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| PROXY STATEMENT | |
| PROXY STATEMENT | |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS | |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS | |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS | |
Proposal | | | Votes required | | | Effect of Abstentions and Broker Non-Votes | |
Proposal 1: Election of Directors | | | The majority of the votes cast. This means that the number of votes cast “FOR” a director’s election must exceed the number of votes cast “AGAINST” that director’s election. | | | Abstentions and broker non-votes will have no | |
Proposal 2: Approval of the First Amendment to the AerSale Corporation 2020 Equity Incentive Plan | | | The affirmative vote of a majority of the outstanding shares present at the Annual Meeting online or by proxy and entitled to vote. | | | Abstentions will have the same effect as a vote against the proposal. Broker non-votes will have no effect on this proposal. | |
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023 | | | The affirmative vote of a majority of the outstanding shares present at the Annual Meeting online or by proxy and entitled to vote. | | | Abstentions will have the same effect as a vote against the proposal. We do not expect any broker | |
| ![]() ![]() | | | Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote FOR the election of each of the below director nominees. | |
| PROPOSALS TO BE VOTED ON | |
Name | | | Age | | | Position with AerSale | |
Nicolas Finazzo | | | | | Chairman, Chief Executive Officer, Division President, TechOps and Director | | |
Robert B. Nichols | | | | | Vice Chairman, Division President, Asset Management Solutions and Director | | |
| | | | Director | | ||
Peter Nolan | | | 64 | | | Director | |
Richard J. Townsend | | | 72 | | | Director | |
General C. Robert Kehler | | | 70 | | | Director | |
| | | | Director | | ||
| | ||||||
| | Director | |
| PROPOSALS TO BE VOTED ON | |
Nicolas Finazzo | | |||
Age: Position: Chairman, Chief Executive Officer, Division President, TechOps and Director | | | Nicolas Finazzo has served on our Board since December 2020. Mr. Finazzo founded AerSale Corp. in 2008 and has served as Chairman and Chief Executive Officer from inception until January 2019, and again since December 2019. He has also served as Division President, TechOps since December 2019. From January 2019 to December 2019, Mr. Finazzo was Executive Chairman of AerSale Corp. From 1997 to 2008, Mr. Finazzo was Co-Founder and Chief Executive Officer of AeroTurbine, Inc., a supplier of aircraft and engine products and MRO service provider. In 1997, Mr. Finazzo was Vice President and General Counsel of AeroThrust, Inc., parts supplier, MRO service provider and aircraft engine leasing company. From 1991 to 1997, Mr. Finazzo was Vice President and General Counsel of International Air Leases, Inc., a used aircraft leasing company. From 1987 to 1991, Mr. Finazzo was Vice President of Contracts for Greenwich Air Services, a jet engine As one of our founders, Chairman and Chief Executive Officer, Mr. Finazzo brings to the Board significant senior leadership and institutional knowledge of the Company with considerable expertise in MRO services, parts distribution and aircraft and engine leasing sectors of the industry. | |
Robert B. Nichols | | |||
Age: Position: Vice Chairman, Division President, Asset Management Solutions and Director | | | Robert B. Nichols has served on our Board since December 2020. Mr. Nichols founded AerSale Corp. in 2008 and has served as Vice Chairman since January 2019. He has also served as Division President, Asset Management Solutions since December 2019. From 2017 to December 2019, Mr. Nichols was Principal of AerSale Corp. From 2008 to 2017, Mr. Nichols also was Chief Operating Officer of AerSale Corp. From 1997 to 2008, Mr. Nichols was Co-Founder and Chief Operating Officer of AeroTurbine, Inc. From 1990 to 1997, Mr. Nichols was Vice President of Engine Sales and Leasing for AeroThrust, Inc. From 1989 to 1990, Mr. Nichols was Director of Engine Sales and Leasing for Greenwich Air Services. As one of our founders and our Vice Chairman, Mr. Nichols brings to the Board significant senior leadership, marketing, technical, and global experience along with deep institutional knowledge of the Company, its operations and customer relations. | |
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Age: Position: Director | | | Mr. | |
| PROPOSALS TO BE VOTED ON | |
Peter Nolan | | |||
Age: 64 Position: Director | | | Peter Nolan has served on our Board since December 2020. Mr. Nolan is the Chairman of Nolan Capital, a private investment company, a senior advisor to Leonard Green, and was previously a managing partner of Leonard Green. Mr. Nolan currently serves on the board of directors of Activision Blizzard, Inc. (NASDAQ: ATVI), among others Prior to becoming a partner at Leonard Green in 1997, Mr. Nolan served as a managing director and the Co-Head of Donaldson, Lufkin and Jenrette’s Los Angeles Investment Banking Division from 1990 to 1997, as a First Vice President in corporate finance at Drexel Burnham Lambert from 1986 to 1990, and as a Vice President at Prudential Securities, Inc. from 1982 to 1986. Prior to 1982, Mr. Nolan was an associate at Manufacturers Hanover Trust Company. Mr. Nolan brings to the Board experience in finance, asset management, capital markets and capital management, experience as a senior executive, and perspective as an institutional investor. | |
Richard J. Townsend | | |||
Age: 72 Position: Director | | | Richard J. Townsend has served on our Board since December 2020. Prior to December 2020, Mr. Townsend served as the Executive Vice President and Chief Financial Officer of Monocle, which consummated a business combination with AerSale Corp. in 2020. Mr. Townsend brings 40 years of knowledge and experience in finance, strategy and operations. Prior to Monocle, Mr. Townsend was a Managing Partner at Rangeley Capital (“Rangeley”), with responsibilities as a Portfolio Manager and Chief Operating Officer from 2008 to 2017, and subsequently as an Advisory Partner. Prior to Rangeley, Mr. Townsend was Executive Vice President and Chief Financial Officer of Loral Space & Communications, Inc. (Nasdaq: LORL) from 1998 to 2007, where he was responsible for all financial aspects of the business. From 1996 to 1998, Mr. Townsend served as the Corporate Controller and Director of Strategy of ITT Industries (NYSE: ITT). Mr. Townsend spent the prior 17 years in various roles in operations and financial Management at IBM (NYSE: IBM), including serving as Controller for EMEA (Europe, Middle East and Africa) in France. Prior to IBM, Mr. Townsend was a mechanical engineer at General Electric’s Nuclear Energy Division (NYSE: GE). Mr. Townsend holds a Bachelor of Science degree in Mechanical Engineering from the University of Michigan, a Master of Science degree in Engineering from the University of California at Berkeley and an MBA from Stanford University. Mr. Townsend brings to the Board extensive experience as a senior operating and finance executive for large public companies. | |
| PROPOSALS TO BE VOTED ON | |
General C. Robert Kehler | | |||
Age: Position: Director | | | General C. Robert Kehler, USAF (ret), served as a director of Monocle General Kehler retired from the United States Air Force in December 2013 after almost 39 years of distinguished service. From January 2011 until November 2013, he served as the Commander, United States Strategic Command (“USSTRATCOM”), where he was directly responsible to the Secretary of Defense and President for the plans and operations of all U.S. forces conducting strategic deterrence, nuclear alert, global strike, space, cyberspace and associated operations. Prior to commanding USSTRATCOM, General Kehler commanded United States Air Force Space Command (predecessor to the United States Space Force) and two operational space wings conducting space launch, missile warning, and space control missions. He also commanded an intercontinental ballistic missile squadron and group. General Kehler entered the Air Force in 1975 as a Distinguished Graduate of the Pennsylvania State University R.O.T.C. program, has master’s degrees in Public Administration and National Security and Strategic Studies, and completed executive development programs at Carnegie-Mellon, Syracuse, and Harvard Universities. His military awards include the Defense Distinguished and Superior Service Medals, the Distinguished Service Medal (2 awards), Legion of Merit (3 awards), and the French Legion of Honor (Officer). General Kehler is an Affiliate of Stanford’s Center for International Security and Cooperation and a Senior Fellow of the National Defense University. Mr. Kehler brings to the Board over 40 years of leadership and governance experience and extensive involvement serving as a director and member of board committees. | |
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Age: Position: Director | | | General Fedder is a member of the Board of Directors of GelSight, Inc. and the Institute for Defense & Business, a nonprofit education and research institute in |
General Fedder graduated from Michigan State University in | |
| PROPOSALS TO BE VOTED ON | |
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Age: Position: Director | | | Mr. Mr. | |
| PROPOSALS TO BE VOTED ON | |
| PROPOSALS TO BE VOTED ON | |
| PROPOSALS TO BE VOTED ON | |
| PROPOSALS TO BE VOTED ON | |
| PROPOSALS TO BE VOTED ON | |
| PROPOSALS TO BE VOTED ON | |
| | | Aggregate Restricted Stock Units and Performance Awards | | | Stock Options Granted | | | Weighted Average Exercise Price per Share | | ||||||||||||
Individual or Group Name and Position | | | Dollar Value | | | Granted(1) | | |||||||||||||||
Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | |
Nicolas Finazzo, CEO and Division President, TechOps | | | | $ | — | | | | | | — | | | | | $ | — | | | | | |
Robert Nichols, Division President Asset Management Solutions | | | | $ | — | | | | | | — | | | | | $ | — | | | | | |
Gary Jones, Division President Engineered Airframe and Engine Materials | | | | $ | — | | | | | | — | | | | | $ | — | | | | | |
Executive Officer Group (nine persons) | | | | $ | — | | | | | | — | | | | | $ | — | | | | | |
Non-Executive Director Group | | | | | | | | | | | | | | | | | | | | | | |
General C. Robert Kehler | | | | $ | 60,000 | | | | | | 4,070 | | | | | $ | — | | | | | |
Peter Nolan | | | | $ | 60,000 | | | | | | 4,070 | | | | | $ | — | | | | | |
Jonathon Seiffer | | | | $ | — | | | | | | — | | | | | $ | — | | | | | |
Richard J. Townsend | | | | $ | 60,000 | | | | | | 4,070 | | | | | $ | — | | | | | |
Lt. General Judith Fedder | | | | $ | 30,000 | | | | | | 1,877 | | | | | $ | — | | | | | |
Eric Zahler | | | | $ | 60,000 | | | | | | 4,070 | | | | | $ | — | | | | | |
Sai S. Devabhaktuni | | | | $ | 60,000 | | | | | | 4,070 | | | | | $ | — | | | | | |
Michael Kirton | | | | $ | — | | | | | | — | | | | | $ | — | | | | | |
Non-Executive Director Group (eight persons) | | | | $ | 330,000 | | | | | | 22,227 | | | | | $ | — | | | | | |
Non-Executive Officer Employee Group (about 525 persons) | | | | $ | 2,875,926 | | | | | | 198,203 | | | | | $ | — | | | | | |
Each associate of any such directors, executive officers or nominees | | | | $ | — | | | | | | — | | | | | $ | — | | | | | |
Each other person who received or is to receive 5% of such options or rights | | | | $ | — | | | | | | — | | | | | $ | — | | | | | |
| PROPOSALS TO BE VOTED ON | |
| PROPOSALS TO BE VOTED ON | |
| ![]() | | | Recommendation of the Board of Directors The Board of Directors unanimously recommends that our stockholders vote FOR the approval of the First Amendment to the 2020 Plan attached as Annex A to this proxy statement. | |
| PROPOSALS TO BE VOTED ON | |
| ![]() ![]() | | | Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote FOR the Ratification of the Appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, | |
Fee Category | | 2021 | | 2020 | | | 2022 | | 2021 | | ||||||||||||||||
Audit Fees | | | $ | 703,000 | | | | $ | 640,000 | | | | | $ | 912,252 | | | | $ | 703,000 | | | ||||
Audit-Related Fees | | | $ | 17,000 | | | | $ | 135,000 | | | | | $ | — | | | | $ | 17,000 | | | ||||
Tax Fees | | | $ | 153,430 | | | | $ | 187,000 | | | | | $ | 65,469 | | | | $ | 153,430 | | | ||||
All Other Fees | | | $ | 41,000 | | | | $ | 111,000 | | | | | $ | — | | | | $ | 41,000 | | | ||||
Total Fees | | | $ | 914,430 | | | | $ | 1,073,000 | | | | | $ | 977,721 | | | | $ | 914,430 | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS | |
Name | | | Age | | | Position | |
Nicolas Finazzo(1) | | | | | Chairman, Chief Executive Officer, Division President, TechOps and Director | | |
Robert B. Nichols(2) | | | | | Vice Chairman, Division President, Asset Management Solutions and Director | | |
Martin Garmendia(3) | | | | | Chief Financial Officer and Treasurer | | |
| | | | Chief Operating Officer and Division President Airframe and Engine Materials | | ||
Basil Barimo(5) | | | 58 | | | Division President, Component MRO Services | |
Craig Wright | | | | | Division President, Aircraft & Engine Management | | |
Iso Nezaj(7) | | | | | Division President, Engineered Solutions | | |
Charles McDonald(8) | | | | | Chief Technical Officer and Division President of Heavy MRO Services | | |
James Fry(9) | | | | | Executive Vice President, General Counsel | |
| EXECUTIVE OFFICERS | |
| CORPORATE GOVERNANCE | |
| CORPORATE GOVERNANCE | |
| CORPORATE GOVERNANCE | |
| CORPORATE GOVERNANCE | |
| |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE | |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE | |
Board Diversity Matrix (As of April 28, 2023) | | ||||||||||||||||||||||||
Total Number of Directors | | | 11 | | |||||||||||||||||||||
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | ||||||||||||
Part I: Gender Identity | | ||||||||||||||||||||||||
Directors | | | | | 1 | | | | | | 10 | | | | | | — | | | | | | — | | |
Part II: Demographic Background | | ||||||||||||||||||||||||
African American or Black | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alaskan Native or Native American | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
South Asian | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | |
Hispanic or Latinx | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | |
Native Hawaiian or Pacific Islander | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
White | | | | | 1 | | | | | | 8 | | | | | | — | | | | | | — | | |
Two or More Races or Ethnicities | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
LGBTQ+ | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Did Not Disclose Demographic Background | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE | |
Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | | Investment(1) | |
Nicolas Finazzo | | | | | | | | | | | | X | |
Sai S. Devabhaktuni | | | X | | | | | | X | | | | |
General C. Robert Kehler | | | | | | X | | | | | | | |
Peter Nolan | | | X | | | | | | X | | | | |
Jonathan Seiffer | | | | | | Chair | | | Chair | | | X | |
Richard J. Townsend | | | Chair | | | | | | | | | | |
Eric Zahler | | | | | | X | | | | | | | |
Lt General Judith Fedder | | | | | | X | | | | | | | |
Andrew Levy | | | X(2) | | | | | | | | | | |
| COMMITTEES OF THE BOARD | |
| COMMITTEES OF THE BOARD | |
| EXECUTIVE AND DIRECTOR COMPENSATION | |
Name and Principal Position($) | | Year | | Salary ($) | | Bonus ($)(1) | | Stock Awards(2) | | Non-Equity Incentive Plan Compensation ($)(3) | | All Other Compensation ($)(4) | | Total ($) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Stock Awards ($) | | Non-Equity Incentive Plan Compensation ($)(1) | | All Other Compensation ($)(2) | | Total ($) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nicolas Finazzo Chairman, Chief Executive Officer and Division President, TechOps | | | | | 2021 | | | | | 1,005,769 | | | | | | | | | $ | 0 | | | | | 280,000 | | | | | 61,780 | | | | | 1,347,549 | | | | | | | 2022 | | | | | 1,000,000 | | | | | | | | | | — | | | | | 280,000 | | | | | 66,568 | | | | | 1,346,568 | | | ||||||||||||
| | | 2020 | | | | | 500,000 | | | | | | | | | | | | | | | 785,000 | | | | | 52,515 | | | | | 1,337,515 | | | | | | 2021 | | | | | 1,005,769 | | | | | | | | | | — | | | | | 280,000 | | | | | 61,780 | | | | | 1,347,549 | | | |||||||||||||||
Robert Nichols Vice Chairman and Division President Asset Management Solutions | | | | | 2021 | | | | | 500,000 | | | | | | | | | $ | 0 | | | | | 790,000 | | | | | 51,948 | | | | | 1,341,948 | | | |||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | | | 500,000 | | | | | | | | | | | | | | | 790,000 | | | | | 45,051 | | | | | 1,335,051 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||
Robert Nichols (3) Vice Chairman and Division President Asset Management Solutions | | | | | 2022 | | | | | 500,000 | | | | | 215,000 | | | | | — | | | | | 500,000 | | | | | 54,836 | | | | | 1,269,836 | | | |||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | | 500,000 | | | | | | | | | | — | | | | | 790,000 | | | | | 51,948 | | | | | 1,341,948 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gary Jones Division President Engineered Airframe and Engine Materials | | | | | 2021 | | | | | 350,000 | | | | | | | | | $ | 0 | | | | | 350,000 | | | | | 27,273 | | | | | 727,273 | | | | | | | 2022 | | | | $ | 350,000 | | | | | | | | | | — | | | | | 175,000 | | | | | 33,463 | | | | | 558,463 | | | ||||||||||||
| | | 2020 | | | | | 318,269 | | | | | 14,583 | | | | | | | | | | 175,000 | | | | | 18,665 | | | | | 526,517 | | | | | | 2021 | | | | $ | 350,000 | | | | | | | | | | — | | | | | 350,000 | | | | | 26,273 | | | | | 726,273 | | |
| EXECUTIVE AND DIRECTOR COMPENSATION | |
| | 2021 Bonus Paid | | Target(1) | | Actual Achievement(1)(2) | | | Target/Maximum(1) | | 2022 Non-Equity Cash Incentive | | |||||||||||||||||
Nicolas Finazzo | | | $ | 280,000 | | | | | 100% | | | | | 28.1% | | | | 100%/200% | | | $ | 280,000 | | | |||||
Robert B. Nichols | | | $ | 790,000 | | | | | 100% | | | | | 158% | | | | 100%/200% | | | $ | 500,000 | | | |||||
Gary Jones | | | $ | 350,000 | | | | | 50% | | | | | 100% | | | | 50%/100% | | | $ | 175,000 | | |
| EXECUTIVE AND DIRECTOR COMPENSATION | |
| | | Equity Grant Date Fair Value(1) | | | Target Achieved | | | Performance Stock Units Granted(2) | | |||||||||
Nicolas Finazzo | | | | $ | 0 | | | | | | 200% | | | | | | 1,200,000 | | |
Robert B. Nichols | | | | $ | 0 | | | | | | 200% | | | | | | 750,000 | | |
Gary Jones | | | | $ | 0 | | | | | | 200% | | | | | | 200,000 | | |
Name | | Equity Incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(1) | | Equity Incentive plan awards Market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | | Number of shares or units of stock that have not vested (#)(1) | | Market value of shares or units of stock that have not vested ($)(4) | | ||||||||||||||||
Nicolas Finazzo | | | | 1,200,000 | | | | $ | 21,288,000 | | | | | | 800,000 | | | | $ | 12,976,000 | | | ||||
Robert Nichols | | | | 750,000 | | | | $ | 13,305,000 | | | | | | 500,000 | | | | $ | 8,110,000 | | | ||||
Gary Jones | | | | 200,000 | | | | $ | 3,548,000 | | | | | | 133,334 | | | | $ | 2,162,677 | | |
| EXECUTIVE AND DIRECTOR COMPENSATION | |
| EXECUTIVE AND DIRECTOR COMPENSATION | |
| EXECUTIVE AND DIRECTOR COMPENSATION | |
Name | | Fees earned or paid in cash ($) | | Stock awards ($)(1)(2) | | Total ($) | | | Fees earned or paid in cash ($) | | Stock awards ($)(1)(2) | | Total ($) | | ||||||||||||||||||||||||
Eric Zahler, Lead Independent Director(3) | | | $ | 75,000 | | | | $ | 60,000 | | | | $ | 135,000 | | | ||||||||||||||||||||||
Rich Townsend(4) | | | $ | 75,000 | | | | $ | 60,000 | | | | $ | 135,000 | | | ||||||||||||||||||||||
Eric Zahler, Lead Independent Director(3) | | | $ | 75,000 | | | | $ | 60,000 | | | | $ | 135,000 | | | ||||||||||||||||||||||
Richard Townsend(3) | | | $ | 75,000 | | | | $ | 60,000 | | | | $ | 135,000 | | | ||||||||||||||||||||||
Peter Nolan | | | $ | 50,000 | | | | $ | 60,000 | | | | $ | 110,000 | | | | | $ | 50,000 | | | | $ | 60,000 | | | | $ | 110,000 | | | ||||||
Sai Devabhaktuni | | | $ | 50,000 | | | | $ | 60,000 | | | | $ | 110,000 | | | | | $ | 50,000 | | | | $ | 60,000 | | | | $ | 110,000 | | | ||||||
General C. Robert Kehler | | | $ | 50,000 | | | | $ | 60,000 | | | | $ | 110,000 | | | | | $ | 50,000 | | | | $ | 60,000 | | | | $ | 110,000 | | | ||||||
Jonathan Seiffer(5) | | | $ | 0 | | | | $ | 0 | | | | $ | 0 | | | ||||||||||||||||||||||
Michael Kirton(5) | | | $ | 0 | | | | $ | 0 | | | | $ | 0 | | | ||||||||||||||||||||||
Lt. General Judith Fedder(4) | | | $ | 25,000 | | | | $ | 30,000 | | | | $ | 55,000 | | | ||||||||||||||||||||||
Jonathan Seiffer(5) | | | $ | 0 | | | | $ | 0 | | | | $ | 0 | | | ||||||||||||||||||||||
Michael Kirton(5) | | | $ | 0 | | | | $ | 0 | | | | $ | 0 | | |
| | | Beneficial Ownership | | | | Beneficial Ownership | | ||||||||||||||||||
Name and Address of Beneficial Owner(1) | | �� | Number of Shares | | Percentage | | | Number of Shares | | Percentage | | |||||||||||||||
Directors and Officers | | | | | | | | | | | | | | | | | | | | | | | ||||
Nicolas Finazzo | | | | 2,932,249(2) | | | | | 5.7% | | | | | | 3,390,846(2) | | | | | 6.6% | | | ||||
Robert B. Nichols | | | | 2,828,886(3) | | | | | 5.5% | | | | | | 3,137,483(3) | | | | | 6.1% | | | ||||
Gary Jones | | | | 1,252(4) | | | | | * | | | | | | 39,874 | | | | | * | | | ||||
Eric J. Zahler | | | | 1,998,219(5)(6) | | | | | 3.9% | | | | | | 1,378,455(4) | | | | | 2.7% | | | ||||
Sai S. Devabhaktuni | | | | 1,998,219(5)(6) | | | | | 3.9% | | | | | | 1,378,455(4) | | | | | 2.7% | | | ||||
Richard J. Townsend | | | | 1,998,219(5)(6) | | | | | 3.9% | | | | | | 1,378,455(4) | | | | | 2.7% | | | ||||
C. Robert Kehler | | | | 21,000 | | | | | * | | | |||||||||||||||
General C. Robert Kehler | | | | 25,070 | | | | | * | | | |||||||||||||||
Jonathan Seiffer | | | | 27,984,740(7) | | | | | 54.2% | | | | | | 17,569,821(5) | | | | | 34.3% | | | ||||
Peter Nolan | | | | 6,000(8) | | | | | * | | | | | | 10,070(6) | | | | | * | | | ||||
Michael Kirton | | | | 27,984,740(7) | | | | | 54.2% | | | | | | 17,569,821(5) | | | | | 34.3% | | | ||||
All Directors and Officers as a Group (16 individuals) | | | | 35,933,674 | | | | | 69.5% | | | |||||||||||||||
Green Equity Investors CF, L.P., Green Equity Investors Side CF, L.P., LGP Associates CF LLC, GEI Capital CF, LLC, Leonard Green & Partners, L.P., LGP Management, Inc., Peridot Coinvest Manager LLC | | | | 27,984,740(7) | | | | | 54.2% | | | |||||||||||||||
Lt. General Judith A. Fedder | | | | — | | | | | — | | | |||||||||||||||
Andrew Levy | | | | — | | | | | — | | | |||||||||||||||
All Directors and Officers as a Group (17 individuals) | | | | 25,900,848 | | | | | 50.6% | | | |||||||||||||||
Green Equity Investors, CF, LP; Green Equity Investors Side CF, LP; LGP Associates CF, LLC | | | | 17,569,821(5) | | | | | 34.3% | | | |||||||||||||||
George P. Bauer Revocable Trust, dated 7/20/1990 and Greg P. Bauer | | | | 2,858,202(9) | | | | | 5.5% | | | | | | 3,392,344(7) | | | | | 6.6% | | | ||||
AltraVue Capital, LLC | | | | 3,120,765(8) | | | | | 6.1% | | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | |
Plan Category: | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | | | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | |||||||||
Equity compensation plans approved by security holders(1) | | | | | 2,438,611(2) | | | | | | 11.22 | | | | | | 1,262,894(3) | | |
Total | | | | | 2,438,611 | | | | | | 11.22 | | | | | | 1,262,894 | | |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | |
| | | Three months ended December 31, | | | Twelve months ended December 31, | | ||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | % of Total Revenue | | | 2020 | | | % of Total Revenue | | | 2021 | | | % of Total Revenue | | | 2020 | | | % of Total Revenue | | ||||||||||||||||||||||||
Reported Net Income/(Loss) | | | | | 11,185 | | | | | | 9.6% | | | | | | 253 | | | | | | 0.5% | | | | | | 36,115 | | | | | | 10.6% | | | | | | 8,094 | | | | | | 3.9% | | |
Addbacks: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Inventory Write-Off | | | | | 1,640 | | | | | | 1.4% | | | | | | — | | | | | | 0.0% | | | | | | 6,416 | | | | | | 1.9% | | | | | | 15,924 | | | | | | 7.6% | | |
Loss on Investment | | | | | 5,421 | | | | | | 4.6% | | | | | | — | | | | | | 0.0% | | | | | | 5,421 | | | | | | 1.6% | | | | | | — | | | | | | 0.0% | | |
Change in FV of Warrant Liability | | | | | 210 | | | | | | 0.2% | | | | | | 388 | | | | | | 0.8% | | | | | | 2,945 | | | | | | 0.9% | | | | | | 388 | | | | | | 0.2% | | |
Stock Compensation | | | | | 3,822 | | | | | | 3.3% | | | | | | 1,042 | | | | | | 2.1% | | | | | | 12,721 | | | | | | 3.7% | | | | | | 1,042 | | | | | | 0.5% | | |
Transaction Costs | | | | | — | | | | | | 0.0% | | | | | | (1,869) | | | | | | (3.8%) | | | | | | — | | | | | | 0.0% | | | | | | (1,436) | | | | | | (0.7%) | | |
Adjusted Net Income (loss) | | | | | 22,278 | | | | | | 19.1% | | | | | | (186) | | | | | | -0.4% | | | | | | 63,618 | | | | | | 18.7% | | | | | | 24,012 | | | | | | 11.5% | | |
Interest Expense | | | | | 230 | | | | | | 0.2% | | | | | | 338 | | | | | | 0.7% | | | | | | 980 | | | | | | 0.3% | | | | | | 1,645 | | | | | | 0.8% | | |
Income Tax Expense (Benefit) | | | | | 2,922 | | | | | | 2.5% | | | | | | (870) | | | | | | (1.8%) | | | | | | 11,659 | | | | | | 3.4% | | | | | | 1,650 | | | | | | 0.8% | | |
Depreciation and Amortization | | | | | 3,130 | | | | | | 2.7% | | | | | | 3,710 | | | | | | 7.5% | | | | | | 12,998 | | | | | | 3.8% | | | | | | 24,223 | | | | | | 11.6% | | |
Adjusted EBITDA | | | | | 28,561 | | | | | | 24.5% | | | | | | 2,992 | | | | | | 6.1% | | | | | | 89,255 | | | | | | 26.2% | | | | | | 51,530 | | | | | | 24.7% | | |
Reported Diluted EPS | | | | | 0.21 | | | | | | | | | | | | 0.06 | | | | | | | | | | | | 0.76 | | | | | | | | | | | | 7.39 | | | | | | | | |
Addbacks: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Inventory Write-Off | | | | | 0.03 | | | | | | | | | | | | — | | | | | | | | | | | | 0.14 | | | | | | | | | | | | 14.54 | | | | | | | | |
Loss on Related Party Investment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0.11 | | | | | | | | | | | | — | | | | | | | | |
Change in FV of warrant liability | | | | | 0.00 | | | | | | | | | | | | 0.09 | | | | | | | | | | | | 0.06 | | | | | | | | | | | | 0.35 | | | | | | | | |
Stock-based compensation | | | | | 0.07 | | | | | | | | | | | | 0.24 | | | | | | | | | | | | 0.27 | | | | | | | | | | | | 0.95 | | | | | | | | |
Transaction Costs | | | | | — | | | | | | | | | | | | (0.44) | | | | | | | | | | | | — | | | | | | | | | | | | (1.31) | | | | | | | | |
Adjusted Diluted EPS | | | | | 0.31 | | | | | | | | | | | | (0.05) | | | | | | | | | | | | 1.34 | | | | | | | | | | | | 21.92 | | | | | | | | |