HEICO (HEI) Proxy Filing summary

Executive summary

• Fiscal 2024 saw record net sales of $3.858 billion (up 30%) and net income of $514.1 million (up 27%), with operating income rising 32% to $824.5 million and operating margin improving to 21.4%.

• Growth was driven by strong organic performance, successful acquisitions, and efficiency, with notable expansion in commercial aviation and defense product lines.

• Five acquisitions were completed in or just after fiscal 2024, including Wencor and Exxelia, which contributed to growth in aviation, defense, and medical markets.

• The Board increased the semi-annual cash dividend by 10% to $0.11 per share, marking the 92nd consecutive dividend since 1979.

• Management remains optimistic for fiscal 2025, citing strong demand in commercial, defense, and space markets, and a robust acquisition pipeline.

Voting matters and shareholder proposals

• Shareholders will vote to elect the Board of Directors, approve an advisory vote on executive compensation, and ratify Deloitte & Touche LLP as the independent auditor for fiscal 2025.

• The Board recommends voting FOR all director nominees, FOR the executive compensation advisory vote, and FOR auditor ratification.

• Shareholders of record as of January 17, 2025, are entitled to vote; voting can be done by mail, phone, internet, or in person.

Board of directors and corporate governance

• The Board consists of ten members, 70% of whom are independent, with diverse expertise in aerospace, finance, law, and technology.

• All directors are elected annually; there is no poison pill, and the Board maintains high inside ownership.

• Key committees (Audit, Compensation, Nominating & Governance, Environmental, Stock Option) are fully independent.

• The Board combines the roles of Chairman and CEO, with independent directors meeting in executive session at least annually.

• Board oversight includes risk management, cybersecurity, succession planning, and compliance.