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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 effect on this proposal. | |
Proposal 2: | |||||||
| | 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 non-votes on this proposal. | |
| | | 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 | | | | | | ||
Jonathan Seiffer | | | | | Director | | |
Peter Nolan | | | |||||
| | Director | | ||||
General C. Robert Kehler | | | | | Director | | |
Lt. General Judith Fedder | | | | | Director | | |
Andrew Levy | | | | | 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 | |
Jonathan Seiffer | | |||
Age: Position: Director | | | Jonathan Seiffer has served on our Board since December 2020. Mr. Seiffer currently serves as Senior Partner with Leonard Green & Partners, L.P. (“Leonard Green”), a private equity firm that is one of AerSale Corporation’s significant stockholders, which he joined in 1994. Before joining Leonard Green, he worked in corporate finance at Donaldson, Lufkin & Jenrette. Mr. Seiffer currently serves on the boards of Signet Jewelers Limited (NYSE: SIG), Authentic Brands Group, Caliber Collision Centers, Mister Car Wash, Inc. (NYSE: MCW), SRS Distribution, Mariner Wealth Advisors, Parts Town, West Shore Home and Sun Auto. Mr. Seiffer graduated Summa Cum Laude from the University of Pennsylvania in 1993 with a BSE degree with concentrations in Finance and Management and a BAS degree with a concentration in Systems Engineering. Mr. Seiffer brings particular knowledge and experience in finance, and broad-based experience in the leadership of distribution businesses. Mr. Seiffer also brings to the Board significant strategic leadership, experience in the investment industry and valuable global business perspective. | |
| PROPOSALS TO BE VOTED ON | |
Peter Nolan | | |||
Age: Position: Director | | | Peter Nolan has served on our Board since December 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 until the business combination merger with AerSale in December 2020. He has 43 years of leadership, strategy and governance experience related to military operations of the United States of America. General Kehler currently serves on the board of directors of 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 | |
Lt. General Judith A. Fedder | | |||
Age: Position: Director | | | General Fedder has served on our Board since July 1, 2022. At the time of her retirement after nearly 35 years of active duty Air Force service, General Fedder served as Deputy Chief of Staff for Logistics, Installations and Mission Support, Headquarters U.S. Air Force, Washington, D.C. In that role, she was responsible to the Air Force Chief of Staff for leadership, management and integration of Air Force logistics readiness, aircraft, munitions, and missile maintenance, with emphasis on combat readiness and weapon system availability. Her portfolio also included setting policy and preparing budget estimates for Air Force civil engineering and security forces functions. Following her military career, General Fedder was a Senior Director at The Boeing Company for Global Sales and Marketing, Integrated Logistics, Boeing Defense. In that role, she secured capture of after-market services for military fighter and helicopter platforms and supply chain. She is currently a Senior Advisor at the Boston Consulting Group. General Fedder is a member of the Board of Directors of General Fedder graduated from Michigan State University in 1980 with a Bachelor of Science degree and holds an MBA from the Florida Institute of Technology. She is also a distinguished graduate of the Air Force Reserve Officer Training Corps program, and her active duty career included leading and commanding aircraft maintenance units. General Fedder served as the Sub-Unified Commander of U.S. Forces Azores and commanded the 76th Maintenance Wing aircraft depot at Tinker AFB, Oklahoma, leading over 9,000 employees in the maintenance, repair, and overhaul of military aircraft, engines, and components. General Fedder brings to the Board over 35 years of leadership and governance experience in aeronautical government and defense contracting and logistics. | |
Andrew Levy | | |||
Age: Position: Director | | | Mr. Levy has served on our Board since April 15, 2023. Mr. Levy is the founder, Chairman and Chief Executive Officer of Avelo Airlines. Prior to launching Avelo Airlines in 2021, Mr. Levy was a co-founder, President and Chief Financial Officer at Allegiant Travel Company (Nasdaq: ALGT). Following his tenure at Allegiant, Mr. Levy served as Chief Financial Officer for United Airlines (NYSE: UAL) from August 2016 until May 2018. Mr. Levy has been a member of the board of directors at Copa Holdings, S.A. (NYSE: CPA) since 2016, a leading Latin American airline, and has served on the audit committee. Mr. Levy started his aviation career as the Director of Contracts at ValueJet Airlines and also served as Vice President of Savoy Capital, an aviation focused investment and advisory firm, and Vice President of Network Development and Planning at Mpower Communications, a telecommunications company. Mr. Levy earned a BA degree in Economics from Washington University in St. Louis and a Juris Doctorate degree from Emory University School of Law. Mr. Levy brings to the Board just under three decades of corporate and entrepreneurial experience in the aviation and telecommunications | |
| 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 | | | | $ | — | | | | | | — | | | | | $ | — | | | | | |
| | | 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 | | 2022 | | 2021 | | | 2023 | | 2022 | | ||||||||||||||||
Audit Fees | | | $ | 912,252 | | | | $ | 703,000 | | | | | $ | 943,610 | | | | $ | 912,252 | | | ||||
Audit-Related Fees | | | $ | — | | | | $ | 17,000 | | | | | $ | — | | | | $ | — | | | ||||
Tax Fees | | | $ | 65,469 | | | | $ | 153,430 | | | | | $ | 71,397 | | | | $ | 65,469 | | | ||||
All Other Fees | | | $ | — | | | | $ | 41,000 | | | | | $ | — | | | | $ | — | | | ||||
Total Fees | | | $ | 977,721 | | | | $ | 914,430 | | | | | $ | 1,015,007 | | | | $ | 977,721 | | |
Name | | | Age | | | Position | |
Nicolas Finazzo(1) | | | | | Chairman, Chief Executive Officer | ||
| |||||||
Martin Garmendia | | | | | Chief Financial Officer and Treasurer | | |
Gary Jones | | | | | Chief Operating Officer and Division President Airframe and Engine Materials | | |
Basil Barimo | | | 58 | | | Division President, | |
Craig Wright | | | 55 | | | Division President, Aircraft & Engine Management | |
Iso Nezaj(6) | | | 68 | | | Chief Product Development Officer | |
James Fry(7) | | | | | Executive Vice President, General Counsel & Corporate Secretary | | |
Ben Tschirhart(8) | | | 47 | | | Division President, Engineered Solutions | |
| | | | |
| CURRENT EXECUTIVE OFFICERS | |
| CORPORATE GOVERNANCE | |
| CORPORATE GOVERNANCE | |
| CORPORATE GOVERNANCE | |
| CORPORATE GOVERNANCE | |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE | |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE | |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE | |
Board Diversity Matrix (As of April 28, 2023) | | |||||||||||||||||||||||||||||||||||||||||||||||||
Board Diversity Matrix (As of April 23, 2024) | Board Diversity Matrix (As of April 23, 2024) | | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Number of Directors | | 11 | | | 7 | | ||||||||||||||||||||||||||||||||||||||||||||
| | | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | | | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | ||||||||||||||||||||||||||||||
Part I: Gender Identity | Part I: Gender Identity | | Part I: Gender Identity | | ||||||||||||||||||||||||||||||||||||||||||||||
Directors | | | | 1 | | | | | 10 | | | | | — | | | | | — | | | | | | 1 | | | | | 6 | | | | | — | | | | | — | | | ||||||||
Part II: Demographic Background | Part II: Demographic Background | | Part II: Demographic Background | | ||||||||||||||||||||||||||||||||||||||||||||||
African American or Black | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
Alaskan Native or Native American | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
South Asian | | | | — | | | | | 1 | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
Hispanic or Latinx | | | | — | | | | | 1 | | | | | — | | | | | — | | | | | | — | | | | | 1 | | | | | — | | | | | — | | | ||||||||
Native Hawaiian or Pacific Islander | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
White | | | | 1 | | | | | 8 | | | | | — | | | | | — | | | | | | 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) | |
Nicolas Finazzo | | | | | | | | | | | | X | |
General C. Robert Kehler | | | | | | X | | | | | | | |
Peter Nolan | | | X | | | | | | X | | | | |
Jonathan Seiffer | | | | | | Chair | | | Chair | | | X | |
| | Chair(2) | | | | | | | | | | | |
| | X | | | |||||||||
X | |||||||||||||
| | | | | | |
| COMMITTEES OF THE BOARD | |
| COMMITTEES OF THE BOARD | |
| EXECUTIVE AND DIRECTOR COMPENSATION | |
Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Stock Awards ($) | | Non-Equity Incentive Plan Compensation ($)(1) | | All Other Compensation ($)(2) | | Total ($) | | | Year | | Salary ($) | | Bonus ($)(1) | | Stock Awards ($) | | Non-Equity Incentive Plan Compensation ($)(2) | | All Other Compensation ($)(3) | | Total ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nicolas Finazzo Chairman, Chief Executive Officer and Division President, TechOps | | | | | 2022 | | | | | 1,000,000 | | | | | | | | | | — | | | | | 280,000 | | | | | 66,568 | | | | | 1,346,568 | | | |||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | | 1,005,769 | | | | | | | | | | — | | | | | 280,000 | | | | | 61,780 | | | | | 1,347,549 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||
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 | | | | | 2022 | | | | $ | 350,000 | | | | | | | | | | — | | | | | 175,000 | | | | | 33,463 | | | | | 558,463 | | | |||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | $ | 350,000 | | | | | | | | | | — | | | | | 350,000 | | | | | 26,273 | | | | | 726,273 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||
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 | |
| | | Target/Maximum(1) | | | 2022 Non-Equity Cash Incentive | | |||
Nicolas Finazzo(2) | | | 100%/200% | | | | $ | 280,000 | | |
Robert B. Nichols(3) | | | 100%/200% | | | | $ | 500,000 | | |
Gary Jones(4) | | | 50%/100% | | | | $ | 175,000 | | |
| EXECUTIVE AND DIRECTOR COMPENSATION | |
Name | | | 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(2) | | | | | 800,000 | | | | | $ | 12,976,000 | | |
Robert Nichols(3) | | | | | 500,000 | | | | | $ | 8,110,000 | | |
Gary Jones | | | | | 133,334 | | | | | $ | 2,162,677 | | |
| 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 | | |
Richard Townsend(3) | | | | $ | 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 | | |
Lt. General Judith Fedder(4) | | | | $ | 25,000 | | | | | $ | 30,000 | | | | | $ | 55,000 | | |
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 | | | | | 3,390,846(2) | | | | | | 6.6% | | |
Robert B. Nichols | | | | | 3,137,483(3) | | | | | | 6.1% | | |
Gary Jones | | | | | 39,874 | | | | | | * | | |
Eric J. Zahler | | | | | 1,378,455(4) | | | | | | 2.7% | | |
Sai S. Devabhaktuni | | | | | 1,378,455(4) | | | | | | 2.7% | | |
Richard J. Townsend | | | | | 1,378,455(4) | | | | | | 2.7% | | |
General C. Robert Kehler | | | | | 25,070 | | | | | | * | | |
Jonathan Seiffer | | | | | 17,569,821(5) | | | | | | 34.3% | | |
Peter Nolan | | | | | 10,070(6) | | | | | | * | | |
Michael Kirton | | | | | 17,569,821(5) | | | | | | 34.3% | | |
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 | | | | | 3,392,344(7) | | | | | | 6.6% | | |
AltraVue Capital, LLC | | | | | 3,120,765(8) | | | | | | 6.1% | | |
| | | 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 | | | 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) | | | | | | 532,399(2) | | | | $ | 14.82 | | | | | 3,404,137(3) | | | ||||||
Equity compensation plans not approved by security holders | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||
Total | | | | 2,438,611 | | | | | 11.22 | | | | | 1,262,894 | | | | | | 532,399 | | | | $ | 14.82 | | | | | 3,404,137 | | |