965,650(2) | 56,374,842 | 218,406 | 6,263,884 | | | 4/15/2025(5) | — | — | — | 74,942 | 2,149,337 | — | — | | | 4/15/2025(5) | 248,276 | 25.62 | 4/15/2035 | — | — | — | — | | Daniel Satterfield | 3/27/2023(1) | — | — | — | 295,558(2) | 8,476,603 | 126,670 | 3,362,896 | | | 4/15/2025(5) | — | — | — | 25,615 | 734,638 | — | — | | | 4/15/2025(5) | 56,574 | 25.62 | 4/15/2035 | — | — | — | — | | Kimberly Ernzen | 5/31/2024(1) | — | — | — | 305,561(2) | 8,763,489 | — | — | | | 4/15/2025(5) | — | — | — | 27,445 | 787,123 | — | — | | | 4/15/2025(5) | 60,615 | 25.62 | 4/15/2035 | — | — | — | — | | Lewis Prebble | 3/25/2021(1) | — | — | — | 318,753(2) | 9,141,836 | 35,418 | 1,015,788 | | | 11/23/2024(2) | — | — | — | 15,000 | 430,200 | — | — | | | 4/15/2025(5) | — | — | — | 12,442 | 356,837 | — | — | | | 4/15/2025(5) | 27,479 | 25.62 | 4/15/2035 | — | — | — | — | | Anthony Brancato | 6/14/2019(1) | — | — | — | 265,627(2) | 7,618,182 | 29,515 | 846,490 | | | 9/15/2022(1) | — | — | — | 44,930(2) | 1,288,592 | 4,994 | 143,228 | | | 8/3/2023(1) | — | — | — | 2,930(2) | 84,032 | 1,257 | 36,051 | | | 4/15/2025(5) | — | — | — | 12,296(5) | 352,649 | — | — | | | 4/15/2025(5) | 27,156 | 25.62 | 4/15/2035 | — | — | — | — | | Kimberly Ashmun(6) | 9/15/2022(1) | — | — | — | 207,315(2) | 5,945,794 | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (1) Amounts shown in this table represent shares of restricted stock, which were received in connection with the IPO in respect of Class B Units in Dynasty Parent Holdings, L.P. (the “Partnership”) under the Dynasty Parent Holdings L.P. and StandardAero, Inc. 2019 Long-Term Incentive Plan that were originally granted to the holder, or RSUs. Dates shown under “Grant Date” represent the original grant date of the corresponding award of Class B Units, if applicable. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (2) Amounts are eligible to vest immediately prior to the date of a Liquidity Event (including any portion of the award that was subject to performance conditions that were satisfied as of December 31, 2025), subject to the holder’s continuous service through the date of the Liquidity Event. A “Liquidity Event” is generally defined to mean either (i) a sale for cash of the equity securities of the Partnership or its successor held, directly or indirectly, by all of the Partnership’s Principal Equityholders (which consist of Vencap Holdings (1992) Pte Ltd., Carlyle Partners VII and each of their affiliates to which equity securities are transferred) such that, immediately following such transaction, the total percentage capital interest of the equity securities in the Partnership or its successor held by the Principal Equityholders and their affiliates is, in the aggregate, less than 30% of the total percentage capital interests of the equity securities in the Partnership held as of April 4, 2019 (which was the original investment date of the Principal Equityholders in the Partnership) or (ii) the sale of all or substantially all of the assets of the Partnership or the Partnership and its subsidiaries taken as a whole to a third party. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (3) Amounts shown are calculated by multiplying $28.68 (which was the price of a share of our common stock at the close of trading on December 31, 2025) by the number of shares of common stock underlying the applicable award. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (4) The portion of the award of restricted shares shown in this column is eligible to vest immediately prior to the date of a Liquidity Event (subject to the holder’s continuous service through the date of the Liquidity Event) to the extent that certain annual Management EBITDA and cash flow targets are attained, provided that any restricted shares that fail to vest due to the failure to attain such targets shall remain eligible to vest upon the Liquidity Event if the Board determines that a multiple-of-invested-capital return of 2.5x has been attained as of the date of such Liquidity Event. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (5) Awards are scheduled to vest on each of the first three anniversaries of the grant date, subject to the holder’s continuous service through the vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (6) Pursuant to the Transition Agreement, (i) Ms. Ashmun forfeited all of her outstanding equity awards as of the date she terminated employment with us, other than 207,315 shares of restricted stock (the “Specified Portion”) subject to the restricted stock award granted to her on September 15, 2022 and (ii) the Specified Portion was amended so that it would remain outstanding and eligible to vest upon a Liquidity Event, as defined in the award agreement governing the Specified Portion. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Each of our current NEOs (other than Ms. Ashmun, who is no longer employed by the Company and whose Transition Agreement is described below) is party to an offer letter or employment agreement, the material terms of which are described below.
Estimated Potential Payments
Estimated Potential Payments The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment occurring on December 31, 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the NEO during his or her employment that are available to all salaried employees, such as accrued vacation. For Mr. Ford, the amount shown under “cash severance” also includes the payment of his 2025 annual bonus. Furthermore, as noted above, Ms. Ashmun’s employment with us ended on December 31, 2025, and she became entitled to the payments and benefits described above. The amount shown for her under “cash severance” includes payment of her 2025 annual bonus. As noted above, a change in control transaction would not result in the acceleration of outstanding equity awards unless it also constituted a Liquidity Event, and would not otherwise result in payments to our NEOs.
Estimated Potential Payments
| Name | Benefit | Termination Without Cause ($) | | Russell Ford | Cash Severance | 2,677,500 | | | Continued Health and Welfare Benefits | 48,719 | | | Total | 2,716,219 | | Daniel Satterfield | Cash Severance | 580,000 | | Kimberly Ernzen | Cash Severance | 312,500 | | Lewis Prebble | Cash Severance | 232,500 | | Anthony Brancato | Cash Severance | 333,750 | | Kimberly Ashmun | Cash Severance | 522,875 |
Pay Versus Performance
Pay Versus Performance The following table sets forth information concerning the compensation of our NEOs for the fiscal years ended December 31, 2025 and December 31, 2024, and our financial performance for such fiscal years:
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1)(2) | Total Shareholder Return ($) (3) | Peer Group Total Shareholder Return ($) (4) | Net Income ($) | Management EBITDA ($) (5) | | 2025 | 7,791,622 | 16,998,058 | 1,893,122 | 2,489,941 | 87.57 | 130.65 | 277,417,000 | 782,145,000 | | 2024 | 2,390,449 | 27,186,541 | 3,401,846 | 6,343,645 | 75.60 | 93.40 | 10,974,106 | 644,153,000 |
Pay Versus Performance
| (1) Amounts represent compensation actually paid to our principal executive officer (“PEO”) and the average compensation actually paid to our remaining NEOs for the fiscal year ended December 31, 2025, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for such fiscal year: |
Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2025 | Russell Ford | Daniel Satterfield, Kimberly Ernzen, Lewis Prebble, Anthony Brancato and Kimberly Ashmun | | 2024 | Russell Ford | Daniel Satterfield, Kimberly Ashmun, Kimberly Ernzen and Lewis Prebble |
Pay Versus Performance
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the fiscal year ended December 31, 2025, as adjusted as follows:
Pay Versus Performance
| | 2025 | | | Adjustments | PEO ($) | Average Non-PEO NEOs ($) | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (4,800,016) | (923,275) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 5,444,952 | 908,144 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 8,561,500 | 1,296,366 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | — | — | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | (684,416) | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | — | — | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | — | — | | Total Adjustments | $9,206,436 | $596,818 |
Pay Versus Performance
| (2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for restricted stock awards and restricted stock unit awards, the price per share on the applicable year-end date(s) (which was $24.76 and $28.68 as of December 31, 2024 and December 31, 2025, respectively), assuming that any performance-based vesting conditions are satisfied in full; and (ii) for stock options, the value of the stock option on the applicable year-end date as determined using a Black-Scholes pricing model to estimate the then-current fair value (assuming a remaining term of the options of 5.3 years, a dividend yield of 0%, a risk-free rate of 4.07% and expected volatility of 40%). For additional information on the assumptions used to calculate the valuation of the awards, see Note 19 to the audited consolidated financial statements included in our Annual Report incorporated by reference herein. |
Pay Versus Performance
| (3) Represents our cumulative total stockholder return (“TSR”) for the period commencing on October 2, 2024 (the date on which our common stock commenced trading on the New York Stock Exchange) until December 31, 2024 and December 31, 2025 (as applicable). |
Pay Versus Performance
| (4) Represents the cumulative TSR (the “Peer Group TSR”) of the S&P Aerospace & Defense Select Index for the period commencing on October 2, 2024 (the date on which our common stock commenced trading on the New York Stock Exchange) until December 31, 2024 and December 31, 2025 (as applicable). |
Pay Versus Performance
| (5) Management EBITDA is a non-GAAP measure. For additional details regarding how this measure is calculated from the nearest GAAP counterpart in the Company’s audited financial statements, please see the section titled “Cash Incentive Compensation” in the CD&A above. |
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2025:
Pay Versus Performance Tabular List
| • | Management EBITDA; |
Pay Versus Performance Tabular List
| • | Revenue; and |
Pay Versus Performance Tabular List
| • | Operating cash flow. |
Pay Versus Performance Tabular List
For additional details regarding our most important financial performance measures, please see the section titled “Cash Incentive Compensation” and “Equity-Based Compensation” in the CD&A above.
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our CEO’s annual total compensation to the annual total compensation of our other employees. The annual total compensation for 2025 for our CEO was $7,791,622, as reported in the Summary Compensation Table. The annual total compensation for 2025 for our median employee, identified as discussed below, was $70,411, calculated in accordance with the rules applicable to the Summary Compensation Table. Based on this information, for 2025, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees was approximately 111 to 1.
Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure
Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure We chose December 31, 2025 as the date for establishing the employee population used in identifying the median employee and used calendar year 2025 as the measurement period. We identified the median employee using the consistently applied compensation measure of annual base salary as of December 31, 2025 for each employee employed as of December 31, 2025 (other than our CEO). We annualized the compensation measure for permanent employees who joined in 2025. We captured all full-time, part-time, seasonal and temporary employees, consisting of 8,148 individuals. The annual total compensation of the median employee and the annual total compensation of the CEO were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because 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 employee populations and compensation practices, the pay ratio reported above should not be used as a basis for comparison between companies by other companies. In addition, we expect our annually reported pay ratio may vary significantly year-over-year, given our size and the potential variability in our employee compensation.
2025 Director Compensation
2025 Director Compensation The following table contains information concerning the compensation of our non-employee directors in fiscal year 2025.
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Douglas V. Brandely | — | — | — | | Peter J. Clare | 100,000 | 184,959 | 284,959 | | Ian Fujiyama | — | — | — | | Wendy M. Masiello | 100,000 | 184,959 | 284,959 | | Paul McElhinney | 140,000 | 184,959 | 324,959 | | Andrea Fischer Newman | 100,000 | 184,959 | 284,959 | | Stefan Weingartner | 100,000 | 184,959 | 284,959 | | Derek Kerr | 92,767(2) | 184,959 | 277,726 |
2025 Director Compensation
| (1) Amounts reflect the grant date fair value of restricted stock units granted during fiscal year 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of restricted stock unit awards made in 2025 in Note 19 to the audited consolidated financial statements included in our Annual Report incorporated by reference herein. |
2025 Director Compensation
| (2) Mr. Kerr’s cash fees are prorated to reflect his partial year of service on the board. |
2025 Director Compensation
The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and unvested stock awards held as of December 31, 2025 by each non-employee director.
2025 Director Compensation
| Name | Option Awards Outstanding at 2025 Fiscal Year End | Unvested Stock Awards Outstanding at 2025 Fiscal Year End | | Douglas V. Brandely | — | — | | Peter J. Clare | — | 6,011 | | Ian Fujiyama | — | — | | Wendy M. Masiello | — | 6,011 | | Paul McElhinney | — | 6,011 | | Andrea Fischer Newman | — | 11,914 | | Stefan Weingartner | 50,347 | 6,011 | | Derek Kerr | — | 6,011 |
2025 Director Compensation
We maintain a stockholder-approved compensation program for our non-employee directors under which each non-employee director receives the following amounts for their services on our Board:
2025 Director Compensation
| • | upon the director’s initial election or appointment to our Board, a number of restricted stock units determined by dividing (i) $175,000 (pro-rated based on the number of days that have elapsed since the most recent annual meeting) by (ii) the average closing sales price of one share of our common stock over the most recent 30 trading days as of and including the grant date (or the last preceding trading day if the date of grant is not a trading day) (the “Reference Price”); |
2025 Director Compensation
| • | on the date of each annual meeting of stockholders, if the director has served on our Board as of the date of an annual meeting of stockholders and will continue serving as a non-employee director immediately after the Company’s annual meeting of stockholders, a number of restricted stock units determined by dividing (i) $175,000 by (ii) the Reference Price, rounded down to the nearest whole share; |
2025 Director Compensation
| • | an annual cash retainer fee of $100,000; and |
2025 Director Compensation
| • | if the director serves as chair on a committee of our Board, an additional annual cash retainer fee as follows: |
2025 Director Compensation
| • | non-executive chair of our Board: $125,000 |
2025 Director Compensation
| • | lead independent director of our Board: $40,000 |
2025 Director Compensation
| • | chair of the Audit Committee: $25,000 |
2025 Director Compensation
| • | chair of the Compensation Committee: $20,000 |
2025 Director Compensation
| • | chair of the Nominating and Corporate Governance Committee: $15,000 |
2025 Director Compensation
Director fees under the program are earned on a quarterly basis based on a calendar quarter and paid in cash by the Company in arrears not later than the fifteenth day following the end of each calendar quarter; provided that the amount of each payment is prorated for any portion of a quarter that a director is not serving on our Board. Additionally, Mr. Brandely and Mr. Fujiyama are not eligible to participate in our non-employee director compensation program. The restricted stock units granted to directors vest in a single installment on the earlier of the day prior to the date of the next annual meeting of stockholders or the first anniversary of the date of grant, subject to continued service through such vesting date. In addition, all unvested restricted stock units vest in full upon the occurrence of a change in control of the Company, subject to continued service.
Indemnification of Directors and Officers; Directors’ and Officers’ Insurance
Indemnification of Directors and Officers; Directors’ and Officers’ Insurance We are party to an indemnification agreement with each of our executive officers and directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements. We also are authorized to purchase and maintain insurance on behalf of any person who is or was an officer or director of the Company in such person’s official capacity against any liability asserted against and incurred by such person in or arising from that capacity.