Martin Garmendia
About Martin Garmendia
Martin Garmendia is AerSale’s Chief Financial Officer, Treasurer and Secretary; age 50; CFO since 2018 after serving as SVP Finance & Corporate Controller (2015–2018). He previously held finance roles at NextEra Energy (including Senior Director of Corporate Accounting at Florida Power & Light and Controller during the IPO of NextEra Energy Partners), Bacardi USA, and Deloitte; he is a Certified Public Accountant in Florida . Company performance context under his tenure: fiscal 2024 revenue was ~$345.1 million and net income was $5.9 million versus a net loss of $5.6 million in 2023; 2024 adjusted EBITDA target was $34.1 million and actual was $33.4 million, influencing executive incentive payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AerSale | SVP Finance & Corporate Controller | 2015–2018 | Prepared for CFO role; led corporate finance and controls |
| NextEra Energy (Florida Power & Light; NEP) | Senior Director Corporate Accounting; Controller during NEP IPO | 2006–2015 | Led accounting at a major utility; IPO controller for NEP enhances capital markets credentials |
| Bacardi USA | Finance Manager, Forecast Budget & Analysis | 2003–2006 | Financial planning in consumer goods |
| Deloitte & Touche | Senior Auditor, Assurance & Advisory | 2000–2003 | Audit and advisory foundation for controls expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or board roles disclosed in proxy |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $425,000 | $450,000 (approved Feb 2025) |
| Target Bonus (% of Salary) | 60% | 60% (offer letters maintained; not changed in 2025 actions) |
| Target Bonus ($) | $255,000 | ~$270,000 (60% of $450,000) |
| Target Equity Opportunity | $425,000 (100% of salary) | Increased to 150% of salary (Board action Aug 1, 2025) |
| Actual Cash Bonus Paid | FY 2024 |
|---|---|
| $71,783 (28% of Target Bonus Amount) |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | Adjusted EBITDA (one-year) | Not disclosed | Target Adjusted EBITDA: $34.1M | Actual Adjusted EBITDA: $33.4M; payout to Garmendia: $71,783 (28% of Target) | N/A (cash) |
| PSUs (Grant 6/7/2024) | Cumulative Adjusted EBITDA (3-year: 2024–2026) | Plan notes: performance-based portion equals 50% of equity mix in 2024 | Target shares: 43,622; Max shares: 87,244 | Vests only if performance achieved; Company deemed not probable in 2024, began recognizing expense in 2025 on probability assessment | Cliff following performance period; also subject to time vesting |
| RSUs (Grant 6/7/2024) | Service-based | 25% of equity mix in 2024 | 21,811 units | Value at 12/31/2024 $137,409 (based on $6.30 stock price) | Pro rata over 3 years starting first anniversary |
| Stock Options (Grant 6/7/2024) | Stock price appreciation | 25% of equity mix in 2024 | 41,062 options @ $7.02 strike; fair value per share $3.73 on grant | Unexercisable at 12/31/2024; expire 6/7/2034 | Vest 1/3 annually starting first anniversary |
Additional 2025 equity program calibration: Board increased Garmendia’s annual target equity to 150% of salary (same mix: 50% PSUs, 25% RSUs, 25% options), strengthening long-term alignment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 159,256 shares; percentage “*” (less than 1%) as of April 9, 2025 |
| Vested vs Unvested | Unvested RSUs: 21,811; Unearned PSUs (at target): 43,622; Options unexercisable: 41,062 |
| Options – Exercisable vs Unexercisable | No exercisable options at 12/31/2024; 41,062 unexercisable options @ $7.02; expire 6/7/2034 |
| In-the-money value | Market value basis shown for RSUs/PSUs at $6.30; options had no intrinsic value at 12/31/2024 |
| Pledging/Hedging | Awards cannot be assigned or pledged; insider trading policy prohibits hedging instruments (e.g., collars, swaps) |
| Ownership Guidelines | Not disclosed in proxy for executives; no compliance status provided |
| Plan Share Reserve | 2020 Plan share reserve increased to 10,200,000 shares via Second Amendment approved June 5, 2025 |
Company-wide equity program detail for context: RSU and option vesting in equal thirds over 3 years; options 10-year term; ESPP also active .
Employment Terms
| Provision | Terms for Garmendia |
|---|---|
| Severance (no CIC) | Base salary continuation for Severance Multiple (2x for Garmendia); prorated annual bonus based on actual performance; continued medical/welfare benefits for Severance Multiple years; if SVP+ and ≥3 years tenure, full vesting of outstanding equity (performance awards vest based on actual performance through end of period) |
| Change-in-Control (within 1 year; double trigger) | Lump sum severance equal to Severance Multiple times (base salary + target bonus); prorated annual bonus; full vesting of outstanding equity for SVP+ with ≥3 years tenure (performance awards vest based on actual performance); continued medical/welfare benefits for Severance Multiple years |
| Clawback | SEC/Nasdaq-compliant clawback for excess incentive compensation upon financial restatements; all 2020 Plan awards subject to clawback |
| Non-compete/Non-solicit | Not disclosed in retrieved sections; offer letters effective June 7, 2024 confirm participation in Severance Plan and incentive terms |
Compensation History (Summary Compensation Table)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 413,558 | — | 459,340 | 153,161 | 71,783 | 32,633 | 1,130,475 |
| 2023 | 399,038 | 285,000 (one-time cash bonus) | — | — | — | 21,238 | 705,276 |
Context on 2023 one-time bonus: paid due to prior CARES Act compensation restrictions affecting 2021–2023 .
Grant of Plan-Based Awards (FY 2024)
| Grant Date | RSUs (#) | Options (#) | Option Exercise Price ($) | PSUs Target (#) | PSUs Max (#) | Grant Date FV Notes |
|---|---|---|---|---|---|---|
| 6/7/2024 | 21,811 | 41,062 | 7.02 | 43,622 | 87,244 | Option fair value $3.73/share (Black-Scholes) |
Vesting: RSUs and options vest in three equal tranches starting first anniversary; PSUs vest only upon achievement of cumulative 3-year adjusted EBITDA metrics (2024–2026) .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting (June 5, 2025): Advisory vote on NEO compensation approved (For: 31,750,086; Against: 4,456,132; Abstain: 39,683; broker non-votes: 5,764,333) .
- Second Amendment to 2020 Equity Plan approved (For: 28,172,674; Against: 8,037,438; Abstain: 35,789) .
Performance & Track Record
- FY 2024 revenue improved to ~$345.1 million (up ~$10.6 million YoY); net income of $5.9 million vs prior-year net loss of $5.6 million, reflecting operational improvement under current leadership team including the CFO .
- 2024 adjusted EBITDA came in at $33.4 million vs $34.1 million target; incentive payouts scaled accordingly (Garmendia at 28% of Target Bonus Amount) .
- Corporate actions: repurchased and retired 6,428,571 shares at $7.00 on March 18, 2025, reducing outstanding shares and potentially increasing long-term equity incentive value alignment .
Risk Indicators & Red Flags
- Hedging prohibited for insiders; awards cannot be pledged; clawback policy in effect—favorable governance for alignment and risk control .
- No disclosures found of Garmendia pledging company shares; no repricing permitted under plan without shareholder approval .
- No director committee memberships applicable (he is not a director); no legal proceedings involving Garmendia disclosed in retrieved documents .
Equity Ownership Details (as of Apr 9, 2025)
| Holder | Shares | % Outstanding |
|---|---|---|
| Martin Garmendia | 159,256 | * (less than 1%) |
Investment Implications
- Alignment: 2025 increase of target equity to 150% of salary for Garmendia (50% PSUs, 25% RSUs, 25% options) amplifies long-term equity exposure tied to multi-year adjusted EBITDA and stock price, improving pay-for-performance alignment and potentially reducing cash bonus-driven behavior .
- Retention: Severance Multiple of 2x, full vesting upon qualifying termination for SVP+ with tenure, and 3-year vesting schedules on 2024 RSU/option grants suggest moderate retention hooks; limited near-term selling pressure given 1/3 annual vesting cadence and options initially unexercisable at 12/31/2024 .
- Trading signals: PSU metrics hinge on cumulative adjusted EBITDA through 2026; 2024 performance slightly below target led to reduced cash incentive payouts (28% of target), indicating discipline in incentive calibration; if adjusted EBITDA trends improve, PSU vesting and option intrinsic value could increase, which may modestly elevate future selling windows but remains governed by insider trading policy and blackout periods .
- Governance: Robust clawback, no repricing without shareholder approval, hedging prohibited—constructive for investor confidence; beneficial ownership by the CFO is modest (<1%), but growing equity grant levels and multi-year PSUs partially offset concerns regarding “skin-in-the-game” .