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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: Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024 | | | 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, | | |
Robert B. Nichols | | | | | | ||
| | | | Director | | ||
Peter Nolan | | | 65 | | | Director | |
General C. Robert Kehler | | | |||||
71 | | | Director | | |||
| | | | Director | | ||
Andrew Levy | | | 54 | | | Director | |
| PROPOSALS TO BE VOTED ON | |
Nicolas Finazzo | | |||
Age: Position: Chairman, Chief Executive Officer, | | | Nicolas Finazzo has served on our Board since December 2020. Mr. Finazzo 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: | | | Robert B. Nichols has served on our Board since December 2020. Mr. Nichols As one of our founders and | |
| ||||
Age: Position: Director | | | Mr. | |
| PROPOSALS TO BE VOTED ON | |
Peter Nolan | | |||
Age: 65 Position: Director | | | Peter Nolan has served on our Board since December 2020 and has served as our lead independent director since June 9, 2023. 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 previously served on the board of directors of Activision Blizzard, Inc., until it was acquired by Microsoft Corporation in October 2023, 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 graduated from the Dyson School of Applied Economics and Management, Cornell University and has an MBA from the Johnson College of Business, Cornell University. 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. | |
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. | |
| PROPOSALS TO BE VOTED ON | |
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Age: Position: Director | | | General Fedder is a member of the Board of Directors of the Institute for Defense & Business, a nonprofit education and research institute in Chapel Hill, NC. She also served as General Fedder brings to the | |
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Age: Position: Director | | | Mr. Mr. | |
| 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 | | | 2023 | | 2022 | | ||||||||||||||||
Audit Fees | | | $ | 703,000 | | | | $ | 640,000 | | | | | $ | 943,610 | | | | $ | 912,252 | | | ||||
Audit-Related Fees | | | $ | 17,000 | | | | $ | 135,000 | | | | | $ | — | | | | $ | — | | | ||||
Tax Fees | | | $ | 153,430 | | | | $ | 187,000 | | | | | $ | 71,397 | | | | $ | 65,469 | | | ||||
All Other Fees | | | $ | 41,000 | | | | $ | 111,000 | | | | | $ | — | | | | $ | — | | | ||||
Total Fees | | | $ | 914,430 | | | | $ | 1,073,000 | | | | | $ | 1,015,007 | | | | $ | 977,721 | | |
Name | | | Age | | | Position | |
Nicolas Finazzo(1) | | | | | Chairman, Chief Executive Officer | ||
| |||||||
Martin Garmendia | | | | | Chief Financial Officer and Treasurer | | |
Gary Jones(3) | | | 61 | | | Chief Operating Officer and Division President Airframe and Engine Materials | |
Basil Barimo(4) | | | | | Division President, MRO Services | | |
Craig Wright(5) | | | | | Division President, Aircraft & Engine Management | | |
| | ||||||
| | Chief | | ||||
James Fry | | | | | Executive Vice President, General Counsel | | |
Ben Tschirhart(8) | | | 47 | | | Division President, Engineered Solutions | |
Enrique Pizzi(9) | | | 52 | | | Chief Information Officer | |
| CURRENT EXECUTIVE OFFICERS | |
| CORPORATE GOVERNANCE | |
| CORPORATE GOVERNANCE | |
| CORPORATE GOVERNANCE | |
| CORPORATE GOVERNANCE | |
| |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE | |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE | |
Board Diversity Matrix (As of April 23, 2024) | | ||||||||||||||||||||||||
Total Number of Directors | | | 7 | | |||||||||||||||||||||
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | ||||||||||||
Part I: Gender Identity | | ||||||||||||||||||||||||
Directors | | | | | 1 | | | | | | 6 | | | | | | — | | | | | | — | | |
Part II: Demographic Background | | ||||||||||||||||||||||||
African American or Black | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alaskan Native or Native American | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
South Asian | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Hispanic or Latinx | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | |
Native Hawaiian or Pacific Islander | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
White | | | | | 1 | | | | | | 6 | | | | | | — | | | | | | — | | |
Two or More Races or Ethnicities | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | |
LGBTQ+ | | | — | | |||||||||||||||||||||
Did Not Disclose Demographic Background | | | — | |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE | |
Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | | Investment(1) | |
| | | | | | | | | | X | | ||
General C. Robert Kehler | | | | | | X | | | X | | | | |
Peter Nolan | | | X | | | | | | X | | | | |
Jonathan Seiffer | | | | | | Chair | | | Chair | | | X | |
| | Chair(2) | | | | | | | | | | | |
| | | | X | | | | | | | |
| 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 ($)(4) | | | Total ($) | | |||||||||||||||||||||
Nicolas Finazzo Chairman, Chief Executive Officer and Division President, TechOps | | | | | 2021 | | | | | | 1,005,769 | | | | | | | | | | | $ | 0 | | | | | | 280,000 | | | | | | 61,780 | | | | | | 1,347,549 | | |
| | | 2020 | | | | | | 500,000 | | | | | | | | | | | | | | | | | | 785,000 | | | | | | 52,515 | | | | | | 1,337,515 | | | ||
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 | | | ||
Gary Jones Division President Engineered Airframe and Engine Materials | | | | | 2021 | | | | | | 350,000 | | | | | | | | | | | $ | 0 | | | | | | 350,000 | | | | | | 27,273 | | | | | | 727,273 | | |
| | | 2020 | | | | | | 318,269 | | | | | | 14,583 | | | | | | | | | | | | 175,000 | | | | | | 18,665 | | | | | | 526,517 | | |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | | |||||||||||||||||||||
Nicolas Finazzo Chairman, Chief Executive Officer | | | | | 2023 | | | | | | 1,000,000 | | | | | | 2,480,000 | | | | | | — | | | | | | — | | | | | | 66,515 | | | | | | 3,546,515 | | |
| | | 2022 | | | | | | 1,000,000 | | | | | | | | | | | | — | | | | | | 280,000 | | | | | | 66,568 | | | | | | 1,346,568 | | | ||
Robert Nichols(4) Former Executive Vice Chairman and Division President Asset Management Solutions | | | | | 2023 | | | | | | 500,000 | | | | | | 215,000 | | | | | | — | | | | | | — | | | | | | 71,938 | | | | | | 571,938 | | |
| | | 2022 | | | | | | 500,000 | | | | | | | | | | | | | | | | | | 500,000 | | | | | | 54,836 | | | | | | 1,269,836 | | | ||
Martin Garmendia Chief Financial Officer & Treasurer | | | | | 2023 | | | | | | 399,038 | | | | | | 285,000 | | | | | | — | | | | | | — | | | | | | 21,238 | | | | | | 705,276 | | |
| EXECUTIVE AND DIRECTOR COMPENSATION | |
| | | 2021 Bonus Paid | | | Target(1) | | | Actual Achievement(1)(2) | | |||||||||
Nicolas Finazzo | | | | $ | 280,000 | | | | | | 100% | | | | | | 28.1% | | |
Robert B. Nichols | | | | $ | 790,000 | | | | | | 100% | | | | | | 158% | | |
Gary Jones | | | | $ | 350,000 | | | | | | 50% | | | | | | 100% | | |
| 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) | | ||||||
Nicolas Finazzo | | | | | 1,200,000 | | | | | $ | 21,288,000 | | |
Robert Nichols | | | | | 750,000 | | | | | $ | 13,305,000 | | |
Gary Jones | | | | | 200,000 | | | | | $ | 3,548,000 | | |
| EXECUTIVE AND DIRECTOR COMPENSATION | |
| EXECUTIVE AND DIRECTOR COMPENSATION | |
Name | | | 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 | | |
Peter Nolan | | | | $ | 50,000 | | | | | $ | 60,000 | | | | | $ | 110,000 | | |
Sai Devabhaktuni | | | | $ | 50,000 | | | | | $ | 60,000 | | | | | $ | 110,000 | | |
General C. Robert Kehler | | | | $ | 50,000 | | | | | $ | 60,000 | | | | | $ | 110,000 | | |
Jonathan Seiffer(5) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
Michael Kirton(5) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| | | Fees earned or paid in cash(1) | | | Stock awards(2)(3) | | | Total | | |||||||||
Peter Nolan | | | | $ | 129,192 | | | | | $ | 151,301 | | | | | $ | 280,494 | | |
Richard J. Townsend(4) | | | | $ | 84,760 | | | | | $ | 151,301 | | | | | $ | 236,061 | | |
General C. Robert Kehler | | | | $ | 68,962 | | | | | $ | 151,301 | | | | | $ | 220,263 | | |
Lt. General Judith Fedder | | | | $ | 67,846 | | | | | $ | 151,301 | | | | | $ | 219,148 | | |
Andrew Levy(5) | | | | $ | 54,959 | | | | | $ | 133,881 | | | | | $ | 188,840 | | |
Eric J. Zahler(6)(7)(8) | | | | $ | 33,173 | | | | | $ | 133,881 | | | | | $ | 167,054 | | |
Sai S. Devabhaktuni(7)(8) | | | | $ | 22,115 | | | | | $ | 133,881 | | | | | $ | 155,997 | | |
Jonathan Seiffer(9) | | | | | — | | | | | | — | | | | | | — | | |
Michael Kirton(8)(9) | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | $ | 461,007 | | | | | $ | 1,006,849 | | | | | $ | 1,467,856 | | |
| EXECUTIVE AND DIRECTOR COMPENSATION | |
Committee | | | Chair | | | Member | | ||||||
Audit | | | | $ | 17,500 | | | | | $ | 10,000 | | |
Compensation | | | | $ | 15,000 | | | | | $ | 7,000 | | |
Nominating & Governance | | | | $ | 10,000 | | | | | $ | 5,000 | | |
| | | Beneficial Ownership | | |||||||||
Name and Address of Beneficial Owner(1) | | �� | Number of Shares | | | Percentage | | ||||||
Directors and Officers | | | | | | | | | | | | | |
Nicolas Finazzo | | | | | 2,932,249(2) | | | | | | 5.7% | | |
Robert B. Nichols | | | | | 2,828,886(3) | | | | | | 5.5% | | |
Gary Jones | | | | | 1,252(4) | | | | | | * | | |
Eric J. Zahler | | | | | 1,998,219(5)(6) | | | | | | 3.9% | | |
Sai S. Devabhaktuni | | | | | 1,998,219(5)(6) | | | | | | 3.9% | | |
Richard J. Townsend | | | | | 1,998,219(5)(6) | | | | | | 3.9% | | |
C. Robert Kehler | | | | | 21,000 | | | | | | * | | |
Jonathan Seiffer | | | | | 27,984,740(7) | | | | | | 54.2% | | |
Peter Nolan | | | | | 6,000(8) | | | | | | * | | |
Michael Kirton | | | | | 27,984,740(7) | | | | | | 54.2% | | |
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% | | |
George P. Bauer Revocable Trust, dated 7/20/1990 and Greg P. Bauer | | | | | 2,858,202(9) | | | | | | 5.5% | | |
| | | Beneficial Ownership | | |||||||||
Name and Address of Beneficial Owner(1) | | | Number of Shares | | | Percentage | | ||||||
Directors and Named Executive Officers | | | | | | | | | | | | | |
Nicolas Finazzo | | | | | 4,444,204(2) | | | | | | 8.4% | | |
Robert B. Nichols | | | | | 3,449,233(3) | | | | | | 6.5% | | |
Martin Garmendia | | | | | 136,963 | | | | | | * | | |
General C. Robert Kehler | | | | | 28,805 | | | | | | * | | |
Lt. Gen. Judith A. Fedder | | | | | 10,212 | | | | | | * | | |
Peter Nolan(4) | | | | | 13,805 | | | | | | * | | |
Andrew Levy | | | | | 14,000 | | | | | | * | | |
Jonathan Seiffer | | | | | 9,569,821(5) | | | | | | 18.1% | | |
All Directors and Executive Officers as a Group (15 individuals) | | | | | 19,763,761 | | | | | | 37.3% | | |
Greater than 5% Stockholders | | | | | | | | | | | | | |
Green Equity Investors CF, LP, Green Equity Investors Side CF, LP, LGP Associates CF LLC, GEI Capital CF, LLC, Leonard Green & Partners, L.P., LGP Management, Inc. and Peridot Coinvest Manager, LLC. | | | | | 9,569,821(5) | | | | | | 18.1% | | |
George P. Bauer Revocable Trust, dated 7/20/1990 and Greg P. Bauer | | | | | 3,914,794(6) | | | | | | 7.4% | | |
AltraVue Capital, LLC | | | | | 3,539,618(7) | | | | | | 6.7% | | |
FMR LLC | | | | | 3,182,790(8) | | | | | | 6.0% | | |
| 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) | | | | | 532,399(2) | | | | | $ | 14.82 | | | | | | 3,404,137(3) | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 532,399 | | | | | $ | 14.82 | | | | | | 3,404,137 | | |
| | | 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 | | | | | | | | |