AerSale (ASLE) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 5, 2025, and will be held virtually, allowing shareholders to participate and vote online.

• Shareholders of record as of April 9, 2025, are entitled to vote on key proposals, including director elections, equity plan amendments, executive compensation, and auditor ratification.

• The Board recommends voting in favor of all proposals, including annual say-on-pay votes and the ratification of Grant Thornton LLP as auditor.

Voting matters and shareholder proposals

• Seven directors are nominated for election to serve until the 2026 annual meeting; the Board size will be reduced from nine to seven.

• Proposal to approve the Second Amendment to the 2020 Equity Incentive Plan, increasing reserved shares by 4 million and raising the non-employee director compensation cap.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the Board recommending annual votes.

• Ratification of Grant Thornton LLP as independent auditor for 2025.

• Procedures for shareholder proposals and director nominations for the 2026 meeting are outlined, with specific deadlines and requirements.

Board of directors and corporate governance

• The Board will consist of seven directors, five of whom are independent, with an average age of 64 and average tenure of three years.

• Board committees (Audit, Compensation, Governance, Investment) are composed entirely of independent directors, except for the Investment Committee.

• The Board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and maintains an Ethics Hotline.

• Board diversity is emphasized, with two of seven nominees being female or racially diverse.