ASLE replaces cash bonus with stock-heavy pay; ~64% tied to long-term performance

Rhea-AI Filing Summary

AerSale Corporation's board approved a change to CEO Nicolas Finazzo's pay structure effective August 6, 2025, shifting compensation heavily toward equity to better align incentives with long-term stock performance. Mr. Finazzo will forego any annual incentive cash bonus that had been targeted at 100% of his base salary. In place of that cash opportunity, his annual target equity grants are increased from 300% to 600% of base salary, apportioned 50% performance stock units, 25% restricted stock units, and 25% stock options under the company's equity plan. The company states that about 64% of his total annual target direct compensation will now depend on long-term company performance.

Positive

• CEO equity target doubled to 600% of base salary, increasing long-term alignment with shareholders
• Approximately 64% of total target compensation will be tied to long-term company performance
• Shift from cash to equity reduces immediate cash bonus payouts and links pay to sustained stock performance

Negative

• CEO will forgo the annual cash bonus previously targeted at 100% of base salary
• Majority of compensation tied to equity, increasing CEO pay sensitivity to share-price volatility

Insights

Compensation Analyst

TL;DR CEO pay is reweighted from cash to stock, doubling target equity and tying most pay to long-term performance.

This modification replaces a cash bonus opportunity (previously targeted at 100% of base pay) with materially larger equity awards (now 600% of base pay). The award mix—50% performance stock units, 25% restricted stock units and 25% options—focuses pay delivery on future share-price and performance outcomes, increasing alignment between management and long-term shareholders. For investors, the change reduces near-term cash outflow risk but increases sensitivity of CEO compensation to share volatility.

Corporate Governance Expert

TL;DR The board tightened pay-for-performance alignment but concentrated CEO compensation risk in equity.

Shifting roughly 64% of target compensation toward long-term stock-linked awards signals a governance choice to prioritize shareholder alignment. The elimination of an annual cash bonus removes a formulaic short-term payout and increases reliance on plan-based performance metrics and equity vesting conditions. This approach can strengthen incentives for sustained value creation but also raises questions about retention, equity dilution and how performance metrics will be measured and enforced under the equity plan documents.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (date of earliest event reported): August 6, 2025

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AERSALE CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	001-38801	84-3976002
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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9850 NW 41^st Street, Suite 400

Doral, FL 33178

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(Address of principal executive offices, including zip code)

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Registrant’s telephone number, including area code:

(305) 764-3200

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Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

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	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
​	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
​	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
​	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	ASLE	The Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On August 6, 2025, the Board of Directors of AerSale Corporation (the “Company”) approved a modification of the compensation structure for Nicolas Finazzo, the Company’s Chief Executive Officer and Chairman, effective August 6, 2025, to better align his incentive compensation with the long-term performance of the Company’s stock price. This modification includes Mr. Finazzo foregoing any annual incentive cash bonus opportunity commencing with fiscal 2025, which was previously targeted at 100% of his base salary, in consideration of increasing his annual target equity grants from 300% of his current base salary to 600% of his current base salary commencing with his target equity grants for 2025. Such modified target equity grants are apportioned 50% in performance stock units, 25% in restricted stock units, and 25% in stock options and are subject to the terms and conditions as set forth in the AerSale Corporation 2020 Equity Incentive Plan, as amended, and the applicable equity award agreements. Based on this modification, approximately 64% of Mr. Finazzo’s total annual target direct compensation will be dependent upon the Company’s long-term performance.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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	AERSALE CORPORATION
Date: August 12, 2025	By:	/s/ Martin Garmendia
	Name:	Martin Garmendia
	Title:	Chief Financial Officer and Treasurer ​
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FAQ

What change did AerSale (ASLE) make to the CEO's compensation?

The CEO will forego an annual cash bonus previously targeted at 100% of base salary and have his target equity grants increased from 300% to 600% of base salary.

How are the new equity grants for AerSale's CEO apportioned?

The target equity grants are apportioned 50% performance stock units (PSUs), 25% restricted stock units (RSUs), and 25% stock options.

How much of the CEO's pay is tied to long-term performance?

Based on the modification, approximately 64% of the CEO's total annual target direct compensation will depend on long-term company performance.

When does the compensation modification take effect?

The modification is effective August 6, 2025.

Under what plan are the equity awards granted?

The awards are subject to the terms of the AerSale Corporation 2020 Equity Incentive Plan, as amended, and applicable award agreements.