BoHee Yoon

About BoHee Yoon

BoHee Yoon, 46, is FTAI Aviation’s General Counsel (since February 2025) and Corporate Secretary (since May 2024); she was designated an executive officer under Section 16 on April 15, 2025 . She previously was Managing Director and Counsel in Fortress Investment Group’s Private Equity Group and began her legal career at Debevoise & Plimpton; she holds a B.A. (Swarthmore), M.A. (The New School), and J.D. (Fordham Law) . Company performance context during her tenure includes 2024 Adjusted EBITDA of $862.05 million and TSR value-of-$100 of $315 (vs Dow Jones US Aerospace peer group $116), while net income was negative due to internalization-related items . FTAI’s Aerospace Products generated $1 billion of revenue in 2024, illustrating scale in its aftermarket ecosystem .

Past Roles

Organization	Role	Years	Strategic Impact
Fortress Investment Group (Private Equity Group)	Managing Director and Counsel	Not disclosed	Legal leadership supporting aviation investments; cross-issuer secretary roles at public companies
Debevoise & Plimpton LLP (New York)	Attorney	Not disclosed	Foundational training in complex transactions and governance

External Roles

Organization	Role	Years	Strategic Impact
Fordham Law Alumni Association	Board of Directors; Dean’s Advisory Group	Not disclosed	Legal community leadership and strategic advisory engagement
Swarthmore College	Former Board of Managers (until 2023); current member of Nominating & Governance and Social Responsibility Committees	Until 2023; current committees	Governance oversight and policy input at a leading academic institution

Fixed Compensation

Not disclosed for General Counsel in the latest proxy. Named Executive Officer disclosures cover CEO and CFO only for 2024–2025 .

Performance Compensation

FTAI’s incentive design (2025 and special awards) — program structure relevant to executive officers (NEOs detailed; broader executives participate under the 2025 Omnibus Plan at Committee discretion):

Incentive	Metric	Weighting	Target	Actual	Payout Range	Vesting	Notes
Annual Incentive (2025)	Adjusted EBITDA	75%	Not disclosed	Not disclosed	0–200% of target	Cash (annual)	Applies for 2025 with structured goals for NEOs; executives aligned via plan design
Annual Incentive (2025)	Individual performance	25%	Not disclosed	Not disclosed	0–200% of target	Cash (annual)	Discretionary component within defined framework
Long-Term Incentive (2025)	RSUs	50% of LTI value	Not disclosed	Not disclosed	N/A	3 equal annual tranches	Annual grants in March 2025 for NEOs; vesting over 3 years
Long-Term Incentive (2025)	PSUs – Relative TSR vs S&P 400	50% of LTI value (shared with EPS)	Not disclosed	Not disclosed	0–200%	3-year performance then vest	Design emphasizes market-relative performance
Long-Term Incentive (2025)	PSUs – Adjusted EPS	50% of LTI value (shared with TSR)	Not disclosed	Not disclosed	0–200%	3-year performance then vest	Earnings discipline reinforced
Outperformance PSUs (Nov 2024 one-time)	Annualized TSR (CAGR)	100%	Tiered (15%–30%+)	Not disclosed	0–400% of target	Earned shares vest 1/3 each year (2027–2029)	Maximum payout requires ≥30% TSR CAGR and ~≥$16.7B value creation

Governance features applicable to awards: no repricing/cash buyouts, no single-trigger vesting when assumed, minimum one-year vesting, clawback, no evergreen, no excise tax gross-ups, dividend restrictions prior to vesting .

Equity Ownership & Alignment

Item	Value
Initial beneficial ownership (as of Form 3, Apr 16, 2025) — Ordinary Shares (RSUs)	3,506
Shares outstanding (Apr 1, 2025)	102,555,975
Ownership as % of shares outstanding	~0.0034%
Vested vs Unvested (at filing)	Vested: 0; Unvested: 3,506 RSUs
Hedging/Pledging	Prohibited for directors, executive officers, and employees; margin accounts and pledges generally prohibited (limited exceptions only)
Clawback Policy	Recovery of incentive-based comp upon accounting restatement; Committee may also recoup time-based equity if restatement involves gross misconduct by an executive

Vesting schedule (per Form 3) — RSUs time-vesting contingent on continued employment:

Vest Date	RSUs	Status
Aug 30, 2025	783	Unvested at filing
Feb 28, 2026	386	Unvested at filing
Aug 30, 2026	783	Unvested at filing
Feb 28, 2027	386	Unvested at filing
Aug 30, 2027	782	Unvested at filing
Feb 28, 2028	386	Unvested at filing

Additional ownership context:

Yoon was designated a Section 16 officer on April 15, 2025, prompting Form 3; subsequent insider Forms 4 around Nov 2025 show Yoon acting as attorney-in-fact for other executives, not her own transactions .

Employment Terms

Term	Detail
Executive appointment	Board elected BoHee Yoon as an “officer” for Section 16 purposes on April 15, 2025
Roles at FTAI	General Counsel (since February 2025); Secretary (since May 2024)
Severance/Change-in-Control	Not disclosed for General Counsel in proxy; detailed severance and CIC terms are disclosed for CEO and CFO only
Non-compete/Non-solicit	Not disclosed for General Counsel; company-level insider trading/anti-hedging/anti-pledging policies apply

Compensation Structure Analysis

Program shift to structured, at-risk pay: 2025 introduces defined Adjusted EBITDA and individual metrics for annual bonuses, plus PSUs tied to relative TSR and adjusted EPS — reinforcing multi-year performance alignment .
Robust governance: clawback policy, minimum vesting, no option repricing, and no single-trigger vesting promote shareholder-friendly discipline .
Special Outperformance PSUs (Nov 2024): very high TSR thresholds (threshold ≥15% CAGR; max ≥30% CAGR) and large value creation targets (~$7.3B–$16.7B) signal strong performance orientation; vesting staggered post-performance enhances retention .

Related Party Transactions and Governance Policies

Anti-hedging/anti-pledging policy: prohibits hedging/short-selling; margin accounts or pledges of company securities are prohibited (limited exceptions possible) .
Clawback: recovery upon restatement; potential time-based equity recoupment for gross misconduct contributing to restatement .
No related-party transactions disclosed involving Yoon; general related-person policy requires independent director review for transactions >$120,000 .

Investment Implications

Alignment: Yoon’s equity exposure consists of 3,506 RSUs vesting semiannually through Feb 2028, creating a steady retention mechanism and alignment with multi-year value creation . Anti-hedging/pledging restrictions and a stringent clawback framework reduce agency risk and discourage misaligned behaviors .
Ownership scale: Direct beneficial ownership is small relative to shares outstanding (~0.0034%), consistent with legal and governance roles; influence on trading signals likely comes from broader program signals (e.g., company-wide PSUs and performance metrics) rather than individual selling pressure .
Performance linkage: FTAI’s 2025 design focuses on Adjusted EBITDA, relative TSR, and adjusted EPS — metrics investors can track against disclosure cadence; the prior-year Outperformance PSUs further tie leadership incentives to outsized TSR outcomes .