AIR T INC
For the period ended Mar 31, 2025. Filed Jul 3, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 31, 2025 · Filed Jul 3, 2025
Contents
Pay Versus Performance
We are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance measures of the Company as required by SEC rules.
| Year | Summary compensation table total for PEO ($)(1) | Compensation actually paid to PEO ($)(2) | Average summary compensation table total for non-PEO named executive officers ($)(3) | Average compensation actually paid to non-PEO named executive officers ($)(4) | Value of initial fixed $100 investment based on Total shareholder return ($)(5) | Net income (loss) ($)(6) |
|---|---|---|---|---|---|---|
| 2025 | 50,000 | (431,907) | 266,861 | 190,076 | 76.13 | (5,411,000) |
| 2024 | 50,000 | (302,147) | 260,000 | 215,982 | 88.62 | (4,684,000) |
| 2023 | 50,000 | (30,368) | 343,000 | 332,954 | 110.11 | (11,785,000) |
(1) Reflects the amount reported in the “Total” column of the Summary Compensation Table for Mr. Swenson, the Company’s Principal Executive Officer (“PEO”), for each corresponding year. See “Executive Officer Compensation – Summary Compensation Table” for 2025 and 2024.
(2) The amounts reported in this column represent CAP for Mr. Swenson for each corresponding year computed as required by Item 402(v) of Regulation S-K. The reported amounts do not reflect the actual compensation earned by or paid to Mr. Swenson during any applicable year. To determine CAP, the adjustments below were made to Mr. Swenson’s total compensation.
| Year | Reported SummaryCompensation Table Total for PEO ($) | Less | Reported Value of Equity Awards ($)(a) | Plus | Equity Award Adjustments ($)(b) | Equals | CAP for PEO ($) |
|---|---|---|---|---|---|---|---|
| 2025 | 50,000 | - | 0 | + | (481,907) | = | (431,907) |
| 2024 | 50,000 | - | 0 | + | (352,147) | = | (302,147) |
| 2023 | 50,000 | - | 0 | + | (80,368) | = | (30,368) |
(a) Amounts reflect the grant date fair value of equity awards as reported in the “Option Awards” column in the Summary Compensation Table for the applicable year.
(b) The equity award adjustments were calculated in accordance with Item 402(v) of Regulation S-K and include: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted in the applicable year and vest in the same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for Mr. Swenson are as follows:
| Year | Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year($) | Change in Fair Value to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation($) | Total Equity Award Adjustments($) |
|---|---|---|---|---|---|---|---|
| 2025 | 0 | (477,971) | 0 | 0 | (3,937) | 0 | (481,907) |
| 2024 | 0 | (296,054) | 0 | 0 | (56,093) | 0 | (352,147) |
| 2023 | 0 | 375 | 0 | 0 | (80,743) | 0 | (80,368) |
(3)Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEO (excluding Mr. Swenson) for each corresponding year. See “Executive Officer Compensation – Summary Compensation Table” for 2025 and 2024. The name of the other NEO (excluding Mr. Swenson) included for purposes of calculating the average amounts in each of 2023 and 2024 is Brian Ochocki. The name of the other NEOs (excluding Mr. Swenson) included for purposes of calculating the average amounts in 2025 are Brian Ochocki and Tracy Kennedy.
(4)Amounts reported reflect CAP for the other NEO(s) (excluding Mr. Swenson), as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts reflect an average of the actual amount of compensation earned by or paid to the other NEO(s) (excluding Mr. Swenson) during the applicable year. The adjustments below were made to the average total compensation for the NEO(s) (excluding Mr. Swenson) for each year to determine the CAP for such year.
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs($) | Less | Average Reported Value of Equity Awards($) | Plus | Average Equity Award Adjustments($)(a) | Equals | Average CAP for Non-PEO NEOs($) |
|---|---|---|---|---|---|---|---|
| 2025 | 266,861 | - | 28,334 | + | (48,450) | = | 190,076 |
| 2024 | 260,000 | - | 0 | + | (44,018) | = | 215,982 |
| 2023 | 343,000 | - | 0 | + | (10,046) | = | 332,954 |
(a) See note (b) to footnote (2) above for an explanation of the equity award adjustments made in accordance with Item 402(v) of Regulation S-K. The amounts deducted or added in calculating the total average equity award adjustments for the other NEO(s) (excluding Mr. Swenson) are as follows:
| Year | Average Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year($) | Average Change in Fair Value to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation($) | Total AverageEquity AwardAdjustments($) |
|---|---|---|---|---|---|---|---|
| 2025 | 20,221 | (68,111) | 0 | 0 | (561) | 0 | (48,450) |
| 2024 | 0 | (37,007) | 0 | 0 | (7,012) | 0 | (44,018) |
| 2023 | 0 | 47 | 0 | 0 | (10,093) | 0 | (10,046) |
(5)The amounts reported in this column represent the Company’s cumulative TSR, which is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of the measurement period by the Company’s share price at the beginning of the measurement period.
(6)The amounts reported in this column represent net income (loss) reflected in the Company’s audited financial statements for the applicable year.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.