AAR CORP
For the period ended Sep 16, 2025. Filed Aug 5, 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.
Sep 16, 2025 · Filed Aug 5, 2025
Contents
Pay versus performance
The following table sets forth additional compensation information of our Principal Executive Officer (PEO) and our non-PEO NEOs along with total shareholder return, net income, and adjusted diluted earnings per share from continuing operations performance results for our fiscal years ended May 31, 2025, 2024, 2023, 2022 and 2021:
| Value of Initial Fixed $100 Investment Based On:5 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year1 | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO2, 3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs2, 3 ($) | Company Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($) | Adjusted Diluted Earnings per Share from Continuing Operations ($)6 |
| 2025 | 8,146,124 | 7,451,224 | 2,133,675 | 1,943,607 | 214.91 | 315.46 | 12,500,000 | 3.91 |
| 20244 | 7,865,450 | 16,870,229 | 2,167,868 | 3,457,905 | 351.96 | 243.30 | 46,300,000 | 3.33 |
| 2023 | 6,709,139 | 10,703,256 | 1,808,687 | 2,732,276 | 248.44 | 165.54 | 90,200,000 | 2.86 |
| 2022 | 12,327,343 | 13,416,164 | 1,793,579 | 2,238,871 | 239.07 | 149.29 | 78,700,000 | 2.38 |
| 2021 | 4,123,426 | 12,752,734 | 1,509,276 | 3,211,723 | 206.99 | 162.00 | 35,800,000 | 1.31 |
| 1 | For each year presented above except for 2024, the NEOs included in the compensation columns reflect John M. Holmes as our PEO and Sean M. Gillen, Jessica A. Garascia, Christopher A. Jessup, and Eric Pachapa as our non-PEOs. For 2024, Tracey Patterson was included in place of Eric Pachapa. |
| 2 | Fair value or change in fair value, as applicable, of equity awards in the “Actually Paid” columns was determined by reference to (1) for time-based restricted stock awards, closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price, (2) for performance-based restricted stock awards, the estimated payout used to recognize our expense in accordance with FASB ASC Topic 718 except using the closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price, and (3) for stock options, a Black-Scholes fair value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life equal to the original ratio of expected life relative to the ten year contractual life multiplied times the remaining life as of the applicable revaluation date, and in all cases based on updated volatility, risk free rates, and expected dividend rates determined as of the revaluation dates. |
| 3 | For the portion of “Actually Paid” compensation that is based on year-end stock prices, the following prices were used: 2025 - $61.41 (13.5% decrease from prior year), 2024 - $70.99 (41.7% increase from prior year), 2023 – $50.11 (3.9% increase from prior year), 2022 – $48.22 (15.5% increase from prior year), and 2021 – $41.75 (107.0% increase from prior year). |
| 4 | 2025 compensation “Actually Paid” to PEO and the average Actually Paid to non-PEOs reflects the following adjustments from Total compensation reported in the Summary Compensation Table: |
| PEO ($) · Average Non-PEO ($) | ||
|---|---|---|
| Total Reported in 2025 Summary Compensation Table (SCT) | 8,146,124 | 2,133,675 |
| Less, value of stock awards and option awards reported in SCT | (5,039,823) | (1,050,307) |
| Plus, year-end value of awards granted in fiscal year that are unvested and outstanding | 4,500,035 | 937,814 |
| Plus, change in fair value of prior year awards that are outstanding and unvested | 578,931 | 99,391 |
| Plus, change in fair value (from prior year-end) of prior year awards that vested this year | (734,043) | (176,966) |
| Total adjustments | (694,900) | (190,068) |
| Actual compensation paid for Fiscal Year 2025 | 7,451,224 | 1,943,607 |
| 5 | Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on June 1, 2020. Peer group TSR reflects the Company’s “2025 peer group” as reflected in our 2025 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K and “Fiscal Year 2025 peer group” in this proxy statement. The Fiscal Year 2025 peer group is the same as the Fiscal Year 2024 peer group except that it reflects the removal of Aerojet Rocketdyne Holdings, Inc. and Kaman Corporation and the addition of Air Lease Corporation, V2X, Inc., and VSE Corporation. The new peer group displayed is therefore different from our prior year proxy statement. The old peer group TSR amounts for the years ended May 31, 2025, 2024, 2023, 2022, and 2021 were $315.46, $236.45, $162.52, $145.93, and $158.75, respectively. |
| 6 | Adjusted diluted earnings per share from continuing operations, a non-GAAP financial measure, is our GAAP diluted earnings per share from continuing operations adjusted to exclude items of an unusual nature including but not limited to acquisition costs including integration and amortization expenses from recent acquisitions, business divestitures, workforce actions, subsidies and costs, impairment and exit charges, facility consolidation and repositioning costs, FCPA settlement and investigation costs, purchase accounting and legal settlements, strategic project costs, equity investments gains and losses, pension settlements, and significant customer events such as early terminations, contract restructurings, forward loss provisions and bankruptcies. We use this non-GAAP financial measure in our compensation structure as it illustrates our core operating performance unaffected by the impact of certain items that management does not believe are indicative of our ongoing and core operating activities. |
2025 Proxy Statement | 74
Required supplemental graphs showing relationship between:
Compensation actually paid (CAP) and Company total shareholder return (TSR)
The graph below illustrates the relationship between the CAP to our CEO and the other NEOs and the Company’s TSR during the period covered under the “Pay versus performance disclosure” above. The CAP figures shown below are calculated as required by SEC requirements, which include unvested and unpaid amounts. Each year of Company TSR reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on June 1, 2020. As shown in the “Pay versus performance disclosure” above and below in the Company TSR vs. Peer Group TSR graph, the value of $100 invested in the Peer Group on June 1, 2020 would be $162.00 at the end of Fiscal Year 2021, $149.29 at the end of Fiscal Year 2022, $165.54 at the end of Fiscal Year 2023, $243.30 at the end of Fiscal Year 2024, and $315.46 at the end of Fiscal Year 2025.
Compensation Actually Paid vs. Company TSR
Compensation actually paid (CAP) and net income
The graph below illustrates the relationship between the CAP to our CEO and the other NEOs and the Company’s net income during the period covered under the “Pay versus performance disclosure” above. The CAP figures shown below are calculated as required by SEC requirements, which include unvested and unpaid amounts.
Compensation Actually Paid vs. Net Income
75 |
Compensation actually paid (CAP) and adjusted diluted earnings per share from
continuing operations
The graph below illustrates the relationship between the CAP to our CEO and the other NEOs and the Company’s adjusted diluted earnings per share from continuing operations during the period covered under the “Pay versus performance disclosure” above. The CAP figures shown below are calculated as required by SEC requirements, which include unvested and unpaid amounts.
Compensation Actually Paid vs. Adjusted Diluted Earnings per Share from Continuing Operations
Company TSR and peer group TSR
The graph below illustrates the relationship between the Company’s TSR and peer group TSR during the period covered under the “Pay versus performance disclosure” above. The peer group used is the Company’s “2025 peer group” as reflected in our 2025 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K and “Fiscal Year 2025 peer group” in this proxy statement. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on June 1, 2020.
Company TSR vs. Peer Group TSR
Tabular list
The following performance measures reflect the Company’s most important performance measures used to link compensation actually paid to our NEOs for Fiscal Year 2025 to Company performance, as further described and defined in the CD&A:
Adjusted diluted earnings per share from continuing operations
Net working capital turns
Return on invested capital
2025 Proxy Statement | 76
Proposal 3
Ratification of our independent registered public accounting firm
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.