Air Industries Group (AIRI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 26, 2025, with voting available by mail, phone, or internet until June 25, 2025.

• Shareholders will vote on director elections, amendments to the Articles of Incorporation and Equity Incentive Plan, executive compensation, and auditor ratification.

• As of April 30, 2025, there are 3,694,095 shares of common stock outstanding and entitled to vote.

Voting matters and shareholder proposals

• Six directors are up for election for terms expiring at the 2026 annual meeting.

• Proposal to increase authorized common stock from 6,000,000 to 20,000,000 shares to provide flexibility for capital raising and strategic actions.

• Proposal to increase shares available under the 2022 Equity Incentive Plan by 250,000, totaling 900,000 shares.

• Advisory vote on executive compensation (say-on-pay) for fiscal year 2024.

• Ratification of CBIZ CPAs P.C. as independent auditor for fiscal year 2025.

• Shareholder proposals for the 2026 meeting must be received by January 2, 2026.

Board of directors and corporate governance

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

• Chairman is a non-employee director, separating the roles of CEO and Chairman.

• Board committees include Audit, Compensation, Nominating, and Executive Committees, all with defined charters.

• Directors are nominated based on integrity, experience, and skills relevant to the company’s business.