Ben Tschirhart
About Ben Tschirhart
Senior Vice President and Head of Engineered Solutions at AerSale since August 2023; age 48 as disclosed in the current executive officer roster . His background spans STC and PMA development, bespoke passenger-to-freighter conversion programs, and complex program management across ATS, B/E Aerospace, and Greenpoint Technologies, positioning him to drive AerSale’s engineered solutions initiatives . AerSale’s executive pay framework links compensation to company performance with emphasis on Adjusted EBITDA and Revenue in pay-versus-performance disclosures, and PSUs tied to cumulative multi-year performance metrics, aligning incentives with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AerSale | SVP & Head of Engineered Solutions | 2023–present | Leads engineered solutions; role formerly “President, Engineered Solutions” |
| Aviation Technical Services (ATS) | Vice President, Engineering Solutions (and prior director roles) | 2017–2023 | Drove STC and PMA development in Engineering Solutions business unit |
| Greenpoint Technologies | Senior Program Manager | 2014–2017 | Product development for V/VIP aircraft interiors |
| B/E Aerospace – Flight Structures | Program Manager | 2011–2014 | Delivered bespoke STC solutions (Passenger-to-Freighter, Crew Rest, Interior Reconfiguration) to global airlines |
| ATS | Program Manager | 2010–2011 | Managed aircraft heavy maintenance programs |
| B/E Aerospace – Flight Structures | Program Manager | 2006–2010 | Managed Passenger-to-Freighter STC and OEM Structures development programs |
External Roles
No external directorships or public board service disclosed for Tschirhart in AerSale’s latest proxy .
Fixed Compensation
- Individual base salary, target bonus %, and target equity values for Tschirhart are not separately disclosed (he is an executive officer but not a named executive officer in 2024) .
- Company program structure for executive officers: equity awards apportioned 50% PSUs, 25% stock options, and 25% RSUs; options/RSUs vest pro rata over 3 years beginning on the first anniversary of grant; PSUs vest only upon achieving a cumulative three-year performance metric; approximately two-thirds of executive compensation is performance-based through annual cash incentives and annual equity grants .
Performance Compensation
| Incentive Type | Performance Metric | Weighting | Measurement Period | Vesting/Terms | Notes |
|---|---|---|---|---|---|
| Performance Stock Units (PSUs) | Cumulative Target Adjusted EBITDA | 50% of annual equity | 3-year period (e.g., 2024–2026) | Vest only if pre-established cumulative metric achieved; payout capped at 200% | Target Adjusted EBITDA for cumulative 3-year period ending Dec 31, 2026 referenced in NEO table footnote |
| Stock Options | Stock price vs exercise price (grant-date closing price) | 25% of annual equity | 3-year pro rata vest | Typically 10-year term; example 2024 NEO options strike $7.02, expiring June 7, 2034 | Mechanics described broadly; specific 2024 NEO option schedule shown for reference |
| RSUs | Time-based retention | 25% of annual equity | 3-year pro rata vest | Dividends on RSUs paid at settlement; restricted stock dividends retained until vest | Equity mechanics and dividend treatment per proxy |
- Company identifies Adjusted EBITDA and Revenue as the most important financial performance measures in pay-versus-performance disclosures .
Equity Ownership & Alignment
- Beneficial ownership for Tschirhart is not itemized in the “Security Ownership of Certain Beneficial Owners and Management” tables (which list directors and named executive officers), so his share counts, vested/unvested breakdown, and % ownership are not disclosed .
- Insider Trading and Hedging Policy prohibits directors, officers, and employees from engaging in hedging transactions (e.g., collars, swaps, exchange funds), promoting alignment with shareholders .
- 2020 Plan assignability restrictions prohibit pledging, assigning, or encumbering awards prior to vest; transfer allowances only in limited circumstances at the Compensation Committee’s discretion .
Employment Terms
- Executive Severance Plan (revised and restated June 7, 2024): if terminated without cause or for good reason (outside change-in-control), executives receive continued base salary for the Severance Multiple years, pro-rated annual cash incentive based on actual performance, continued medical/welfare benefits for Severance Multiple years, and—if at Senior Vice President level or above and employed at least 3 years—full vesting of outstanding equity awards (PSUs vest based on actual performance through period end) .
- If termination without cause or for good reason occurs within one year following a change-in-control, severance equals Severance Multiple × (annual base salary + target bonus), plus pro-rated bonus, continued benefits, and—if SVP+ and ≥3 years—full equity vesting (PSUs based on actual performance) .
- Death/Disability: pro-rated bonus based on actual performance; if SVP+ and ≥3 years, full equity vesting (PSUs based on actual performance) .
- Good reason includes material breach by the company, base salary reduction (excluding broad reductions), relocation increasing commute >40 miles, or material adverse change in position/duties; within 12 months post change-in-control, any reduction in target bonus or target LTI from immediately prior levels constitutes good reason .
- Restrictive covenants: perpetual confidentiality; non-compete during employment and for years equal to the Severance Multiple post-employment; non-solicit of employees/customers etc. during employment and for two years post-employment; perpetual non-disparagement .
- Change-in-control definition includes >50% acquisition of voting power, board composition changes not supported by two-thirds of incumbents, merger/consolidation not maintaining >50% voting power with pre-transaction holders, sale of substantially all assets, or complete liquidation/dissolution (certain transactions with Monocle/Leonard Green excluded) .
- Eligibility implication: Tschirhart is SVP since August 2023; as of December 31, 2024, he would not meet the 3-year service threshold required for full equity vesting under severance scenarios (based on start date and plan terms) .
Investment Implications
- Disclosure limits: As a non-NEO executive officer, Tschirhart’s individual pay mix, grant sizes, and ownership stakes are not disclosed, constraining direct pay-for-performance and ownership alignment analysis for him; however, AerSale’s executive framework is heavily performance-weighted with 50% PSUs tied to cumulative Adjusted EBITDA and annual cash incentives aligned to company targets .
- Retention dynamics: Plan requires SVP+ and ≥3 years’ service for full equity vesting upon severance, which Tschirhart had not reached by year-end 2024, reinforcing retention incentives during the 2024–2026 PSU cycle .
- Governance and trading risk mitigants: Hedging is prohibited and award pledging/assigning restricted, reducing misalignment and potential insider selling risk from hedged positions; no Section 16(a) delinquency flagged for Tschirhart in 2024, indicating compliance culture .
- Execution context: Tschirhart’s deep STC/PMA and passenger-to-freighter program background supports AerSale’s engineered solutions growth vector, but without disclosed personal performance payouts or ownership stakes, investors should monitor future proxies and 8-Ks for grant specifics and any Rule 10b5‑1 plans or Form 4 activity to refine alignment and selling pressure assessments .