AerSale Corp PRE 14A, filed Apr 16, 2026

AerSale Corp (ASLE)

PRE 14A 2026-04-16 For: 2026-06-11

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Added on October 21, 2026


ISSUE	DELAWARE CHARTER	TEXAS CHARTER
Shareholder Voting Threshold for Fundamental Business Transactions	Under the DGCL, certain matters subject to a stockholder vote, including certain business transactions including, without limitation, mergers, conversions, sales of all or substantially all of the assets, require a default vote of the holders of a majority of the outstanding shares entitled to vote thereon, unless the charter specifies a higher voting threshold. The Delaware Charter does not include a higher voting threshold so the default voting standard for such business transactions applies.	Under the TBOC, certain fundamental actions (or “fundamental business transactions”) including (i) an amendment to the certificate of formation, (ii) a voluntary wind up of the corporation, (iii) a revocation of a voluntary decision to wind up the corporation, (iv) a cancellation of an event requiring winding up of the corporation, (v) a reinstatement, (vi) a merger, and (vii) a sale of all or substantially all of the assets of the corporation, generally require the affirmative vote of at least two-thirds of the outstanding shares entitled to vote on the fundamental action, unless the certificate of formation provides that the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote on that matter is required for shareholder action on that matter. The Texas Charter provides that the Texas Corporation’s taking of any actions, including any “fundamental business transactions” (as defined in the TBOC) may be approved by the affirmative vote of a majority of the votes cast by the holders of shares of the Texas Corporation entitled to vote thereon.
Bylaw Amendments	The Delaware Charter provides that the Delaware Bylaws may be amended by (i) the affirmative vote of a majority of the total number of directors present at a regular or special meeting of the Board at which there is a quorum or by unanimous written consent, or (ii) the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of the capital stock of the Delaware Corporation entitled to vote generally in the election of directors, voting together as a single class.	The Texas Charter provides that the Board may alter, amend or repeal the Texas Bylaws, or adopt new bylaws. The Texas Charter further provides that, unless applicable law, the Texas Charter or the Texas Bylaws otherwise permit a lesser vote, the affirmative vote of a majority of the voting power of the outstanding capital stock of the Texas Corporation entitled to vote thereon, voting together as a single class, shall be required to amend the Texas Bylaws.


ISSUE	DELAWARE CHARTER	TEXAS CHARTER
No Cumulative Voting	Under Delaware law, cumulative voting for directors entitles each stockholder to cast a number of votes that is equal to the number of voting shares held by such stockholder, multiplied by the number of directors to be elected, and to cast all such votes for one nominee or distribute such votes among up to as many candidates as there are positions to be filled. Although the DGCL does not generally grant stockholders cumulative voting rights, a Delaware corporation may provide in its certificate of incorporation for cumulative voting in the election of directors. The Delaware Charter does not permit cumulative voting in the election of directors.	Under the TBOC, shareholders have the right to cumulative voting if the certificate of formation elects to provide for cumulative voting. The Texas Charter does not permit cumulative voting by shareholders in the election of directors.
Board of Directors Vacancies	The Delaware Charter provides that vacancies on the Board can only be filled by vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders).	The TBOC provides that a vacancy occurring in the board of directors may be filled by (i) election at an annual or special meeting of shareholders called for that purpose or (ii) by the affirmative vote of the majority of the remaining directors, even if the remaining directors constitute less than a quorum of the board of directors. Additionally, the TBOC prevents a board of directors from filling more than two vacancies caused by an increase in the size of the board of directors between any two annual meetings of shareholders, and any directors appointed or elected by the board of directors or shareholders to fill a vacancy can only serve until the next annual meeting of the shareholders (or special meeting called to elect directors). The Texas Charter provides that, subject to the rights of holders of any series of preferred stock with respect to director elections and except as otherwise provided in the TBOC, director vacancies may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if the remaining directors constitute less than a quorum, or by a sole remaining director (and not by stockholders). A person so elected to fill a vacancy or newly created directorship shall hold office until the next annual meeting of shareholders and until his or her successor shall be duly elected and qualified.
Action by Written Consent of Shareholders	Under the DGCL, unless otherwise provided in the certificate of incorporation, stockholders may act without a meeting, without prior notice and without a vote, with the written consent of the stockholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Delaware	Under the TBOC, shareholders may act by written consent in in lieu of a meeting, and the Texas Charter provides for shareholder action by written consent in lieu of a meeting without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed by holders having at least the minimum number of votes that would be necessary to take the action that is the subject of the consent at a meeting in


ISSUE	DELAWARE CHARTER	TEXAS CHARTER
	Charter does not provide otherwise and therefore follows Delaware law.	which each holder entitled to vote thereon is present and votes.
Calling of Special Shareholder Meetings	The DGCL provides that special meetings of stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws. The DGCL does not provide for a specific statutory maximum (or minimum) percentage. The Delaware Charter provides that special meetings of stockholders may be called by the Secretary pursuant to a written request delivered to the Secretary by (a) the chairman of the Board, (b) the president, (c) the Board, or (d) subject to the provisions of the Delaware Bylaws, the holders of record of at least 25% of the voting power of all outstanding shares of common stock entitled to vote at such meeting.	Under the TBOC, the president of a corporation is required to have the right to call a shareholder meeting as are shareholders holding a specified percentage of the shares entitled to vote at such meeting specified in the certificate of formation, not to exceed 50% of the shares entitled to vote or, if no percentage is specified, at least 10% of all of the shares entitled to vote at the proposed special meeting. The Texas Charter provides that special shareholder meetings may be called by the Board, the chairperson of the Board, the chief executive officer, the president, or by shareholders holding 50% of the shares entitled to vote on the proposed action of such meeting.
Indemnification	The Delaware Charter authorizes indemnification of directors and officers to the fullest extent permitted by Delaware law as it exists or may be amended from time to time. See “Comparison of Stockholder Rights under Delaware and Texas Law” below.	The Texas Charter authorizes the indemnification of directors and officers to the fullest extent permitted by Texas law as it exists or may be amended from time to time. See “Comparison of Stockholder Rights under Delaware and Texas Law” below.
Preferred Stock	The Delaware Charter authorizes blank-check preferred stock with the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any series of preferred stock to be fixed by a resolution of the Board of the Delaware Corporation.	The Texas Charter authorizes blank-check preferred stock with the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any series of preferred stock to be fixed by a resolution of the Board of the Texas Corporation.
Business Combinations with Interested Stockholders	The Delaware Charter has expressly elected not to be governed by Section 203 of the DGCL.	The Texas Charter expressly elects not to be governed by Section 21.606 of the TBOC.

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☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12


☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


	Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD THURSDAY, JUNE 11, 2026	i
FORWARD-LOOKING STATEMENTS	iii
PROXY STATEMENT	1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS	4
PROPOSALS TO BE VOTED ON	8
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	64
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS	65
CURRENT EXECUTIVE OFFICERS	66
CORPORATE GOVERNANCE	67
environmeNTAL, SOCIAL AND GOVERNANCE	72
COMMITTEES OF THE BOARD	77
EXECUTIVE AND DIRECTOR COMPENSATION	80
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	101
Equity Compensation Plan Information	103
Delinquent Section 16(a) Reports	101
Certain Relationships and Related Person Transactions	105
STOCKHOLDER PROPOSALS	103
OTHER MATTERS	104
SOLICITATION OF PROXIES	105
AERSALE’S ANNUAL REPORT ON FORM 10-K	106
ANNEX A TEXAS REDOMESTICATION RESOLUTIONS	A-1
ANNEX B PLAN OF CONVERSION	B-1
ANNEX C TEXAS CHARTER	C-1
ANNEX D TEXAS BYLAWS	D-1

Proposal 1:		To elect each of the seven nominees named in the accompanying proxy statement to our Board of Directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;
Proposal 2:		To approve, on an advisory basis, compensation of our named executive officers;
Proposal 3:		To approve the redomestication of the Company from Delaware to Texas, by conversion; and
Proposal 4:		To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Proposal		Votes required		Effect of Abstentions and Broker Non-Votes
Proposal 1: Election of Directors		The majority of the votes cast. This means that the number of votes cast “FOR” a director’s election must exceed the number of votes cast “AGAINST” that director’s election.		Abstentions and broker non-votes will have no effect on this proposal.
Proposal 2: Approval, on an advisory basis, of our named executive officer compensation (“say-on-pay”)		The affirmative vote of a majority of the outstanding shares present online or by proxy at the Annual Meeting and entitled to vote.		Abstentions will have the same effect as a vote against this proposal. Broker non-votes will have no effect on this proposal.
Proposal 3: Approval of the redomestication of the Company from Delaware to Texas, by conversion		The affirmative vote of a majority of the outstanding shares of common stock of the Company entitled to vote.		Abstentions and broker non-votes will have the same effect as a vote against this proposal.
Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026		The affirmative vote of a majority of the outstanding shares present online or by proxy at the Annual Meeting and entitled to vote.		Abstentions will have the same effect as a vote against this proposal. We do not expect any broker non-votes on this proposal.


Name		Age		Position with AerSale
Nicolas Finazzo		69		Chairman, Chief Executive Officer, and Director
Robert B. Nichols		69		Director
Lt. General Judith Fedder		68		Director
Andrew Levy		56		Director
Thomas Mullins		61		Director
Carol DiBattiste		74		Director
Thomas Mitchell		55		Director

Plan		Performance goals or vesting criteria
FY25 short-term incentive plan – cash bonuses		Adjusted EBITDA, strategic objectives
FY25 long-term incentive plan – time-based restricted stock units		Aligned with stockholder value creation with pro rata three-year vesting period.
FY25 long-term incentive plan – performance-based restricted stock units		Adjusted EBITDA from operations over a cumulative three-year operating period.
FY25 long-term incentive plan – stock options		Stock price appreciation with pro rata three-year vesting period.


	●	The Company will continue in existence as a Texas corporation and will continue to operate our business under the current name, “AerSale Corporation”.
	●	The affairs of and your rights as a stockholder of the Company will cease to be governed by Delaware law at the time the Plan of Conversion is effective and will become subject to Texas law. See “Comparison of Stockholder Rights under Delaware and Texas Law” below.
	●	The Company will cease to be governed by the Delaware Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AerSale Corporation, dated December 22, 2020, and further amended by the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AerSale Corporation, dated June 17, 2021, which have been filed as Exhibits 3.1, 3.2 and 3.3, respectively, to the 2025 Annual Report (as amended, the “Delaware Charter”), and the Delaware Amended and Restated Bylaws, as amended by Amendment No. 1 to the Amended and Restated Bylaws of AerSale Corporation, dated December 22, 2020, which have been filed as Exhibits 3.4 and 3.5, respectively, to the 2025 Annual Report (as amended, the “Delaware Bylaws”), and will instead be governed by the provisions of the proposed Texas Certificate of Formation (the “Texas Charter”) and the proposed Texas Bylaws (the “Texas Bylaws”), forms of which are included as Annex C and Annex D, respectively, to this proxy statement. See “Certain Differences Between Texas Bylaws and Delaware Bylaws” below.
	●	The Texas Redomestication will not result in any change in headquarters, business, jobs, management, number of employees, obligations, assets, liabilities or net worth (other than as a result of the transaction costs related to the Texas Redomestication and the cost of corporate franchise taxes).
	●	Each outstanding share of our common stock, par value $0.0001 per share (“Delaware Corporation Common Stock”), will automatically become one outstanding share of common stock, par value $0.0001 per share, of the Texas Corporation (“Texas Corporation Common Stock”) pursuant to the Plan of Conversion.
	●	Stockholders will not need to exchange their existing stock certificates for new stock certificates.

	●	Each outstanding restricted stock unit, option or right to acquire shares of Delaware Corporation Common Stock will continue in existence and automatically become a restricted stock unit, option or right to acquire an equal number of shares of the Texas Corporation Common Stock under the same terms and conditions.
	●	Stockholders will not have appraisal or dissenters’ rights in connection with the Texas Redomestication.
	●	Our common stock will continue to be traded on The Nasdaq Capital Market as the Texas Corporation Common Stock under the symbol “ASLE”. We do not expect any interruption in the trading of our common stock as a result of the Texas Redomestication.


ISSUE	DELAWARE BYLAWS	TEXAS BYLAWS
Shareholder Voting Threshold	The Delaware Bylaws provide that all matters presented to the stockholders, except where other provision is made by law, the Delaware Charter and the Delaware Bylaws, are to be decided by the vote of a majority of the outstanding shares of stock of the Delaware Corporation present in person or by proxy at such meeting and entitled to vote thereon.	The Texas Bylaws provide that, except as otherwise required by law, the Texas Charter or the Texas Bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at a shareholders’ meeting that are entitled to vote on the subject matter shall be the act of the shareholders.


Issue	Delaware	Texas
	series of stockholders are entitled, as such a class or series, to elect separate directors, in calculating the sufficiency of votes for removal without cause of such a director, only the votes of the holders of such a class or series are considered.	classes or series of shareholders are entitled, as such a class or series, to elect separate directors, in calculating the sufficiency of votes for removal of such a director, only the votes of the holders of such a class or series are considered.
Action by Written Consent of Directors	Under the DGCL, unless otherwise restricted by the certificate of incorporation or bylaws, the board of directors of a Delaware corporation may act without a meeting if all of the directors consent in writing.	The TBOC provides that, unless the certificate of formation or bylaws provide otherwise, any action required or permitted to be taken at a meeting of the board or a committee of the board may be taken without a meeting if all members of the board or committee, as the case may be, consent to the action in writing.
Action by Written Consent of Stockholders	Under the DGCL, unless otherwise provided in the certificate of incorporation, stockholders may act without a meeting, without prior notice and without a vote, with the written consent of the stockholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. If less than unanimous written consent is given, the corporation must give prompt notice of the action taken to the non-consenting stockholders. The DGCL provides that the certificate of incorporation may eliminate stockholders ability to act by written consent.	Under the TBOC, any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if (1) all holders of outstanding shares of stock, or (2) if authorized in the certificate of formation, the holders of outstanding shares of stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of shareholders, consent to the action in writing. The TBOC requires a corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those shareholders who did not consent in writing. The TBOC requires that shareholders have the right to act by unanimous written consent. The Texas Charter and the Texas Bylaws do not modify this right.
Special Meetings of the Stockholders	Under the DGCL, the board of directors, or any other one or more persons authorized in the certificate of incorporation or bylaws, may call a special meeting. Stockholders do not have a statutory right to call a special meeting, but the certificate of incorporation or bylaws for the corporation may provide for such right.	The TBOC permits special meetings of shareholders to be called by the president, the board of directors or any other person authorized to call special meetings by the certificate of formation or by-laws of the corporation. In addition, the holders of the percentage of shares specified in the certificate of formation, not to exceed 50% of the shares entitled to vote or, if no percentage is specified, at least 10% of all of the shares of the corporation entitled to vote at the proposed special meeting may call a special meeting of shareholders. Under the TBOC, a corporation cannot prohibit its shareholders from calling a special meeting of shareholders.


Fee Category	2025			2024
Audit Fees	$	1,091,429		$	1,432,080
Audit-Related Fees		—			—
Tax Fees	$	37,947		$	30,165
All Other Fees		—			—
Total Fees	$	1,129,376		$	1,462,245


						Nominating and
Name		Audit		Compensation		Corporate Governance		Investment⁽¹⁾
Nicolas Finazzo								X
Andrew Levy⁽²⁾		X				X		X
Lt. General Judith Fedder⁽³⁾		X		Chair
Thomas Mullins⁽⁴⁾		Chair		X
Carol DiBattiste⁽⁵⁾		X		X		Chair
Thomas Mitchell⁽⁶⁾						X


					Target Cash Bonus
					Opportunity			Target Equity
Name		Base Salary			($ Value)			($)
Nicolas Finazzo - Chairman and
Chief Executive Officer		$	1,000,000		$	—		$	6,000,000
Gary Jones - Chief Operating Officer and
Head of Material Sales		$	500,000		$	300,000		$	750,000
Martin Garmendia, Chief Financial Officer
and Treasurer		$	450,000		$	270,000		$	675,000
Craig Wright - SVP, Head of
Asset Management		$	400,000		$	200,000		$	400,000
Ben Tschirhart - SVP, Head of
Engineered Solutions		$	350,000		$	175,000		$	350,000


		Target Bonus Amount, as a			2025 non-equity cash incentive
			dollar amount of			paid for 2025 as a dollar
		base salary and a			amount and as a percentage
Name		percentage of base salary⁽¹⁾			of the Target Bonus Amount
Gary Jones		$	300,000/60	%	$	240,000/80	%
Martin Garmendia		$	270,000/60	%	$	67,500/25	%
Craig Wright		$	200,000/50	%	$	160,000/80	%
Ben Tschirhart		$	175,000/50	%	$	43,750/25	%


Name		RSUs⁽¹⁾		Options⁽²⁾		PSUs⁽³⁾
Nicolas Finazzo		243,506		513,949		487,012
Gary Jones		31,725		64,376		63,451
Martin Garmendia		28,553		57,938		57,106
Craig Wright		16,920		34,333		33,840
Ben Tschirhart		14,805		30,042		29,610


									All other
								All other	option
								stock awards:	awards:	Exercise or	Grant date
								Number of	Number of	base	fair value of
		Estimated Future Payouts Under Non-Equity			Estimated Future Payouts Under			shares of	securities	price of	stock and
		Incentive Plan Awards			Equity Incentive Plan Awards			stock or	underlying	option	option
		Threshold⁽¹⁾	Target⁽¹⁾	Maximum⁽¹⁾	Threshold	Target⁽²⁾	Maximum⁽³⁾	units⁽⁴⁾	options⁽⁵⁾	awards⁽⁶⁾	awards⁽⁷⁾
Name	Grant date	($)	($)	($)	(#)	(#)	(#)	(#)	(#)	($/Sh)	($)
Nicolas Finazzo	8/6/2025	—	—	—	—	487,012	974,024	—	—	—	3,000,000
	8/6/2025	—	—	—	—	—	—	243,506	—	—	1,500,000
	8/6/2025	—	—	—	—	—	—	—	513,949	6.16	1,500,000
Gary Jones		—	300,000	600,000	—	—	—	—	—	—	—
	8/1/2025	—	—	—	—	63,451	126,902	—	—	—	374,995
	8/1/2025	—	—	—	—	—	—	31,725	—	—	187,495
	8/1/2025	—	—	—	—	—	—	—	64,376	5.91	180,275
Martin Garmendia		—	270,000	540,000	—	—	—	—	—	—	—
	8/1/2025	—	—	—	—	57,106	114,212	—	—	—	337,496
	8/1/2025	—	—	—	—	—	—	28,553	—	—	168,748
	8/1/2025	—	—	—	—	—	—	—	57,938	5.91	162,247
Craig Wright		—	200,000	400,000	—	—	—	—	—	—	—
	8/1/2025	—	—	—	—	33,840	67,680	—	—	—	199,994
	8/1/2025	—	—	—	—	—	—	16,920	—	—	99,997
	8/1/2025	—	—	—	—	—	—	—	34,333	5.91	96,145
Ben Tschirhart		—	175,000	350,000	—	—	—	—	—	—	—
	8/1/2025	—	—	—	—	29,610	59,220	—	—	—	174,995
	8/1/2025	—	—	—	—	—	—	14,805	—	—	87,498
	8/1/2025	—	—	—	—	—	—	—	30,042	5.91	84,129


	Option Awards		Stock Awards
	Number of Shares	Value Realized	Number of Shares	Value Realized
	Acquired on Exercise	on Vesting	Acquired on Exercise	on Vesting
Name	(#)	($)	(#)	($)⁽¹⁾
Nicolas Finazzo	—	—	51,321	299,201
Gary Jones	—	—	7,270	42,384
Martin Garmendia	—	—	7,270	42,384
Craig Wright	—	—	5,702	33,243
Ben Tschirhart	—	—	6,594	49,156


	Other than Cause and Change in Control													Death or Disability							Qualified Retirement⁽⁷⁾
					Pro-rated								Pro-rated
Named			Target Cash		Actual Cash								Actual Cash
Executive			Incentive		Incentive				Stock		Health and		Incentive					Stock					Stock
Officer	Salary⁽¹⁾		Bonus⁽²⁾		Bonus		RSUs⁽³⁾		Options⁽⁴⁾	PSUs⁽⁵⁾	Welfare⁽⁶⁾		Bonus			RSUs⁽³⁾		Options⁽⁴⁾	PSUs⁽⁵⁾	RSUs			Options	PSUs
Nicolas Finazzo	$	3,000,000	$	—		—	$	2,461,112	505,636	5,652,009	$	86,340			—	$	2,461,112	505,636	5,652,009	$		2,461,112	505,636	5,652,009
Gary Jones	$	1,000,000	$	600,000	$	—	$	328,951	79,715	761,289	$	41,086	$		—	$	328,951	79,715	761,289			328,951	79,715	761,289
Martin Garmendia	$	900,000	$	540,000	$	—	$	306,398	71,989	716,176	$	22,959	$		—	$	306,398	71,989	716,176			306,398	71,989	716,176
Craig Wright	$	800,000	$	400,000	$	—	$	201,391	43,132	483,864	$	38,932	$		—	$	201,391	43,132	483,864			201,391	43,132	483,864
Ben Tschirhart	$	700,000	$	350,000	$	—	$	174,195	37,101	342,794	$	55,581	$		—	$	174,195	37,101	342,794			174,195	37,101	342,794


Annual total compensation for our CEO for 2025	$	7,062,230
Annual total compensation for our median employee for 2025	$	76,943
Ratio of annual total compensation of our CEO to the annual total compensation of our median employee for 2025		92 to 1


(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
									Value of Initial Fixed $100
									Investment Based on:
					Average
	Summary				Summary		Average
	Compensation		Compensation		Compensation		Compensation		Total		Peer Group Total
	Table Total for		Actually Paid to		Table Total for		Actually Paid to		Shareholder		Shareholder
	PEO		PEO		Non-PEO NEOs		Non-PEO NEOs		Return		Return		Net Income		Adjusted EBITDA
Year	($)		($)⁽¹⁾⁽²⁾		($)		($)⁽¹⁾⁽²⁾		($)		($)⁽²⁾		($Thousands)		($Thousands)⁽³⁾
2025	$	7,062,230	$	6,674,263	$	1,127,043	$	1,142,535	$	40.08	$	203.54	$	8,575	$	46,142
2024	$	5,388,760	$	2,833,112	$	1,150,376	$	745,479	$	35.51	$	143.36	$	5,851	$	33,386
2023	$	3,546,515	$	(1,525,485)	$	638,607	$	(1,369,060)	$	71.56	$	125.31	$	(5,563)	$	12,278
2022	$	1,346,568	$	(2,949,432)	$	914,150	$	(786,351)	$	91.43	$	117.37	$	43,861	$	87,436


	2022				2023				2024				2025
			Average non-PEO				Average non-PEO				Average non-PEO				Average non-PEO
Adjustments	PEO		NEOs		PEO		NEOs		PEO		NEOs		PEO		NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable Fiscal Year	$	—	$	—	$	—	$	—	$	(4,323,601)	$	(603,140)	$	(5,999,999)	$	(538,503)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End, determined as of Applicable Fiscal Year End	$	—	$	—	$	—	$	—	$	1,767,953	$	233,269	$	5,060,060	$	486,309
Increase based on ASC 718 Fair Value of Awards Granted during Applicable Fiscal Year that Vested during Applicable Fiscal Year, determined as of Vesting Date	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Increase/deduction for Awards Granted during Prior Fiscal Year that were Outstanding and Unvested as of Applicable Fiscal Year End, determined based on change in ASC 718 Fair Value from Prior Fiscal Year End to Applicable Fiscal Year End	$	(2,432,000)	$	(962,667)	$	—	$	—	$	—	$	(14,037)	$	679,513	$	83,480
Increase/deduction for Awards Granted during Prior Fiscal Year that Vested During Applicable Fiscal Year, determined based on change in ASC 718 Fair Value from Prior Fiscal Year End to Vesting Date	$	(1,864,000)	$	(737,833)	$	(5,072,000)	$	(2,007,667)	$	—	$	(3,034)	$	(134,160)	$	(14,794)
Deduction of ASC 718 Fair Value of Awards Granted during Prior Fiscal Year that were Forfeited during Applicable Fiscal Year, determined as of Prior Fiscal Year End	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Increase based on Dividends or Other Earnings Paid during Applicable Fiscal Year prior to Vesting Date	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
TOTAL ADJUSTMENTS	$	(4,296,000)	$	(1,700,500)	$	(5,072,000)	$	(2,007,667)	$	(2,555,648)	$	(386,942)	$	(394,586)	$	16,492


Committee		Chair			Member
Audit		$	17,500		$	10,000
Compensation		$	15,000		$	7,000
Nominating & Governance		$	10,000		$	5,000


Name		Fees Earned or Paid in Cash			Stock Awards⁽⁷⁾			Total
Andrew Levy⁽¹⁾		$	147,674		$	125,000		$	272,674
Lt. General Judith Fedder⁽²⁾		$	98,000		$	125,000		$	223,000
Robert Nichols⁽³⁾		$	75,000		$	125,000		$	200,000
Thomas Mullins⁽⁴⁾		$	84,139		$	162,329		$	246,468
Carol DiBattiste⁽⁵⁾		$	69,000		$	147,260		$	216,260
Thomas Mitchell⁽⁶⁾		$	60,000		$	147,260		$	207,260


		Beneficial Ownership
Name and Address of Beneficial Owner⁽¹⁾		Number of Shares		Percentage
Directors and Named Executive Officers
Nicolas Finazzo		5,028,783	⁽²⁾	10.7	%
Robert B. Nichols		3,491,954	⁽³⁾	7.4	%
Craig Wright		235,645	⁽⁹⁾	*
Martin Garmendia		208,889	⁽⁷⁾	*
Gary Jones		189,447	⁽⁸⁾	*
Ben Tschirhart		38,505	⁽¹⁰⁾	*
Enrique Pizzi		95,298	⁽¹¹⁾	*
Andrew Levy		60,905	⁽¹²⁾	*
Lt. General Judith A. Fedder		62,175	⁽¹²⁾	*
Thomas Mullins		26,801	⁽¹²⁾	*
Carol DiBattiste		24,257	⁽¹²⁾	*
Thomas Mitchell		24,257	⁽¹²⁾	*
All Directors and Executive Officers as a Group (16 individuals)		9,486,916		20.1	%
Greater than 5% Stockholders
George P. Bauer Revocable Trust, dated 7/20/1990 and Greg P. Bauer		3,914,794	⁽⁴⁾	8.3	%
AltraVue Capital, LLC		3,539,618	⁽⁵⁾	7.5	%
M3 Funds, LLC		3,319,415	⁽⁶⁾	7.0	%


Name		Address

[Nicolas Finazzo]		[9850 NW 41^st Street, Suite 400, Doral, Florida, 33178]
[Robert B. Nichols]		[9850 NW 41^st Street, Suite 400, Doral, Florida, 33178]
[Lt. General Judith A. Fedder]		[9850 NW 41^st Street, Suite 400, Doral, Florida, 33178]
[Andrew Levy]		[9850 NW 41^st Street, Suite 400, Doral, Florida, 33178]
[Thomas Mullins]		[9850 NW 41^st Street, Suite 400, Doral, Florida, 33178]
[C. Carol DiBattiste]		[9850 NW 41^st Street, Suite 400, Doral, Florida, 33178]
[Thomas Mitchell]		[9850 NW 41^st Street, Suite 400, Doral, Florida, 33178]