CEO total compensation of approximately $5.99 million (per the Summary Compensation Table) is reasonable for a large-cap industrials company of FTAI's size and complexity, and the prior year's Say on Pay vote received 91% support — well above the 70% threshold that would require visible changes. The pay program is heavily performance-based: roughly 56% of the CEO's reported pay comes from variable incentives (annual cash bonus of $2.34 million plus equity awards of $2.65 million), satisfying the 50–60% variable pay mix requirement. Performance conditions are meaningful — annual bonuses are tied to Adjusted EBITDA targets and individual objectives, and long-term equity awards use a relative total shareholder return metric versus S&P 400 companies and an adjusted earnings-per-share metric over a three-year period, which are well-designed long-term metrics. With FTAI's 3-year price return of 929.2% dramatically outperforming peers and a robust clawback policy in place, the pay-for-performance alignment is strong and a FOR vote is warranted.

KPMG was only engaged effective June 17, 2025, so tenure concerns do not apply. Non-audit fees (tax work of $119,000) represent approximately 3.5% of audit fees of $3,396,000, well below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a $27.7B market cap company. No material restatements were disclosed.