Potential Payments Upon Termination or Change in Control
As of October 31, 2025, the Company had the following lump sum payment obligations, under the LCP as described above, to its Named Executive Officers upon a change in control, as defined in the HEICO Leadership Compensation Plan, or termination: Laurans A. Mendelson $72,325,067; Carlos L. Macau, Jr. $18,025,367; Eric A. Mendelson $34,546,274, Victor H. Mendelson $29,280,630 and Bradley K. Rowen $310,200. As of October 31, 2025, the Company’s payment obligation under the LCP to Steven M. Walker upon a change in control was $0 and upon termination was $1,979,962.
The unexercisable (unvested) options held by the Named Executive Officers as detailed in “Outstanding Equity Awards at Fiscal 2025 Year- End” would become immediately vested and exercisable upon (i) a change in control, as defined in the Company's 2018 Incentive Compensation Plan, of the Company, (ii) the liquidation or dissolution of the Company, or (iii) any reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive or the shares are exchanged for or converted into cash or securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor or acquiring entity, or an affiliate thereof, assumes the option or substitutes an equivalent option or right pursuant to Section 10(c) of the Company’s 2018 Incentive Compensation Plan, (each, an “Acceleration Event”). As of October 31, 2025, the value of this acceleration to the Named Executive Officers upon an Acceleration Event was: Eric A. Mendelson $19,236,500, Victor H. Mendelson $19,236,500, Carlos L. Macau, Jr. $6,899,600, Bradley K. Rowen $1,077,657 and Steven M. Walker $798,904. The value of the accelerated vesting of the unexercisable options was calculated by aggregating the difference between the closing price of the applicable share class as of October 31, 2025 and the exercise price of such unexercisable option multiplied by the number of options for the applicable share class.
Pursuant to Item 402(u) of Regulation S-K, we are required to disclose the ratio of the compensation of our Chief Executive Officer to that of our median employee. Because we now have two Co-Chief Executive Officers, Eric A. Mendelson and Victor H. Mendelson, we are providing the pay ratio information for each of them.
SEC rules permit us to use the same median employee identified in connection with a prior year’s pay ratio disclosure if there have been no changes in our employee population or employee compensation arrangements that we reasonably believe would significantly affect our pay ratio disclosure. During fiscal 2025, there were no changes to our employee population or compensation arrangements that we believe would significantly impact our pay ratio disclosure. Accordingly, we used the same median employee that was identified in connection with our prior pay ratio disclosure.
To calculate the annual total compensation of our median employee, we identified and calculated the elements of that employee’s fiscal 2025 compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. Based on this methodology, we determined that the fiscal 2025 total annual compensation of our median employee was $61,694. As reported in the Summary Compensation Table, the fiscal 2025 annual total compensation for Eric A. Mendelson and Victor H. Mendelson was $13,029,835 and $12,889,041, respectively, resulting in pay ratios of 211:1 and 209:1 compared to our median employee.
Our pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules and based on the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to use various methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratios disclosed by other companies may not be comparable to the ratios presented above, as companies may use different employment and compensation practices, methodologies, exclusions, estimates, or assumptions in determining their own pay ratios.
