Ftai Aviation Ltd

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class I directors—Joseph P. Adams, Jr., Judith A. Hannaway, and Martin Tuchman—to serve until the 2029 annual general meeting and until their successors are duly elected or appointed and qualified.

2. 2

   Advisory Vote on the Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (a 'say-on-pay' vote).

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion & Analysis, compensation tables and narrative. Management seeks shareholder ratification to validate its pay-for-performance framework, which for 2025 included base salaries, an annual incentive plan tied principally to Adjusted EBITDA and individual strategic goals, and long-term equity awards split between time‑based RSUs and performance share units (PSUs) tied to relative TSR and adjusted EPS. The Compensation Committee highlights that 2025 payouts reflected strong company performance (Adjusted EBITDA well above target), and that governance features such as clawbacks, stock ownership guidelines, no excise tax gross-ups, and annual say-on-pay votes align pay with shareholder interests. The Board recommends FOR on the basis that the program attracts and retains key executives while aligning pay with multi-year financial and TSR objectives. Because the vote is advisory, approval does not alter existing agreements but provides important feedback the Board will consider when setting future compensation. Key contextual considerations include a high prior-year shareholder approval (≈91% support in 2025), the Company’s transition to internal management (Internalization) and related one-time awards, and substantial realized and potential equity compensation tied to future performance periods. Risks include that the advisory vote is non-binding and that strong past payouts may prompt investor scrutiny of pay magnitude relative to long-term outcomes; the Compensation Committee states it monitors investor feedback and adjusts program design as appropriate. For sophisticated assessment, the proposal should be weighed against metrics (TSR, Adjusted EBITDA, EPS) used to determine PSUs, the demonstrated governance safeguards, and the Company’s recent compensation outcomes and one-time internalization-related awards.

3. 3

   Approval of Appointment of KPMG LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratification of the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

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When is the Ftai Aviation Ltd 2026 annual meeting?

Ftai Aviation Ltd (FTAI) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.

What is the record date for the Ftai Aviation Ltd 2026 meeting?

The record date for the Ftai Aviation Ltd 2026 meeting is Wednesday, April 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ftai Aviation Ltd's 2026 meeting?

The board is presenting 3 director nominees at the Ftai Aviation Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ftai Aviation Ltd 2026 meeting?

Shareholders will vote on 3 proposals at the Ftai Aviation Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.