STANDARDAERO (SARO)
Sector: Industrials
2026 Annual Meeting Analysis
STANDARDAERO · Meeting: June 25, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Douglas V. Brandely, Wendy Masiello and Stefan Weingartner as Class II Directors
Against Analysis
The stock has lost roughly a quarter of its value over three years while the company's own disclosed peer group gained an average of 92%, a gap of over 116 percentage points that far exceeds the 20-point threshold required to trigger an AGAINST vote; Brandely, as a Carlyle designee and Compensation Committee chair who has served on the board since before the IPO, has sufficient tenure to be held accountable for this underperformance, and no 5-year data is available to provide a mitigating longer-term track record given the company only went public in October 2024.
Like the other nominees, Masiello is standing for election at a company where the stock has declined roughly 24% over three years while peers surged nearly 92% on average, a gap of more than 116 percentage points that triggers an AGAINST vote under policy; she serves on the Audit Committee and has sufficient board tenure to bear accountability, and no 5-year return history exists to soften this finding.
Weingartner, a Carlyle operating executive serving on the Compensation Committee, is subject to the same TSR underperformance trigger as his co-nominees — the stock is down roughly 24% over three years versus a peer group that gained nearly 92%, a 116-percentage-point gap that far exceeds the 20-point policy threshold for companies with negative absolute returns, and no 5-year data exists to provide a mitigating longer track record.
For Analysis
All three Class II nominees — Brandely, Masiello, and Weingartner — receive an AGAINST vote because SARO's 3-year stock return of -24.3% trails its own disclosed compensation peer group median of +91.9% by approximately 116 percentage points, vastly exceeding the 20-point threshold that applies when absolute returns are negative. SARO only went public in October 2024, so no 5-year return history is available to apply the policy's mitigating longer-track-record check. Two of the three nominees (Brandely and Weingartner) are Carlyle designees, and all three have served long enough to bear accountability for this sustained underperformance.
Say on Pay
✗ AGAINSTCEO
Russell Ford
Total Comp
$7,791,622
Prior Support
99%%
The 2025 equity awards granted to all named executives — including the CEO's $4.8 million in stock options and restricted stock units — vest solely based on continued employment over three years with no performance conditions attached, meaning executives receive the full value of these awards regardless of whether the company delivers results for shareholders; this structure makes what is labeled 'variable' compensation effectively fixed pay, which is a clear policy trigger for an AGAINST vote. At the same time, the company's stock has fallen roughly 24% over three years while the peer group the company itself selected for benchmarking gained nearly 92% on average, a gap of over 116 percentage points, meaning shareholders have suffered significant losses while executives received above-benchmark equity grants without having to meet any performance hurdles. The prior year's 99% support level reflects this being the company's first say-on-pay vote as a newly public company and does not indicate that shareholders have validated a pay structure where long-term incentive awards carry no performance requirements.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP, United States
Tenure
1 yrs
Audit Fees
$6,493,000
Non-Audit Fees
$410,000
PwC US has served as auditor for only about one year (appointed November 2024), so there is no long-tenure independence concern; non-audit fees totaling approximately $410,000 (audit-related $387K plus tax $21K plus other $2K) represent roughly 6.3% of audit fees of $6,493,000, well below the 50% threshold that would raise independence concerns; and PwC is a Big 4 firm fully appropriate for a company of SARO's size and complexity.
Overall Assessment
This is a three-proposal annual meeting ballot for StandardAero's first full year as a public company; all three Class II director nominees receive an AGAINST vote due to severe stock underperformance (down 24% vs. peers up 92% over three years), the auditor ratification passes cleanly given PwC US's short one-year tenure and low non-audit fees, and the say-on-pay vote receives an AGAINST because the 2025 equity awards vest purely on time with no performance conditions, making what is labeled incentive compensation effectively guaranteed pay at a time when shareholders have lost significant value relative to peers.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing