Angela Nam

About Angela Nam

Eun (Angela) Nam is FTAI Aviation’s Chief Financial Officer since August 2022 and Chief Accounting Officer since August 2018; she is 43, holds a BBA in Finance and Accounting from Emory University, and is a CPA, with prior roles at Fortress (Private Equity) and KPMG. She became an employee of FTAI upon internalization on May 28, 2024; her 2025 incentive design ties pay to Adjusted EBITDA (75%) and individual goals (25%), and long-term PSUs measured by relative TSR vs the S&P 400 and adjusted EPS over three years. In 2024, Aerospace Products generated $1.0 billion of revenue (~5% market share), and equity award values used a $144.04 closing share price on 12/31/24 for valuation reference. These features indicate a pay-for-performance framework emphasizing profitability and shareholder returns alongside strict anti-hedging/anti-pledging and clawback policies.

Past Roles

Organization	Role	Years	Strategic Impact
FTAI Aviation Ltd.	Chief Financial Officer	Aug 2022 – Present	Senior finance leadership through internalization and growth initiatives
FTAI Aviation Ltd.	Chief Accounting Officer	Aug 2018 – Present	Oversight of accounting and reporting
Fortress Private Equity Group	Senior Vice President	2014 – May 2024	Led/involved in M&A and capital markets transactions
Drive Shack Inc.	Interim Chief Accounting Officer	Mar – Sep 2016	Accounting transition at Fortress-managed entity
KPMG LLP	Audit & Risk Advisory Services	>10 years pre-2014	Audit and risk advisory experience

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	$200,000	$200,000	$525,000
Bonus ($)	$900,000	$1,250,000	$1,000,000
Stock Awards ($)	—	—	$3,413,462
All Other Compensation ($)	$9,560	$10,310	$11,514
Total ($)	$1,109,560	$1,460,310	$4,949,976

2025 Annual Compensation Structure	Details
Base Salary	$525,000 (unchanged)
Target Bonus	$525,000; payout range 0–200%
Annual Bonus Metrics/Weights	Adjusted EBITDA (75%), Individual performance (25%)
Benefits	401(k) safe harbor; company-paid life insurance

Perquisites noted (2024): 401(k) matching $10,350 and life insurance premiums $1,164.

Performance Compensation

Annual Bonus Plan

Year	Target Bonus ($)	Metrics/Weighting	Actual Payout ($)
2024	$800,000 (discretionary)	No pre-set goals post-internalization; committee’s subjective assessment of Company and individual performance	$1,000,000
2025	$525,000	Adjusted EBITDA (75%) + Individual (25%); 0–200% payout range	TBD

RSUs (Time-based)

Award	Grant Date	Shares (#)	Vesting Schedule	Grant-Date Fair Value ($)	Acceleration Terms
Internalization RSUs	May 28, 2024	6,224	Three equal annual installments on May 28, 2025/2026/2027	$526,862	Full vest on termination without cause/for good reason, or death/disability

Outperformance PSUs (One-time, TSR-based)

Grant Date	Threshold (#)	Target (#)	Maximum (#)	Performance Metric	Performance Period	Post-Performance Vesting
Nov 4, 2024	6,000	15,000	60,000	Annualized TSR (CAGR) with rigorous tiers	Nov 5, 2024 – Nov 5, 2027	Earned PSUs vest in thirds on Nov 5, 2027/2028/2029

PSU tier schedule:

Performance Level	Annualized TSR (CAGR)	Value Created for Shareholders ($B)	Payout (% of Target)
Tier 1 (Max)	≥30%	≥$16.7B	400%
Tier 2	25%	$13.3B	200%
Tier 3	20%	$10.2B	100%
Tier 4 (Threshold)	15%	$7.3B	40%
Below Threshold	<15%	<$7.3B	0%

2025 Long-Term Equity Program (Structured)

Component	Weight	Metrics
RSUs	50% of target grant value	Three-year ratable vesting (annual installments)
PSUs	50% of target grant value	Relative TSR vs S&P 400 (50%) and adjusted EPS (50%) over three years; 0–200% earn-out

Equity Ownership & Alignment

Holder	Beneficial Ownership (Shares)	Percent of Class
Eun (Angela) Nam	4,575	<1% (denoted by “*”)

Outstanding equity awards as of 12/31/24:

Award	Unvested/Unearned Shares (#)	Market/Payout Value ($)
RSUs (Internalization)	6,224	$896,505 (at $144.04 close)
PSUs (Outperformance, threshold assumption)	6,000	$864,240 (at $144.04 close)

Anti-hedging and anti-pledging: Executives are prohibited from hedging and pledging Company stock (margin accounts and pledges prohibited; limited exceptions may be granted).
Clawback: Incentive comp recoverable in restatements; committee may recoup time-based equity in cases of gross misconduct contributing to restatement.
Option practices: Post-internalization, the Company does not grant options/SARs; repricing/cash buyouts of option-like awards prohibited under the 2025 Plan.

Employment Terms

Provision	Key Terms
Offer Letter Date	May 27, 2024 (effective with internalization May 28, 2024)
Base Salary	$525,000 (2024 and unchanged for 2025)
Target Bonus	$800,000 (2024 discretionary); $525,000 (2025 structured)
Non-Compete	12 months after termination for cause or resignation other than for good reason
Non-Solicit	18 months following termination for any reason
Severance (outside CIC)	1.0x base + annual target bonus, paid ratably over one year; Prior Year Bonus; 18 months health/dental/vision reimbursement; equity acceleration as described
Severance (within CIC period)	2.0x base + annual target bonus, lump sum; CIC pro‑rata bonus; Prior Year Bonus; 24 months health reimbursement; equity acceleration
Death/Disability	Prior Year Bonus; equity acceleration; CIC pro‑rata bonus if within CIC period
Good Reason (summary)	Material adverse change in role/reporting; material Company breach; material salary reduction (>10% not broad-based); relocation outside NYC; failure by successor to assume offer letter
Equity Acceleration – RSUs	Internalization RSUs fully vest upon termination without cause/for good reason/death/disability
Equity Acceleration – Outperformance PSUs	If terminated without cause/for good reason before performance period ends, earned PSUs remain and one-third vests on Nov 5, 2027; after performance period, next tranche vests immediately; death/disability during performance period → full earned amount vests on Nov 5, 2027 (amounts shown assume threshold 10%)

Investment Implications

Pay-for-performance alignment improving: 2025 design ties 75% of annual incentives to Adjusted EBITDA and 50% of PSUs to relative TSR with the remainder to adjusted EPS, while one-time Outperformance PSUs require exceptional TSR (15–30% CAGR) and large shareholder value creation ($7.3–$16.7B), sharpening alignment but increasing performance pressure.
Retention risk mitigants: Non-compete/non-solicit covenants, meaningful equity acceleration mechanics, and CIC severance at 2.0x base+bonus reduce voluntary departure risk, especially through 2027–2029 vesting cadence.
Insider selling pressure: RSU vesting dates on May 28, 2025/2026/2027 and potential PSU vesting on Nov 5, 2027/2028/2029 create predictable liquidity windows; anti-hedging/anti-pledging reduces leverage-related selling risks.
Ownership “skin in the game”: Direct beneficial ownership is modest (<1%), but unvested RSUs and performance PSUs provide substantial exposure to equity outcomes; clawback coverage adds governance discipline.
Governance quality: No single-trigger vesting, no excise tax gross-ups, prohibition on option repricing, and adoption of a clawback policy indicate shareholder-friendly plan features; the Compensation Committee engaged an independent consultant to implement structured 2025 programs.