Not independent
Tenure on this board
5.5 yrs
7 nominees · 4 ballot items.
Elect seven directors; approve, on an advisory basis, named executive officer compensation (say-on-pay); approve redomestication from Delaware to Texas by conversion; and ratify Grant Thornton LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
Election of seven nominees (Nicolas Finazzo, Robert B. Nichols, Lt. General Judith Fedder, Andrew Levy, Thomas Mullins, Carol DiBattiste, Thomas Mitchell) to serve until the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation disclosed for the Company’s named executive officers for 2025, including the Compensation Discussion and Analysis and related tables. Management seeks this vote as an annual, consultative mechanism to obtain stockholder feedback on pay practices and to confirm that the mix of base salary, performance-based cash bonuses and equity awards (50% PSUs, 25% options, 25% time-based RSUs) aligns management incentives with long-term shareholder value. The Board emphasizes that most executive compensation is performance-based and at-risk, tied to adjusted EBITDA and multi-year equity performance periods, and notes prior high support (87.5% in 2025) as evidence of stockholder alignment. The Board will treat the advisory outcome as informative but non-binding, and it reserves discretion to adjust compensation design in response to stockholder feedback, business performance, and market practice. Key contextual considerations include the Company’s use of PSUs with cumulative three-year adjusted EBITDA targets and option grants to link pay to stock performance, as well as retention-focused RSUs. Potential investor concerns include the weight of CEO pay and the pace of equity dilution; management responds by highlighting retention needs, multi-year performance hurdles, caps on payouts, and independent compensation consultant review. For investors evaluating this item, the vote conveys whether shareholders support the current compensation philosophy, the balance of short- and long-term incentives, and whether compensation is creating appropriate alignment without encouraging excessive risk-taking. The Board recommends a FOR vote, citing alignment with performance, retention needs, and prior stockholder support as rationale.
Approve conversion of the Company from a Delaware corporation to a Texas corporation and adoption of the Texas Certificate of Formation and Texas Bylaws (Plan of Conversion).
This management proposal seeks shareholder approval to convert AerSale from a Delaware corporation into a Texas corporation and to adopt the Texas Certificate of Formation and Texas Bylaws through the Plan of Conversion. Management and the Board argue the conversion is intended to provide stockholders and the Company with a more statute-focused legal framework (the TBOC), the availability of the Texas Business Court to adjudicate corporate disputes, and recent Texas statutory amendments (including potential thresholds for derivative suits and clarified standards of conduct) that the Board believes will increase legal and regulatory predictability and reduce opportunistic litigation. The Board evaluated Delaware’s March 2025 DGCL amendments and concluded that Texas’s statutory approach and business court offer more comprehensive benefits for the Company’s governance and risk profile, while also noting potential franchise tax and cost considerations. The filing will not change economic rights, outstanding securities, headquarters, management, or day-to-day operations, and the Company expects no trading interruption on Nasdaq; however, certain stockholder rights and default rules will differ (for example, Texas allows the certificate/bylaws to set ownership thresholds for derivative suits and provides different default voting thresholds for certain fundamental transactions). The conversion carries risks: Texas case law and the Texas Business Court are nascent relative to Delaware’s extensive precedent; some stockholders may perceive Texas as less familiar or less protective in specific change-of-control contexts; and the transaction could prompt litigation challenging the redomestication. Appraisal rights will not be available for this conversion under the stated structure. The Board recommends FOR the redomestication, emphasizing legal predictability, potential cost savings (e.g., eliminating Delaware franchise tax), and reductions in opportunistic litigation risk as the principal drivers of its recommendation. Sophisticated investors should assess this proposal in light of the trade-off between Delaware’s deep body of case law and Texas’s newer statutory protections, the company-specific governance choices embedded in the proposed Texas Charter/Bylaws (including exclusive forum provisions and indemnification/advancement provisions), and the operational neutrality of the transaction (no change to business or securities).
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | M3F, Inc. | 8.4% | 3,983,632 | $25M |
| 2 | ACADIAN ASSET MANAGEMENT LLC | 3.7% | 1,763,195 | $11M |
| 3 | Private Capital Management, LLC | 3.4% | 1,624,432 | $10M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.0% | 1,431,372 | $9M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 2.8% | 1,332,456 | $8M |
| 6 | BlackRock, Inc. | 2.7% | 1,271,863 | $8M |
| 7 | PRIVATE MANAGEMENT GROUP INC | 2.4% | 1,131,136 | $7M |
| 8 | BlackRock, Inc. | 2.0% | 964,276 | $6M |
| 9 | EARNEST PARTNERS LLC | 1.6% | 750,305 | $5M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 733,797 | $5M |
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