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StandardAero sets CEO succession and confirms 2026 outlook

StandardAero, Inc. announced a planned leadership transition, appointing current Lead Independent Director Paul McElhinney as Chief Executive Officer effective October 1, 2026.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

StandardAero, Inc. announced a planned leadership transition, appointing current Lead Independent Director Paul McElhinney as Chief Executive Officer effective October 1, 2026. He will also become Chairman on January 1, 2027, succeeding Russell Ford, who will retire as CEO on the CEO transition date and later step down as Chairman while remaining a director.

Ford entered a transition agreement that preserves eligibility for a 2026 annual bonus and provides continued or accelerated vesting of his existing equity awards, subject to employment, restrictive covenants and a release of claims. McElhinney’s new employment agreement includes a $1.1 million base salary, a 125% target annual bonus, significant option and RSU grants tied to the company’s share price, and severance protections that increase in connection with a change in control. The company also confirmed its full-year 2026 guidance previously released on May 7, 2026.

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Insights

StandardAero outlines an orderly CEO succession with defined pay and protection terms.

StandardAero is executing a structured CEO handoff from Russell Ford to Paul McElhinney, with clear dates for CEO and Chairman transitions through January 1, 2027. Ford remains Executive Chairman through year-end 2026, supporting continuity on the board and in management oversight.

The company details Ford’s transition agreement and McElhinney’s five-year employment contract, including base pay, bonus targets, equity grants and severance multiples of 1.5x or 2.0x salary plus target bonus depending on whether a change in control is involved. These terms define economic commitments but their impact depends on future performance and events.

StandardAero also confirms its full-year 2026 guidance previously issued in May, signaling no change to existing financial expectations tied to this leadership update. Future filings may provide more insight into how the new CEO’s tenure aligns with operational and financial results for the period ending December 31, 2026.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
CEO base salary $1,100,000 per year Initial annual base salary for Paul McElhinney under Employment Agreement
Target annual bonus 125% of base salary Target bonus opportunity for McElhinney, pro-rated for 2026
Initial option grant value $15,000,000 Option value divided by fair market value per share on grant date
Initial RSU grant value $5,000,000 RSUs determined by dividing by share fair market value on grant date
Ongoing equity target 500% of base salary Annual equity incentive target for McElhinney starting in 2027
Sign-on cash bonus $1,000,000 One-time cash sign-on bonus to McElhinney, subject to repayment conditions
Standard severance multiple 1.5x salary plus target bonus Cash Payment on Qualifying Termination not tied to change in control
Change-in-control severance 2.0x salary plus target bonus Enhanced Cash Payment for Qualifying Termination near a change in control
Qualifying Termination financial
"Under the terms of the Employment Agreement, in the event of a termination by the Company other than for cause or by Mr. McElhinney for good reason ... (a “Qualifying Termination”)"
change in control financial
"upon a Qualifying Termination that occurs within 24 months following, or six months prior to (and in connection with) a change in control, the Cash Payment shall be increased"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
restricted stock units financial
"each award of restricted stock units and options to purchase shares of the Company’s common stock ... shall ... become fully vested upon the Separation Date"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
non-competition financial
"subject to Mr. Ford’s continued compliance with any non-competition, non-solicitation, and other restrictions to which he is subject"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
forward-looking statements regulatory
"This ... contains forward-looking statements that involve substantial risks and uncertainties."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
safe harbor provisions regulatory
"intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934"
Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.

FAQ

What leadership changes did StandardAero (SARO) announce in this 8-K?
StandardAero announced that Paul McElhinney will become Chief Executive Officer on October 1, 2026 and Chairman on January 1, 2027, succeeding Russell Ford. Ford will retire as CEO, serve as Executive Chairman through December 31, 2026, then continue as a director thereafter.

When will Russell Ford retire as CEO and Chairman of StandardAero (SARO)?
Russell Ford will retire as Chief Executive Officer on October 1, 2026 and as Chairman on January 1, 2027. He will stay on as Executive Chairman through December 31, 2026 and then continue serving as a member of the board of directors.

What are the key pay terms in Paul McElhinney’s StandardAero (SARO) employment agreement?
Paul McElhinney’s agreement provides a $1,100,000 annual base salary and a target annual bonus of 125% of salary, pro-rated for 2026. He will also receive option awards valued at $15,000,000 and RSUs valued at $5,000,000, both vesting over four years after the CEO transition date.

What severance protections does Paul McElhinney have at StandardAero (SARO)?
If terminated by the company without cause or he resigns for good reason, McElhinney receives 1.5 times salary plus target bonus, a prorated bonus, and up to 18 months of COBRA premiums. If this occurs around a change in control, the cash multiple increases to 2.0 times salary plus target bonus.

How are Russell Ford’s equity awards treated under his StandardAero (SARO) transition agreement?
Ford’s outstanding restricted share awards remain outstanding and can continue to vest as if he stayed employed. His outstanding unvested restricted stock units and stock options become fully vested on his separation date, subject to continued service, covenants, and execution of a release of claims.

Did StandardAero (SARO) change its 2026 financial guidance in this filing?
No, StandardAero confirmed its full-year 2026 guidance previously released on May 7, 2026. The company stated that, as of June 2, 2026, it continues to expect the same results outlook for the fiscal year ending December 31, 2026 described in that earlier guidance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0002025410 0002025410 2026-06-01 2026-06-01
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2026

 

 

StandardAero, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-42298   30-1138150

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

6710 North Scottsdale Road, Suite 250  
Scottsdale, Arizona   85253
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code:

(480) 377 3100

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

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

 

  ☐

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))

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

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common stock, par value $0.01 per share   SARO   The New York Stock Exchange

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).

Emerging growth company ☐

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. ☐

 

 
 

Item 5.02.

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

Chief Executive Officer Transition

On June 2, 2026, StandardAero, Inc. (the “Company”) announced that the Board of Directors (the “Board”) appointed Paul McElhinney, a 35-year industry veteran and the Company’s current Lead Independent Director, as Chief Executive Officer, effective as of October 1, 2026 (the “CEO Transition Date”). Mr. McElhinney succeeds Russell Ford, who informed the Board of his decision to retire as Chief Executive Officer, effective as of the CEO Transition Date, and as Chairman of the Board, effective as of January 1, 2027 (the “Chairman Transition Date”).

Mr. Ford will work closely with Mr. McElhinney to facilitate a seamless leadership transition and will continue to serve as Executive Chairman of the Board through December 31, 2026. Mr. McElhinney will become Chairman of the Board effective as of the Chairman Transition Date, and Mr. Ford will continue to serve as a director thereafter. Mr. Ford’s employment with the Company and its affiliates will terminate on December 31, 2026 or such earlier date as determined by the Company or Mr. Ford (the actual date of such termination, the “Separation Date”).

Biographical information for Mr. McElhinney, age 65, can be found on page 11 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026 and is incorporated herein by reference. There are no arrangements or understandings between Mr. McElhinney and any other person pursuant to which he was selected to serve as Chief Executive Officer. There are no family relationships between Mr. McElhinney and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. There are no relationships involving Mr. McElhinney that are required to be reported pursuant to Item 404(a) of Regulation S-K.

Ford Transition Agreement

In connection with this transition, Mr. Ford entered into a transition agreement (the “Transition Agreement”). The Transition Agreement provides that Mr. Ford will remain eligible to receive an amount in cash equal to the annual bonus for 2026, calculated based on actual performance and payable in a lump sum at the time annual performance bonuses for 2026 are paid to other executives. Additionally, the Company agreed to amend the terms of incentive equity awards previously granted to Mr. Ford as follows: (i) each outstanding and unvested award of restricted shares previously granted to Mr. Ford shall, to the extent outstanding and unvested as of the Separation Date, remain outstanding and eligible to vest following Mr. Ford’s termination as if he remained employed; and (ii) each award of restricted stock units and options to purchase shares of the Company’s common stock, in each case previously granted to Mr. Ford, shall, to the extent outstanding and unvested as of the Separation Date, become fully vested upon the Separation Date. These benefits are subject to Mr. Ford’s continued compliance with any non-competition, non-solicitation, and other restrictions to which he is subject, his continued employment through December 31, 2026 (or earlier termination by the Company without cause) and the effectiveness of a release of claims through the Separation Date.

The foregoing description of the Transition Agreement is not complete and is qualified in its entirety by reference to the Transition Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.

McElhinney Employment Agreement

On June 1, 2026, the Company and Mr. McElhinney entered into an employment agreement (the “Employment Agreement”), pursuant to which Mr. McElhinney shall serve as Chairman and Chief Executive Officer. The Employment Agreement provides for an initial five-year term, which is subject to automatic renewal for successive one-year periods unless timely notice of non-renewal is provided by either party.

The Employment Agreement provides that Mr. McElhinney will receive an initial annual base salary of $1,100,000 and an annual performance bonus opportunity targeted at 125% of his base salary (which will be pro-rated for 2026). In connection with the entry into the Employment Agreement, Mr. McElhinney will receive (i) an option (the “Option”) under the Company’s 2024 Incentive Award Plan (as amended and/or restated, the “Plan”) to purchase a number of shares of the Company’s common stock equal to (x) $15,000,000 divided by (y) the per share fair market value of the Company’s common stock on the date of grant, as determined in accordance with the Plan (“FMV”), at an exercise price per share equal to the FMV on the date of grant, which is scheduled to vest in four equal annual installments following the CEO Transition Date,

and (ii) a number of restricted stock units (the “RSUs”) equal to (x) $5,000,000 divided by (y) the FMV on the date of grant, which are scheduled to vest in four equal annual installments following the CEO Transition Date. Both the Option and the RSUs will be granted pursuant to, and subject to the terms and conditions of, the Plan and an award agreement thereunder. Mr. McElhinney will also be eligible to receive equity incentive awards on an annual basis beginning in 2027 that will be initially targeted at 500% of his base salary (with the award granted in 2027 being pro-rated to reflect Mr. McElhinney’s partial year of employment in 2026). Pursuant to the Employment Agreement, Mr. McElhinney is also entitled to certain payments to facilitate his relocation to Arizona (along with an additional payment in respect of federal and state income taxes) and a one-time cash sign-on bonus of $1,000,000, which are each subject to repayment in certain circumstances.

Under the terms of the Employment Agreement, in the event of a termination by the Company other than for cause or by Mr. McElhinney for good reason (or if the Employment Agreement is terminated by the Company prior to the CEO Transition Date without cause), each as defined in the Employment Agreement (a “Qualifying Termination”), Mr. McElhinney will be entitled to receive the following payments and benefits: (i) a cash payment equal to 1.5 times the sum of (x) his then-current base salary and (y) his then-current target annual bonus (the “Cash Payment”), payable in a single lump sum; (ii) a prorated annual bonus for the year in which the termination occurs, calculated based on actual achievement of applicable performance goals; and (iii) Company-paid premiums for up to 18 months of continued medical, dental or vision coverage pursuant to COBRA, if elected. The Employment Agreement provides that, upon a Qualifying Termination that occurs within 24 months following, or six months prior to (and in connection with) a change in control, the Cash Payment shall be increased to 2.0 times the sum of Mr. McElhinney’s then-current base salary and his then-current target annual bonus. The vesting of equity awards granted to Mr. McElhinney are also subject to accelerated vesting upon certain terminations of employment.

Mr. McElhinney is also subject to a 24-month post-termination non-competition and non-solicitation restriction, as well as confidentiality, non-disparagement and intellectual property protection restrictions. Generally, Mr. McElhinney’s right to receive the foregoing termination payments and benefits is conditioned upon his execution of a general release of claims in the Company’s favor and compliance with certain restrictive covenants.

The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.

 

Item 7.01.

Regulation FD Disclosure.

As of June 2, 2026, the Company confirms its full year 2026 guidance previously released on May 7, 2026.

The information contained in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve substantial risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). In some cases, you can identify forward-looking statements by the words “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “future,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” or “would” and/or the negative of these terms, or other comparable terminology intended to identify statements about the future. They include statements regarding the expected timing and impact of the executive transition, the future composition of the Board of Directors, and our intentions, beliefs or current expectations concerning, among other things, results of operations for the fiscal year ended December 31, 2026. Forward-looking statements are inherently subject to risks, uncertainties and assumptions that are difficult to predict or quantify, including the factors described in our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the SEC. Forward-looking statements speak only as of the date of this Current Report on Form 8-K. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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.

 

      STANDARDAERO, INC.
Date: June 2, 2026     By:  

/s/ Michael Kaplan

      Michael Kaplan
      Chief Legal Officer

Source: View Original Filing on SEC EDGAR

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