AAR (AIR) Proxy Filing summary

Executive summary

• Fiscal 2024 saw strong demand in air travel, driving growth in aftermarket parts and maintenance services, with consolidated sales reaching $2.3 billion and adjusted diluted EPS from continuing operations at a record $3.33, up 16% from the prior year.

• Strategic acquisitions included Triumph Group's Product Support business in March 2024, expanding component repair capabilities and APAC presence, and continued integration of Trax's aviation software.

• Facility expansions in Miami and Oklahoma City are underway, expected to complete next year, to increase MRO network capacity.

• The company emphasizes a culture of quality, safety, and inclusion, earning multiple workplace recognitions and updating its purpose and mission statements.

Voting matters and shareholder proposals

• Shareholders will vote to elect three director nominees, approve Fiscal 2024 executive compensation (say-on-pay), and ratify KPMG LLP as the independent auditor for Fiscal 2025.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board consists of 11 directors post-meeting, with 10 independent members and an average tenure of 8 years.

• Recent board refreshment added Jeffrey Edwards and Billy Nolen, enhancing financial and safety expertise.

• The Board maintains a matrix to ensure diversity in skills, experience, and perspectives, and eliminated mandatory retirement age in 2023.

• Committees include Audit, Human Capital and Compensation, Nominating and Governance, Aviation Safety and Training, and Executive Committees, each with defined oversight roles.

• Annual board and committee evaluations, director orientation, and continuing education are standard practices.