FTAI Aviation Ltd. FTAI

Removed from 2025

• (1)Comprised of Net Loss Attributable to Shareholders of ($32.1) million adjusted for $300.0 million related to internalization fee and $8.5 million of non-recurring management and incentive fees.
• (3)Comprised of $2,325.8 million Aviation net leasing equipment, $551.2 inventory, $60.9 million financing receivables and $19.0 million of equity investments.
• (4)A CFM56 engine is comprised of three module components, numbers disclosed include 99 engine equivalents held as inventory in the balance sheet and 591 engines included in net leasing equipment and financing receivables.
• (5)$22 Billion estimated annual maintenance spend on the CFM56 and V2500 per Aviation Week.
• Aerospace Products generated $1 billion of revenue in 2024, which equates to approximately 5% market share.
• (6)Includes 200K square feet related to Rome facility.
• JV agreement signed but subject to certain customary closing conditions.
• The Compensation Discussion and Analysis that follows provides a description of our executive compensation program for 2024, including the portion of 2024 that preceded the internalization of our management function to operate as an internally managed company, which occurred on May 28, 2024 (the “Internalization” and such date, the “Internalization Date”).
• •Eun (Angela) Nam, Chief Financial Officer and Chief Accounting Officer
• Each of our named executive officers was employed by and compensated by our former manager prior to the Internalization Date.
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• Our Compensation Committee made all decisions regarding the compensation levels of our named executives officers relating to the portion of 2024 following the Internalization Date.
• For 2024, these decisions included the determination of base salaries for Mr. Adams and Ms. Nam at the Internalization, establishing Ms. Nam’s target annual cash bonus opportunity, granting equity awards, and determining earned incentives for 2024 performance.
• Because the Internalization occurred in the middle of 2024, there were no pre-established or formulaic performance goals for the fiscal year.
• Instead, earned incentives were based on a subjective assessment of Company performance and each named executive officer’s contribution to that performance.For 2025, the Compensation Committee worked with its independent compensation consultant to implement a more structured executive compensation program designed to support our business strategy and using a framework aligned with market and best practices.
• The 2025 annual incentive program for our named executive officers includes a range of earnings opportunity for each executive and corresponding financial and strategic performance goals and weightings.
• The 2025 long-term equity incentive program includes grants of service-vesting restricted stock units (RSUs) and performance-vesting stock units (PSUs) to support retention of key talent, align the interests of management with those of shareholders, and reward long-term performance achievements.
• Role of our Executive Officers in Executive Compensation For 2024, Mr. Adams made recommendations to the Compensation Committee regarding Ms. Nam’s compensation.
• As one of many inputs into their decisions on setting base salaries for 2024, setting target pay opportunities for 2025, and designing the incentive compensation programs for 2025 for our named executive officers, the Compensation Committee reviewed competitive data on the executive compensation practices of the following peer group of companies in similar industries and of similar size to us and with whom we compete for executive talent:
• Prior to the Internalization Date, our former manager was responsible for all executive compensation decisions.
• In connection with the Internalization, our named executive officers Mr. Adams and Ms. Nam became employees of the Company, and our Compensation Committee became responsible for determining their compensation.
• For the portion of 2024 following the Internalization Date, the Compensation Committee’s compensation decisions reflected the start of a process to redesign the executive compensation program to better support our financial and strategic objectives as an internally-managed company, and the Compensation Committee is continuing this process during 2025.
• Ms. Nam’s base salary in prior years, as determined by our former manager, was $200,000, the same as it has been reported since 2020, which is well below market practices.
• In connection with the Internalization, our Compensation Committee began to develop a pay structure better aligned with market practices, part of which was the establishment of base salaries for Mr. Adams and Ms. Nam at $975,000 and $525,000, respectively.
• These 2024 base salaries are intended to reflect the position, duties and responsibilities of each executive and were set slightly below the peer group medians for chief executive officers and chief financial officers at the peer companies.
• As of the filing of this proxy statement, the 2025 annual base salaries payable to our named executive officers remain unchanged from those established on the Internalization Date.
• For 2024, our named executive officers were each eligible to receive discretionary short-term incentive payments from the Company based on annual performance achievements.
• We consider these short-term incentive bonuses to be “at-risk” compensation.
• Prior to the Internalization, our named executive officers were not employees of the Company, and our former manager determined their compensation.
• The Compensation Committee became responsible for overseeing executive compensation in the middle of fiscal year 2024 at the time of Internalization, and it was not practical to establish performance measures and goals for the remainder of the fiscal year.
• Instead, in determining the short-term incentive awards earned by our named executive officers for 2024, our Compensation Committee considered many factors, particularly the Company and management team’s financial and strategic accomplishments in 2024 described above, in its decision-making process relating to the amount of the annual short-term incentive amounts.
• The Compensation Committee also considered the Internalization RSUs (described below) granted in May 2024 as well as the equity grants awarded in February 2025 as part of the earned annual incentive amounts for 2024 performance.
• Long-Term Incentive Awards.
• Our named executive officers are eligible to receive long-term equity incentive awards relating to our Ordinary Shares, which are intended to further align the interests of our named executive officers with those of our shareholders generally.
• As described below, these awards are subject to vesting terms, which include continued employment with the Company for specified periods of time, and in certain cases, the achievement of specified performance criteria.
• Internalization RSUs.
• On the Internalization Date, we granted Mr. Adams and Ms. Nam 58,498 and 6,224 time-based restricted share units (“RSUs”), respectively, in connection with the Internalization (the “Internalization RSUs”).
• The Internalization RSUs were granted to align the long-term interests of our named executive officers with the interests of our shareholders following the Internalization.
• If the executive’s employment is terminated by us without cause, by the executive for good reason, or as a result of the executive’s death or disability, the Internalization RSUs will fully vest on the date of such termination of employment.
• For purposes of the Internalization RSU award agreements with our named executive officers, good reason has the same meaning as set forth in each respective named executive officer’s offer letter (as described below).
• In November 2024, we granted a group of employees, including Mr. Adams and Ms. Nam performance-based restricted share units (“PSUs”) (the “Outperformance PSUs”) that are subject to both service-vesting and extremely rigorous performance-based vesting conditions.
• The Outperformance PSUs are one-time awards intended to create strong retention and engagement of the management team by rewarding achievement of meaningful outperformance over a multi-year period, which would create significant value for shareholders.
• In order to earn the maximum number of Outperformance PSUs, approximately $16.9 billion in value must be created for shareholders.
• The number of Ordinary Shares eligible to be earned with respect to the Outperformance PSUs will be determined based on the annualized total shareholder return (“Annualized TSR (CAGR)”) of our Ordinary Shares during the three-year performance period between November 5, 2024 and November 5, 2027, in accordance with the following schedule:
• Performance Level Annualized TSR(CAGR) Value Created forShareholders ($B) Payout(% of Target) Tier 1 (Max) ≥ 30% ≥ $16.7B 400% Tier 2 25% $13.3B 200% Tier 3 20% $10.2B 100% Tier 4 (Threshold) 15% $7.3B 40% Below Threshold < 15% < $7.3B 0%
• If the executive’s employment is terminated by us without cause or by the executive for good reason, (i) on or before the end of the performance period, then the Outperformance PSUs will remain outstanding and one-third of any earned Outperformance PSUs will immediately vest on November 5, 2027, or (ii) after the end of the performance period, then the next tranche of any earned Outperformance PSUs which would have vested on the next vesting date will immediately vest.
• In connection with a change in control that occurs on or before the end of the performance period, the performance period will end as of the date of the change in control and the number of Ordinary Shares eligible to be earned during the shortened performance period will be determined based on the Annualized TSR (CAGR) achieved by the Company during the shortened performance period, with the number of Outperformance PSUs earned vesting in three equal installments on each of the change in control date and on the first two anniversaries of the change in control date, subject to the executive’s continued employment through each vesting date.
• However, if the change in control occurs after the end of the performance period, then any earned Outperformance PSUs will continue to vest in accordance with the original vesting schedule.
• If the surviving or successor entity of the Company after the change in control assumes, converts, substitutes or replaces the earned Outperformance PSUs but terminates the employment of the executive without cause or the executive resigns for good reason within twelve months of the change in control date, then all of the earned Ordinary Shares will fully vest as of the date of the executive’s termination of employment.
• If the executive’s employment is terminated as a result of death or disability, (i) that occurs on or before the end of the performance period, then the Outperformance PSUs will remain outstanding and the full amount of any earned Outperformance PSUs will immediately vest on November 5, 2027, or (ii) that occurs after the end of the performance period, then any earned Outperformance PSUs will fully vest on the date of the executive’s termination of employment.
• For purposes of the Outperformance PSU award agreements with our named executive officers, good reason generally means the occurrence of any of the following events without the named executive officer’s consent: (i) a material diminution in title, status, duties, responsibilities or authority or (ii) a requirement that the named executive officer work primarily from an office or geographic location that is beyond a fifty (50) mile radius from the office or geographic location at which the named executive officer primarily works as of the grant date (provided that such requirement results in an increase in the named executive officer’s commute).
• Changes for 2025
• The Compensation Committee developed a more structured compensation program for 2025.
• •Base Salaries.
• For the named executive officers, annual base salaries were unchanged from 2024 levels at $975,000 for Mr. Adams and $525,000 for Ms. Nam.
• •Annual Incentives.
• The Compensation Committee determined target bonus opportunities at $1,170,000 for Mr. Adams and $525,000 for Ms. Nam.
• Actual bonuses may range from 0 to 200% of these target amounts based on performance versus pre-established Adjusted EBITDA goals (weighted 75%) and individual performance (weighted 25%).
• •Long-Term Equity Incentives.
• The size of the March 2025 grant was based in part on the Compensation Committee’s assessment of performance in 2024.
• In accordance with SEC disclosure rules, these equity awards granted in early 2025 will not be reported in the “Stock Awards” column of the Summary Compensation Table for 2024 or the Grants of Plan Based Awards in 2024 table, but will instead be included in the “Stock Awards” column of the “Summary Compensation Table for 2025” and the “Grants of Plan Based Awards in 2025” table.
• We also provide company-paid life insurance premiums to our named executive officers.
• Offer Letters with our Named Executive Officers
• Joseph P.
• similarly situated employees.
• Say-on-Pay and Say-on-Frequency Advisory Votes In connection with this Proxy Statement, we are soliciting an advisory say-on-pay vote as well as an advisory vote relating to the frequency our future say-on-pay votes, which is commonly referred to as a “say-on-frequency” vote.
• As noted above, prior to the Internalization, each of our named executive officers was employed by and compensated by our former manager, which served as our external manager prior to the Internalization Date.
• As a result, since the Company did not make any compensation determinations with respect to our named executive officers prior to the Internalization Date, we did not historically include a say-on-pay vote or a say-on-frequency vote in our prior proxy statements.
• Since the named executive officers each became employed by the Company as of the Internalization Date and our Compensation Committee began making all compensation decisions with respect to the named executive officers for the period commencing on the Internalization Date, we are soliciting an advisory say-on-pay vote and an advisory say-on-frequency vote in this Proxy Statement.
• Please refer to “Proposal No. 2” and “Proposal No. 3” below for more information.
• AdamsChief Executive Officer and Chairman of the Board 2024 $975,000 $1,950,000 $23,714,756 $15,386(2) $26,655,142 Eun (Angela) NamChief Financial Officer and Chief Accounting Officer 2024 $525,000 $1,000,000 $3,413,462 $11,514(3) $4,949,976 2023 $200,000 $1,250,000 — $10,310 $1,460,310 2022 $200,000 $900,000 — $9,560 $1,109,560
• (1)The amounts shown reflect the grant date fair value of our one-time long-term incentive awards made during 2024 as determined pursuant to FASB ASC Topic 718, including (i) $$4,951,856 and $526,862 for Mr. Adams and Ms. Nam, respectively, in respect to the Internalization RSUs and (ii) $18,762,900 and $2,886,600 for Mr. Adams and Ms. Nam, respectively, in respect to the Outperformance PSUs.
• (2)This amount consists of (i) $12,789 of 401(k) matching contributions and (ii) $2,597 of life insurance premiums.
• (3)This amount consists of (i) $10,350 of 401(k) matching contributions and (ii) $1,164 of life insurance premiums.
• Prior to the Internalization, from time to time we granted options relating to Ordinary Shares or other equity interests in the Company to an affiliate of our former manager, who in turn was permitted to assign a portion of the options to its employees, including our named executive officers.
• Any such option awards assigned to employees of our former manager (“Tandem Options”) correspond on a one-to-one basis with the options granted to our former manager, such that exercise by an employee of the Tandem Option would result in the corresponding option held by our former manager being cancelled.
• Tandem Options granted by our former manager prior to the Internalization reflect decisions by our former manager and are not shown in the following table.
• Adams, Jr. 5/28/24 — — — 58,498 $4,951,856 11/4/24 39,000 97,500 390,000 — $18,762,900Eun (Angela) Nam 5/28/24 — — — 6,224 $526,862 11/4/24 6,000 15,000 60,000 — $2,886,600
• (1)Awards represent Outperformance PSUs that are subject to both time- and performance-based vesting conditions.
• Adams, Jr. — 12,448 $25.44 3/15/2033 58,498 $8,426,052 39,000 $5,617,560 Eun (Angela) Nam 6,224 $896,505 6,000 $864,240