FIREFLY AEROSPACE INC (FLY)
Sector: Industrials
2026 Annual Meeting Analysis
FIREFLY AEROSPACE INC · Meeting: June 4, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Kim joined the board in October 2024, which is less than 24 months before the meeting date, so he is exempt from the TSR underperformance trigger under policy; his aerospace and defense background is directly relevant to Firefly's business, and no other policy flags apply.
McAllister joined the board in August 2025 in connection with the IPO, well within the 24-month exemption window, so the TSR trigger does not apply; he brings deep aerospace leadership experience from Boeing Commercial Airplanes and GE Aerospace, and he holds one outside public board seat (Embraer), which is within the permitted limit.
Both nominees are newly appointed directors whose tenures fall within the 24-month exemption from the TSR underperformance trigger; both have relevant aerospace and defense industry experience, and neither triggers any overboarding, independence, attendance, or other policy concerns.
Say on Pay
✗ AGAINSTCEO
Jason Kim
Total Comp
$38,219,515
Prior Support
N/A
CEO Jason Kim received total compensation of approximately $38.2 million in 2025, driven largely by $36 million in stock awards and $1.1 million in stock options; while a portion of this reflects IPO-related equity grants, the annual bonus program had no pre-established measurable targets for the year — the board simply decided at year-end how much to pay, which means the variable pay was effectively discretionary rather than truly performance-based. Our policy requires that incentive pay have clear, measurable performance conditions to count as genuinely variable compensation; a plan where the board picks the number after the fact does not meet that standard. Additionally, the stock options granted to the CEO and CFO under the prior plan vested fully upon the IPO, eliminating the multi-year alignment that equity awards are meant to provide.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$2,146,000
Non-Audit Fees
$172,000
Tax fees of $172,000 represent approximately 8% of audit fees of $2,146,000, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed so the tenure trigger cannot fire; no material restatements are disclosed; Grant Thornton is a large national firm appropriate for a $3.8B market cap company.
Actual Vote Results
Meeting held June 4, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Jason Kim | 93.7% | 90.8M | 6.1M | ✓ Elected |
| Kevin McAllister | 91.8% | 89.0M | 7.9M | ✓ Elected |
Auditor Ratification
For 118.1M · Against 240,804 · Abstain 47,931
Overall Assessment
The 2026 Firefly Aerospace annual meeting presents two director nominees who are both exempt from the TSR trigger due to their recent appointments, and an auditor ratification that passes all policy screens cleanly. The Say on Pay is flagged AGAINST primarily because the 2025 annual bonus program had no pre-established performance metrics — bonuses were set entirely at management and board discretion after year-end — and the CEO's $38.2 million total compensation package appears substantially above benchmark for this market cap and sector.