Nicolas Finazzo
About Nicolas Finazzo
Nicolas Finazzo, 68, is AerSale’s co-founder and has served as Chairman, Chief Executive Officer, and Director since December 2019 (director since December 2020). He also serves as Division President, TechOps. He holds a B.S. in Political Science (University of Michigan), a J.D. (University of Miami School of Law), is licensed to practice law in Florida, and holds an FAA Airframe & Powerplant Mechanic license . Under his leadership, AerSale reported 2024 revenue of approximately $345.1 million (up ~$10.6 million YoY), net income of $5.9 million, and Adjusted EBITDA of $33.4 million; company TSR values in the SEC pay-versus-performance table were $91.43 (2022), $71.56 (2023), and $35.51 (2024) on a $100 base, reflecting recent share price pressure even as profitability improved .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AerSale Corp. (now AerSale Aviation, Inc.) | Chairman & CEO (from inception to Jan 2019), Executive Chairman (Jan–Dec 2019), Chairman & CEO (since Dec 2019); Division President, TechOps (since Dec 2019) | 2008–present | Co-founded and led strategy across MRO, parts distribution, aircraft/engine leasing; returned as CEO to drive post-SPAC execution . |
| AeroTurbine, Inc. | Co-Founder & CEO | 1997–2008 | Built supplier of aircraft/engine products and MRO services, establishing deep aftermarket expertise . |
| AeroThrust, Inc. | Vice President & General Counsel | 1997 | Legal/operational leadership at engine MRO and leasing business . |
| International Air Leases, Inc. | Vice President & General Counsel | 1991–1997 | Structured used aircraft leasing transactions . |
| Greenwich Air Services | Vice President of Contracts | 1987–1991 | Managed contracts at jet engine MRO service provider . |
| Southern Express Airways, Inc. | President | 1981–1987 | Led U.S. commuter airline operations . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Florida Bar | Licensed Attorney (Florida) | N/A | Legal/accretive governance expertise for contract, regulatory, and compliance areas . |
| Federal Aviation Administration | Airframe & Powerplant Mechanic Licensee | N/A | Technical credibility and oversight of maintenance and engineered solutions . |
No other current public company directorships for Finazzo are disclosed in the latest proxy .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $1,000,000 | Reaffirmed for 2025 at $1,000,000 (no increase) . |
| Target Annual Bonus | $1,000,000 (100% of salary) | Metric: Adjusted EBITDA; committee retains discretion . |
| 2024 Actual Cash Bonus | $0 (CEO elected to forego despite 98% of target) | 2024 Target Adj. EBITDA $34.1m; actual $33.4m (98%) . |
| Perquisites (2024) | $65,159 total: insurance premiums $32,486; car allowance $22,323 (incl. $1,888 tax true-up); 401(k) match $10,350 | Standard benefits plus limited perqs . |
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company) | 100% (gate with discretion) | $34.1m Target Adj. EBITDA | $33.4m (98% of target) | CEO took 0% payout; Committee allowed 0–80% for others at ≥80% of target | Cash, paid following year-end, subject to committee discretion . |
Long-Term Incentive (LTI) – 2024 annual grant (6/7/2024)
| Instrument | Weight | Grant detail (CEO) | Key terms |
|---|---|---|---|
| Performance Stock Units (PSUs) | 50% | 307,926 PSUs at target | Vest on performance: 3-year cumulative Adjusted EBITDA (2024–2026); cap 200% . |
| Stock Options | 25% | 289,850 options; strike $7.02; Black-Scholes FV $3.73; expire 6/7/2034 | 3-year ratable vesting; value only if stock > $7.02 . |
| Time-based RSUs | 25% | 153,963 RSUs | 3-year ratable vesting (equal tranches on 1st, 2nd, 3rd anniversaries) . |
2024 Grant Values (CEO) – as reported
| Component | Grant-date fair value |
|---|---|
| Stock awards (RSUs + PSUs) | $3,242,460 |
| Option awards | $1,081,141 |
Dividend equivalents are not paid on unvested awards; the plan prohibits dividends on unvested equity and includes a clawback provision (Dec 1, 2023 policy) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 9, 2025) | 4,618,742 shares (9.8% of outstanding), including 4,392,204 via Enarey, L.P., 35,000 held by daughter, 17,000 joint with spouse; includes 96,617 options exercisable within 60 days and 51,321 RSUs vesting within 60 days; Finazzo disclaims beneficial ownership of daughter’s shares . |
| Unvested 2024 awards at 12/31/2024 | 153,963 RSUs ($969,967 at $6.30) and 307,926 target PSUs ($1,939,934 at $6.30); 289,850 unexercisable options at $7.02 strike expiring 6/7/2034 . |
| Option moneyness context | 12/31/2024 stock price $6.30 vs. $7.02 strike → options were out-of-the-money at year-end (reduces near-term exercise-driven selling pressure) . |
| Hedging/pledging | Hedging and similar instruments prohibited under Insider Trading Compliance Policy; no pledging disclosure noted . |
| Insider activity note | One late Form 4 reported for Finazzo (one-day late for a 9/13/2024 open-market purchase of 20,000 shares) . |
Employment Terms
- Severance Plan (amended 6/7/2024): If terminated without cause or resigns for good reason (outside change in control), CEO receives salary continuation for 3 years (Severance Multiple = 3), pro-rata bonus based on actual performance, continued benefits for 3 years, and if SVP+ with ≥3 years of service, full vesting of outstanding equity (PSUs vest on actual performance) .
- Change-in-control (within 1 year, double trigger): Cash severance equals 3×(salary + target bonus) for CEO, plus pro-rata bonus, full vesting (PSUs at actual), and benefits continuation for 3 years .
- Restrictive covenants: Perpetual confidentiality and non-disparagement; non-compete during employment and for 3 years post-termination (equal to Severance Multiple); non-solicit for 2 years .
- Clawback: Dodd-Frank compliant policy effective Dec 1, 2023; awards subject to reduction/recoupment .
- Retirement vesting: “Qualified Retirement” (age ≥65, ≥5 years service, 12 months notice, non-compete) allows unvested stock units to continue vesting on schedule; Finazzo meets age/tenure criteria .
Potential Payments (illustrative, 12/31/2024 scenario)
| Scenario | Salary | Target Bonus | Pro-rata Bonus | RSUs | Options | PSUs | Health & Welfare |
|---|---|---|---|---|---|---|---|
| Termination w/o cause (non-CIC) | $3,000,000 | $3,000,000 | — | $969,967 | — | — | $128,508 |
| Death/Disability | — | — | — | $969,967 | — | — | — |
| Qualified Retirement | — | — | — | $969,967 | — | — | — |
Note: PSUs reflected as $0 at 12/31/2024 in the table because multi-year performance not yet achieved; final vesting/value depends on cumulative 2024–2026 results .
Board Governance
- Role: Chairman & CEO; Director since December 2020; also member of the Board’s Investment Committee (other committees—Audit, Compensation, Nominating—comprised entirely of independents) .
- Dual-role implications: Board combines Chair/CEO roles, mitigated by a Lead Independent Director (Peter Nolan; anticipated Andrew Levy after Annual Meeting). Independent directors hold executive sessions; majority-independent board .
- Attendance: Each director attended at least 90% of Board and committee meetings in 2024 .
- Director pay: Finazzo receives no additional compensation for Board service (executive officer) .
- Say-on-pay: Annual say-on-pay and say-on-frequency up for shareholder vote at 2025 meeting .
Director Compensation (Context for dual roles)
| Element | Amount |
|---|---|
| Non-employee director annual cash retainer | $75,000 |
| Lead independent director additional retainer | $100,000 |
| Committee chairs/members | Audit $17,500/$10,000; Compensation $15,000/$7,000; Nominating $10,000/$5,000 |
| Annual director equity (RSUs) | $125,000 grant-date value (generally 1-year vest) |
Finazzo, as CEO-director, does not receive director compensation or equity under the director program .
Compensation Structure Analysis
- Mix and alignment: Approximately two-thirds of executive pay is performance-based, with 2024 LTI at 50% PSUs (3-year cumulative Adjusted EBITDA), 25% options (strike at grant price), and 25% time-vested RSUs; STIP is tied to Adjusted EBITDA and subject to discretion to modulate payouts .
- 2024 calibration and discretion: Despite achieving 98% of Adjusted EBITDA target ($33.4m vs. $34.1m), the CEO elected to take $0 bonus—voluntary pay restraint amid near-miss vs. target .
- Benchmarking and peer group: The Compensation Committee targets median market levels using a 9-company aerospace/defense aftermarket peer set (AAR, VSE, Astronics, Triumph, Kaman, Ducommun, AeroVironment, Kratos, Cadre); Mercer advises as independent consultant .
- Shareholder protections: No evergreen; no repricing without shareholder approval; no dividends on unvested awards; clawback in place .
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue ($mm) | — | — | ~$345.1 (↑ ~$10.6 YoY) |
| Net Income ($mm) | 43.9 | (5.6) | 5.9 |
| Adjusted EBITDA ($mm) | 87.4 | 12.3 | 33.4 |
| TSR (Value of $100) | $91.43 | $71.56 | $35.51 |
2024 shows material improvement in Adjusted EBITDA and a swing to profitability vs. 2023, while TSR declined, underscoring execution vs. market skepticism .
Related Party Transactions (Governance check)
- Avelo Airlines MRO “C-Check” services of $1.4m (Apr–Aug 2024) were approved by the Audit Committee at market rates; Avelo’s CEO is ASLE director Andrew Levy; no indication of personal benefit to Levy .
Equity Ownership & Say-on-Pay/Shareholder Voice
- Significant insider ownership: Finazzo holds 9.8% beneficially, aligning interests with shareholders .
- Say-on-pay and frequency votes proposed for 2025; Board recommends annual frequency .
Investment Implications
- Alignment and retention: High insider ownership (9.8%) and multi-year PSU framework suggest strong alignment; options struck above 12/31/2024 price reduce near-term sell pressure. Retirement vesting policy plus CEO’s eligibility could reduce flight risk while keeping vesting tied to schedule and PSU performance .
- Pay-for-performance: 2024 bonus self-waiver at 98% of target and heavy use of PSUs indicate discipline; however, 3× CIC severance multiple and combined Chair/CEO role are governance watchpoints partly mitigated by a Lead Independent Director and independent committees .
- Execution vs. market: Improved 2024 Adjusted EBITDA and return to profitability contrast with declining TSR, so forward PSU outcomes (through 2026) and commercialization of Engineered Solutions/MRO throughput are key catalysts for comp realization and potential estimate revisions .
- Trading signals: Near-term supply from time-vested RSUs exists but options are OTM at $6.30 year-end vs. $7.02 strike; CEO’s late 2024 open-market purchase (Form 4, one-day late filing) is a modest confidence signal .
Overall: Strong founder-led alignment with significant ownership and performance-levered equity. Watch governance (dual role, severance multiple) and 2024–2026 PSU achievement trajectory against Adjusted EBITDA targets to gauge future realized pay and potential insider selling cadence .