Jessica A. Garascia
AARAbout Jessica A. Garascia
Jessica A. Garascia serves as Senior Vice President, General Counsel, Chief Administrative Officer, and Secretary of AAR CORP. (AIR). She is a named executive officer in AIR’s proxy and regularly serves as corporate Secretary and signatory on SEC filings and the annual meeting, evidencing her role in governance and disclosures . Company performance under her tenure as NEO includes record FY2025 sales of $2.78B and adjusted diluted EPS of $3.91, with the executive program explicitly tied to adjusted EPS, working capital turns, ROIC, and relative TSR .
Company performance (selected metrics):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Sales ($MM) | 1,990.5 | 2,318.9 | 2,780.5 |
| Adjusted Diluted EPS (non-GAAP) | 2.86 | 3.33 | 3.91 |
| Company TSR (value of $100) | 248.44 | 351.96 | 214.91 |
Past Roles
Not disclosed in 2025 proxy; AIR’s DEF 14A lists NEO roles but does not provide executive biographies beyond titles and responsibilities .
External Roles
Not disclosed in 2025 proxy for executives; director external roles are provided but not applicable to Ms. Garascia .
Fixed Compensation
FY2025 cash compensation and bonus structure:
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 450,000 | 463,500 (3% increase) |
| Target Bonus (% of base) | 100% (company policy for NEOs varies by role; specific targets disclosed per individual) | 100% (Target $463,500) |
| Actual Bonus Paid ($) | 801,000 | 472,770 (payout 102% of target) |
Short-term incentive mechanics (FY2025):
- Adjusted diluted EPS from continuing operations (80% weighting); Target $3.90 vs. Actual $3.91 → 103% payout
- Adjusted net working capital turns (20% weighting); Target 3.31 vs. Actual 3.29 → 99% payout
- Overall STIP payout: 102% (Jessica actual bonus $472,770 from $463,500 target)
Multi-year compensation history (Total Direct Compensation):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 430,000 | 450,000 | 463,500 |
| Stock Awards ($) | 375,036 | 540,163 | 654,451 |
| Option Awards ($) | 125,031 | 135,029 | 163,647 |
| Non-Equity Incentive ($) | 589,100 | 801,000 | 472,770 |
| All Other Compensation ($) | 137,961 | 128,839 | 154,404 |
| Total ($) | 1,657,128 | 2,055,031 | 1,908,772 |
Perquisites and retirement contributions (FY2025):
| Component | Amount ($) |
|---|---|
| Company 401(k) contributions | 10,521 |
| Company SKERP contributions | 128,088 |
| Perquisites & Other Personal Benefits | 15,795 |
| Total All Other Compensation | 154,404 |
Performance Compensation
Long-term incentive (FY2025 grants and design):
| Instrument | Target Shares | Grant-Date Fair Value ($) | Vesting | Performance Metrics/Notes |
|---|---|---|---|---|
| Performance-Based Restricted Stock (PSUs) | 7,325 | 490,922 | 100% cliff on Jul 31, 2027 | 70% Adjusted Income from Continuing Ops; 20% Avg ROIC; 10% Relative TSR vs aviation-linked peer group |
| Time-Based Restricted Stock (RSUs) | 2,440 | 163,529 | 100% cliff on Jul 31, 2027 | Retention and alignment |
| Stock Options | 6,415 | 163,647 (Black-Scholes) | 33⅓% vest on Jul 31, 2025, 2026, 2027 | Strike $67.02; value only if stock appreciates |
FY2025 Short-term incentive (metric-level):
| Metric | Weight | Target | Actual | Payout % | Vesting/Payment |
|---|---|---|---|---|---|
| Adjusted Diluted EPS | 80% | $3.90 | $3.91 | 103% | Cash paid FY2025 |
| Adjusted Net Working Capital Turns | 20% | 3.31 | 3.29 | 99% | Cash paid FY2025 |
| Total STIP Payout | — | — | — | 102% | Jessica bonus $472,770 |
Prior cycle PSU payout (FY2023 LTI performance, vested Jul 31, 2025):
| Metric | Target | Actual | Payout % |
|---|---|---|---|
| Adjusted Income (70%) | $306.9MM | $359.8MM | 229% |
| Adjusted ROIC (20%) | 8.06% | 9.44% | 229% |
| Relative TSR (10%) | 50th percentile | 59th percentile | 146% |
| Overall Achievement | — | — | 221% |
PSU realization (Jessica):
| Target Shares (FY2023 grant) | Shares Paid (221%) |
|---|---|
| 5,970 | 13,194 |
Equity Ownership & Alignment
Beneficial ownership and vesting status:
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 39,487 (includes unvested RS and options exercisable within 60 days) |
| Shares Pledged | None; table states none of listed shares are pledged |
| Stock Ownership Guidelines | Directors and executive officers are subject to meaningful stock ownership and retention guidelines; all NEOs complied as of May 31, 2025 |
| Anti-Hedging/Pledging Policy | Prohibits short sales, pledging, hedging, and margining (except cashless option exercise) |
Outstanding equity awards (as of May 31, 2025):
| Category | Count | Market/Payout Value ($) |
|---|---|---|
| Unvested Time-Based RS | 6,364 | 390,813 (at $61.41) |
| Unearned PS Shares (at target) | 17,097 | 1,049,927 (at $61.41) |
FY2025 equity vesting realized:
| Award Type | Shares Vested | Value Realized ($) |
|---|---|---|
| Stock Awards (RS/PS) | 19,885 | 1,284,571 |
Option grants and vesting schedule (Jessica):
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Option Expiry | Future Vesting (Unexercisable) |
|---|---|---|---|---|---|
| 2011–2023 grants | 1,559 | — | 37.74 | 07/12/31 | — |
| 2012–2023 grants | 1,183 | 1,579 | 41.88 | 07/18/32 | 3,621 on 07/31/25–27 |
| 2013 grants | 889 | 2,965 | 58.27 | 07/24/33 | 5,199/3,621/2,139 on 07/31/25–27 |
| 2024 grant | — | 6,415 | 67.02 | 07/22/34 | 2,139 on 07/31/27; 3,621 on 07/31/26; 5,199 on 07/31/25 |
Restricted stock vesting schedule (Jessica):
| Vest Date | Time-Based RSU Shares |
|---|---|
| 07/31/25 | 1,990 |
| 07/31/26 | 1,934 |
| 07/31/27 | 2,440 |
Performance-based RS (target) vesting schedule (Jessica):
| Vest Date | PS Shares (Target) |
|---|---|
| 07/31/25 | 3,980 |
| 07/31/26 | 5,792 |
| 07/31/27 | 7,325 |
Employment Terms
Severance and Change-in-Control (CIC) provisions for Jessica (severance/CIC agreements apply to NEOs; all equity subject to double-trigger vesting with performance at higher of target or actual as applicable) :
- Termination prior to or >18 months after a CIC (Company without Cause or Disability):
- 12 months continued salary; unpaid prior-year bonus; pro-rata current-year bonus (paid with interest at prime+1%)
- Termination within 18 months after a CIC (Company without Cause or by executive for Good Reason):
- Lump sum: unpaid salary/bonus; pro-rata current-year bonus at target; 2× base salary and cash bonus (higher of most recent two years); 2 years health/welfare continuation; Company-paid outplacement (up to 3.5% of cash severance); reasonable legal fees; equity vests, performance deemed at higher of target or actual
Quantified as-of-date illustrative values (May 31, 2025 scenario):
| Scenario | Salary ($) | Bonus ($) | Health/Welfare ($) | Outplacement ($) | Equity Vesting (Restricted Stock) ($) | Options Vesting ($) |
|---|---|---|---|---|---|---|
| Qualifying termination >18 months after CIC (Other than Cause) | 463,500 | 472,770 | — | — | — | — |
| Disability | 49,934 | — | 49,934 | — | 802,768 | 35,491 |
| Death | — | — | — | — | 802,768 | — |
| Qualifying termination within 18 months after CIC | 927,000 | 2,074,770 | 49,934 | 88,515 | 1,440,740 | 40,148 |
Key definitions and protections:
- Double-trigger equity vesting post-CIC; non-compete not applied in CIC termination; 409A six-month delay for deferred comp if applicable
- Clawback policy aligned with Rule 10D-1 (recoupment upon restatement); prior misconduct-based clawback also applicable
- No tax gross-ups; anti-hedging/pledging enforced
Investment Implications
- Pay-for-performance alignment: STIP tied to adjusted EPS and working capital turns; LTI heavily weighted to PSUs with adjusted income, ROIC, and relative TSR. FY2025 STIP paid at 102%, indicating near-target operational delivery, while prior-cycle PSU payout was 221%, evidencing strong multi-year performance and value creation .
- Retention and potential supply: Significant upcoming vesting through FY2027 across options and RS/PS units may create periodic selling windows; Jessica realized $1.28M from FY2025 vestings, with additional scheduled vest dates in 2025–2027 .
- Alignment and risk controls: Compliance with stock ownership guidelines; prohibitions on hedging and pledging; robust clawback framework mitigates governance risk and aligns incentives with long-term shareholder outcomes .
- CIC economics: Double-trigger vesting, standard severance multiples, and health/outplacement support are market-consistent; equity vesting on performance at higher of target or actual reduces ambiguity. No excise tax gross-ups reduce shareholder-unfriendly optics .
- Ownership skin-in-the-game: 39,487 shares beneficially owned and ongoing equity exposure through unvested RS/PS/options align incentives, though ownership is not a controlling stake; none of her reported shares are pledged .