StandardAero (SARO) Registration Filing summary

Management team and governance

• CEO is employed under a long-term agreement with a base salary of $960,000 as of 2024, with eligibility for annual and long-term incentives, and robust severance and non-compete provisions.

• CFO and other key executives have detailed offer letters outlining base salary, annual incentives, equity participation, and severance terms.

• Board structure post-IPO includes up to nine directors, with Carlyle Stockholders initially designating up to eight, reducing as their ownership decreases.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Executive Committees.

• Non-employee directors receive cash retainers and annual equity awards, with vesting tied to continued service and change in control provisions.

Offering details and pricing

• IPO is structured as a traditional underwritten offering, with registration on Form S-1 and listing on the NYSE.

• Registration rights agreement provides for demand, shelf, and piggyback rights for major shareholders, with detailed cutback and expense allocation provisions.

• Lock-up agreements restrict sales by shareholders and the company for up to 90 days post-offering.

Underwriters and syndicate

• Underwriting agreement and related documents are included as exhibits, with Latham & Watkins LLP and Milbank LLP as legal counsel.