Aar Corp

This advisory (non-binding) proposal asks stockholders to approve AAR’s Fiscal Year 2026 executive compensation as disclosed in the proxy statement, including the CD&A and compensation tables. Management seeks this annual say-on-pay vote to obtain stockholder feedback and affirm alignment between pay and performance. The Company’s FY2026 compensation structure emphasized performance-based and at-risk pay: annual cash bonuses tied primarily to adjusted diluted earnings per share (80%) and adjusted net working capital turns (20%), and a long‑term equity mix of performance-based restricted stock (60%), time‑based restricted stock (20%) and stock options (20%). Management adjusted targets and retained discretion to exclude unusual or one-time items when appropriate, and made certain supplemental and new-hire awards tied to retention and transition of the finance organization. The Board’s recommendation for a FOR vote rests on strong FY2026 financial results (record adjusted diluted EPS), a review by the Human Capital and Compensation Committee and an independent compensation consultant, and on ongoing stockholder engagement where no significant opposition to the program was reported. The proposal is non-binding but serves as a governance signal; a FOR vote indicates stockholder support for the pay framework and specific FY2026 outcomes, while a negative vote would prompt the Committee to consider changes. Given the Committee’s use of rigorous performance metrics, multi-year vesting and stock ownership guidelines — and its conclusion that the program did not encourage excessive risk-taking — management argues the program appropriately aligns executive incentives with long‑term stockholder value creation. The Board notes that it will consider the vote results and stockholder feedback in future compensation design decisions.

This management proposal seeks shareholder approval of the AAR CORP. 2026 Stock Plan, which would supersede the 2013 Plan and add up to 2,943,000 new shares plus any remaining 2013 Plan shares rolled into the new plan. Management is seeking authority to continue granting stock options, restricted stock, stock units, SARs and other equity- or cash‑based awards to employees, non‑employee directors and service providers as a central part of compensation and retention strategy. The Board frames the requested share reserve as calibrated to recent burn rates and intended to fund roughly four years of typical grants, while acknowledging that actual longevity depends on future grant practices, hiring, acquisitions, and stock price. Governance features highlighted by management include non-liberal share recycling rules, a minimum one-year vesting requirement (with limited exceptions), prohibition on repricing without shareholder approval, a $750,000 annual cap on non-employee director compensation, and discretionary Committee authority over adjustments in connection with corporate events. Management argues that approving the plan avoids materially increasing cash compensation (which could reduce alignment with stockholders and use company cash) and that equity awards align employee incentives with long‑term shareholder value. The Committee and Board also considered dilution metrics (fully-diluted overhang and projected burn rate) and consulted an independent compensation advisor in sizing the request. The proposal is presented with full disclosure of potential dilutive impact, plan mechanics and the actual plan text (Appendix C) so stockholders can evaluate the tradeoff between talent incentives and dilution. The Board unanimously recommends a FOR vote, concluding that the plan’s design and requested share reserve are reasonable and in the best interest of the company and its shareholders.