StandardAero (SARO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, will be held virtually, allowing shareholders to attend and vote online or by proxy.

• Shareholders will vote on director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• Board recommends voting for all proposals, including annual say-on-pay votes and approval of executive compensation.

• Carlyle Group remains the controlling shareholder, with significant influence over board composition and governance.

Voting matters and shareholder proposals

• Election of three Class I directors (Peter J. Clare, Russell Ford, Andrea Fischer Newman) to serve until 2028.

• Ratification of PricewaterhouseCoopers LLP, United States as independent auditor for fiscal year 2025.

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

• Shareholders may submit proposals for the 2026 meeting by December 26, 2025.

Board of directors and corporate governance

• Board consists of nine members divided into three staggered classes; Carlyle has the right to designate up to eight directors based on ownership thresholds.

• Majority of directors are independent per NYSE standards, except for the CEO.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Executive, each with defined responsibilities.

• Controlled company exemption applies due to Carlyle's majority ownership, though the company currently complies with NYSE governance standards.