AAR (AIR) Proxy Filing summary

Executive summary

• Celebrated 70th anniversary with record financial results, including 20% sales growth to $2.8 billion and a 17% increase in adjusted diluted EPS to $3.91.

• Optimized portfolio through acquisitions (Trax, Product Support) and divestitures, focusing on high-margin core segments and digital transformation.

• Expanded MRO capacity and implemented digital tools for operational efficiency, positioning for further growth in FY2026.

• Earned Great Place to Work® Certification and recognition for responsible business practices and safety.

Voting matters and shareholder proposals

• Election of four director nominees: Jeffrey N. Edwards, John M. Holmes, Ellen M. Lord, and Marc J. Walfish.

• Advisory vote to approve FY2025 executive compensation (say-on-pay).

• Ratification of KPMG LLP as independent registered public accounting firm for FY2026.

Board of directors and corporate governance

• Board consists of 12 directors, 11 of whom are independent; average tenure is 8 years.

• Active board refreshment with four new directors in the last three years.

• Lead Independent Director role and annual board/committee evaluations.

• Comprehensive governance practices: majority voting, stock ownership guidelines, ethics hotline, and related person transaction policy.