CEO total compensation of approximately $8.15 million is closely in line with the company's own disclosed target of $8.25 million and is consistent with a mid-large cap industrials/aerospace services company of AAR's size and performance profile; the pay program is strongly performance-oriented, with roughly 86% of the CEO's pay tied to variable or at-risk compensation including performance-based stock awards (linked to earnings, return on capital, and relative stock return over three years), stock options, and annual cash bonuses tied to measurable financial targets. AAR's stock delivered a 3-year price return of +149.2% significantly outperforming its peer group median of +126.4%, demonstrating clear pay-for-performance alignment; the prior year say-on-pay vote received 93.9% shareholder support, and a robust clawback policy meeting post-Dodd-Frank requirements is in place.

Non-audit fees (audit-related fees of $400,000 plus tax fees of $99,396, totaling approximately $499,396) represent about 17% of audit fees of $2,950,000, comfortably below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a $5.9 billion company; auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire and the vote defaults to FOR per policy.