Gary Jones
About Gary Jones
Gary Jones is AerSale’s Chief Operating Officer and Head of Material Sales; he was promoted to COO on March 27, 2023 and retained his Division President role for Airframe and Materials, after serving as President and CEO of Qwest Air Parts from 1999–2019 and joining AerSale via acquisition in 2019. He was 61 in 2024 per the company’s executive roster. Company performance under the period covered by recent proxies shows revenue of approximately $345.1M in 2024 (vs. a net loss in 2023), net income of $5.9M in 2024, Adjusted EBITDA of $33.4M in 2024 (vs. $12.3M in 2023 and $87.4M in 2022), and a TSR index value of $35.51 for 2024 (vs. $71.56 in 2023 and $91.43 in 2022). These metrics anchor executive incentive outcomes tied to Adjusted EBITDA and pay-versus-performance disclosures.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AerSale | Chief Operating Officer; Division President, Airframe & Materials | COO since 2023; Division President since 2019 | Promotion to COO while retaining divisional leadership; continuity across materials sales and operations |
| Qwest Air Parts | President & CEO | 1999–2019 | Led commercial aviation parts supplier; business acquired by AerSale (integration into AerSale’s materials business) |
External Roles
No external directorships or committee roles for Gary Jones are disclosed in cited documents.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $350,000 | $390,384 | $414,218 |
| Target Bonus % | — | — | 60% of base salary |
| Non-Equity Incentive Paid ($) | $175,000 | $175,100 | $199,283 |
| All Other Compensation ($) | $33,463 | $33,746 | $43,382 (insurance + 401(k) match) |
Notes:
- Promotion-related base salary was increased to $400,000 per annum effective with his COO appointment; annual SCT salary reported reflects actual paid amounts for each year.
Performance Compensation
2024 Cash Incentive Plan Outcome
| Metric | Target | Actual | Target Bonus % | Payout (% of Target Bonus) | Payout ($) |
|---|---|---|---|---|---|
| Adjusted EBITDA (one-year) | $34.1M | $33.4M | 60% of base salary | 78% based on results and individual performance | $199,283 |
Definition: Adjusted EBITDA excludes interest, D&A, taxes, and non-recurring/unusual items for plan purposes.
2024 Equity Awards (Granted June 7, 2024)
| Instrument | Grant Date | Quantity | Performance Metric | Vesting | Exercise Price/Term | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Performance Stock Units (PSUs) | 6/7/2024 | Target 43,622; Max 87,244 | 3-year cumulative Adjusted EBITDA through 12/31/2026 | Vests based on performance over period | N/A | $7.02 per unit (closing price used for PSU value) |
| Restricted Stock Units (RSUs) | 6/7/2024 | 21,811 | N/A | Vests equally on first three anniversaries of grant date | N/A | $7.02 per unit (closing price) |
| Stock Options | 6/7/2024 | 41,062 | N/A | Vests equally on first three anniversaries of grant date | $7.02 strike; expires 6/7/2034 | $3.73 per option (Black-Scholes per-share) |
Grant of plan-based awards summary for Jones (6/7/2024): Target cash $255,000; RSUs 21,811; PSUs target 43,622 (max 87,244); options 41,062; total grant-date fair value $612,501.
2021 PSU history: Company achieved $122.5M cumulative Adjusted EBITDA over the 18-month period ending 3/31/2022, earning 200% of target; PSUs for Jones from that award vested one-third on 12/22/2022 and two-thirds on 12/22/2023, subject to continued service.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (4/9/2025) | 137,381 shares; less than 1% of outstanding |
| Outstanding Unvested Awards (12/31/2024) | RSUs: 21,811 ($137,409 MV); PSUs (unearned target): 43,622 ($274,819 MV); Options: 41,062 unexercisable at $7.02, expiring 6/7/2034 |
| Upcoming Vesting | 2024 grants vest equally on the first three anniversaries of 6/7/2024 (RSUs and options); PSUs subject to 3-year performance through 12/31/2026 |
| Hedging/Pledging | Hedging by insiders is prohibited under the Insider Trading Compliance Policy; awards under the 2020 Plan cannot be assigned or pledged. |
Employment Terms
| Term | Provision |
|---|---|
| Current Role/Comp Update | Promoted to COO effective March 27, 2023; base increased from $350,000 to $400,000 per annum at promotion; continues in executive compensation program. |
| Offer Letters | Revised offer letters effective June 7, 2024 maintained annual base salary rates and target bonus/equity opportunities. |
| 2025 Target Equity Opportunity | Increased from 100% to 150% of base salary (CFO and COO), apportioned 50% PSUs, 25% RSUs, 25% options. |
| Severance Multiple (without cause/for good reason) | 2x base salary paid over years equal to the Severance Multiple; pro-rated annual bonus based on actual performance; continued medical/welfare benefits for years equal to Severance Multiple; full vesting of outstanding equity for SVP+ with at least 3 years of service (performance awards vest based on actual performance). |
| Change-in-Control (double trigger within 1 year) | Cash severance equals Severance Multiple times the sum of base salary + annual cash incentive target bonus; pro-rated bonus; equity vesting for SVP+ with ≥3 years of service; continued benefits for years equal to Severance Multiple. |
| Definitions and Restrictive Covenants | Cause/good reason definitions specified; non-compete during employment and for years equal to Severance Multiple post-employment; non-solicit for two years post-employment; perpetual confidentiality and non-disparagement. |
| Clawback | Clawback policy adopted consistent with SEC and Nasdaq rules; all awards under 2020 Plan subject to the policy. |
Compensation Structure Notes
- Peer benchmarking: Compensation Committee engaged Mercer for peer group analysis and confirmed consultant independence; Mercer also supported HR and benefits projects.
- CARES Act impact (historical): Executive compensation decisions for 2021–2023 were constrained by CARES Act funding restrictions, with subsequent one-time bonuses for certain executives after limitations expired.
Investment Implications
- Alignment and at-risk pay: Jones’ incentives are primarily tied to Adjusted EBITDA (cash) and multi-year PSUs linked to cumulative Adjusted EBITDA through 2026, indicating clear pay-for-performance alignment; his 2024 cash payout was 78% of target due to achieving 98% of EBITDA target. Upcoming vesting of RSUs/options across three years supports retention.
- Retention/exit economics: A 2x Severance Multiple with double-trigger change-in-control protection and post-termination covenants suggests balanced retention incentives and manageable exit costs; equity vesting upon qualifying termination for SVP+ with service tenure reduces forfeiture risk.
- Ownership and selling pressure: Beneficial ownership is <1%, but unvested RSUs, PSUs, and options create ongoing equity exposure; vesting on each of the first three anniversaries of 6/7/2024 and PSU performance window through 2026 may lead to periodic share releases; hedging is prohibited and awards cannot be pledged, mitigating misalignment risks.
- Incentive trajectory: The 2025 increase in target equity to 150% of salary (50% PSUs) raises performance-linked upside and retention value, a constructive signal for execution continuity in Materials Sales operations.