Air Industries Group (AIRI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 17, 2024, with voting available by mail, phone, or internet until September 16, 2024.

• Shareholders will vote on electing six directors, amending the 2022 Equity Incentive Plan, and ratifying the appointment of Marcum LLP as auditor.

• As of July 22, 2024, there were 3,337,037 shares of common stock outstanding and entitled to vote.

Voting matters and shareholder proposals

• Proposals include electing six directors, increasing shares under the 2022 Equity Incentive Plan by 300,000, and ratifying Marcum LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2025 meeting must be submitted by April 11, 2025.

Board of directors and corporate governance

• Board consists of six directors, with four deemed independent under NYSE rules.

• Board leadership separates the roles of CEO and Chairman, with a non-employee director as Chairman.

• Committees include Audit, Compensation, Nominating, and Executive, all with written charters and independent members where required.

• Directors are nominated based on integrity, business experience, and relevant industry knowledge.