AERSALE CORP (ASLE)
Sector: Industrials
2026 Annual Meeting Analysis
AERSALE CORP · Meeting: June 11, 2026
Directors FOR
4
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
As co-founder, Chairman, and CEO serving since December 2020, Mr. Finazzo has full tenure overlap with the severe stock underperformance period: AerSale's shares have fallen 61% over three years while the company's own disclosed peer group gained 176% on average, a gap of nearly 238 percentage points that far exceeds the 20-point trigger threshold; the five-year record (down 43% vs. peers up 148%) provides no relief, so the policy vote is AGAINST.
Mr. Nichols has served on the board since December 2020 — the full underperformance period — and the same catastrophic TSR gap that triggers a vote against Mr. Finazzo applies equally here; the five-year record does not rescue the position, so the policy vote is AGAINST.
Lt. General Fedder joined in July 2022, which is more than 24 months before this meeting and covers a meaningful portion of the three-year underperformance window; while she joined after some of the decline had already begun — which is worth noting as partial context — the policy still requires an AGAINST vote because the 3-year TSR gap of -237.7 percentage points is enormous, the five-year mitigant is unavailable given her tenure length, and the stock has not recovered.
For Analysis
Mr. Levy joined the board in April 2023, which is less than 24 months before the June 2026 meeting date (approximately 26 months), placing him in the policy's transitional zone — his tenure covers less than half of the three-year underperformance measurement window, and the policy directs a flag rather than an automatic AGAINST vote for directors in this position; given he joined well into an already-underperforming period, has relevant aviation and financial expertise, and his contribution window is limited, the vote is FOR.
Mr. Mullins was appointed in February 2025, which is less than 24 months before the June 2026 meeting; under the policy, directors who joined within the past 24 months are exempt from the TSR trigger, giving newer directors reasonable time to contribute before being held accountable for prior performance, so the vote is FOR.
Ms. DiBattiste was appointed in April 2025, which is less than 24 months before the June 2026 meeting; she is exempt from the TSR trigger under the policy's 24-month new-director exemption, and her background in corporate governance, legal, and compliance is relevant to the board's needs, so the vote is FOR.
Mr. Mitchell was appointed in April 2025, which is less than 24 months before the June 2026 meeting; he is exempt from the TSR trigger under the policy's 24-month new-director exemption, and his aviation supply chain and engineering background is directly relevant to AerSale's business, so the vote is FOR.
Three of the seven nominees — Finazzo, Nichols, and Fedder — receive AGAINST votes because they have served long enough to be held accountable for AerSale's devastating stock underperformance: the shares have fallen 61% over three years while the company's own disclosed peer group gained 176% on average, a gap of nearly 238 percentage points against a 20-point trigger threshold for negative absolute TSR. The five-year record (down 43% vs. peers up 148%) provides no relief. The four newer directors — Levy, Mullins, DiBattiste, and Mitchell — receive FOR votes because they joined within or near the 24-month new-director exemption window and cannot fairly be held responsible for pre-existing underperformance.
Say on Pay
✗ AGAINSTCEO
Nicolas Finazzo
Total Comp
$7,062,230
Prior Support
87.5%%
AerSale's CEO received total compensation of $7,062,230 in 2025, of which $6,000,000 was in equity awards — a very large grant for a company with a market cap of only $323 million that is almost certainly well above benchmark for a CEO at this size and stage, triggering the policy's CEO individual threshold. More importantly, this level of equity-based incentive pay fails the pay-for-performance alignment test: the stock has fallen 61% over three years while the company's own disclosed peer group gained 176% on average, a gap of nearly 238 percentage points, which means shareholders have suffered severe losses while executive equity grants remain rich. The prior say-on-pay vote was 87.5% in favor, so there is no prior-year failure to engage, but the structural pay-for-performance disconnect is severe enough to warrant an AGAINST vote on this year's program.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$1,091,429
Non-Audit Fees
$37,947
The non-audit fees (tax compliance work of $37,947) represent only about 3.5% of audit fees ($1,091,429), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed so no tenure trigger fires; no material restatements are mentioned; and Grant Thornton is a large national firm appropriate for a company of AerSale's size and complexity, so ratification is supported.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 3
Approval of Redomestication of the Company from Delaware to Texas, by Conversion
This is a board-proposed charter amendment to move the company's legal home from Delaware to Texas; applying the charter amendment framework, the key question is whether the change improves or worsens governance relative to the current baseline. The proposed Texas structure materially weakens shareholder rights in several ways: the threshold for shareholders to call a special meeting jumps from 25% to 50% (making it much harder for minority shareholders to act), derivative lawsuit rights are restricted by a 3% ownership threshold requirement, and inspection rights for shareholders are narrowed — all changes that primarily benefit management and directors rather than shareholders. While the board cites cost savings and reduced 'frivolous litigation' as benefits, the loss of Delaware's mature and shareholder-protective body of case law, combined with the shift to a newer and less-tested Texas Business Court, represents a net reduction in shareholder protections that retail investors should oppose.
Overall Assessment
This is a challenging ballot for AerSale shareholders: three long-tenured directors including the founder-CEO receive AGAINST votes due to catastrophic stock underperformance (shares down 61% over three years versus peers up 176%), Say on Pay also receives an AGAINST vote due to the severe disconnect between rich CEO equity grants and shareholder losses, and the board's proposed redomestication to Texas receives an AGAINST vote because it materially weakens minority shareholder rights. The auditor ratification is straightforward and receives a FOR vote given clean fee ratios and an appropriate auditor for the company's size.
Compensation Peer Group
8 companies disclosed in 2026 proxy filing