Joseph P. Adams, Jr.

About Joseph P. Adams, Jr.

Joseph P. Adams, Jr. is FTAI Aviation’s Chief Executive Officer (since May 2015), Chairman (since May 2016), and a Class I director whose term expires in 2026; he is 67 years old . He holds a B.S. in Engineering from the University of Cincinnati and an MBA from Harvard Business School, with a career spanning private equity and transportation investment banking; he previously served on boards including Aircastle Limited and RailAmerica and was the first Executive Director of the Air Transportation Stabilization Board in 2002 . 2024 performance highlights include Adjusted EBITDA of $862.1 million and a Company TSR index of 315 for the year versus 116 for the Dow Jones US Aerospace peer group; management identified 2024 as a “transformational year” with strong strategic and financial progress .

Past Roles

Organization	Role	Years	Strategic Impact
FTAI Aviation Ltd.	Chief Executive Officer; Director	CEO since May 2015; Director since May 2015	Led internalization and growth strategy; long-tenured leadership in aviation assets
FTAI Aviation Ltd.	Chairman of the Board	Since May 2016	Combined CEO/Chair for clear accountability and cohesive strategy per Board
FTAI Infrastructure Inc. (FIP)	Chairman; Director	Chairman; Director since April 2022	Oversight of infrastructure affiliate; board leadership continuity
Fortress Investment Group	Mgmt. Committee member; Managing Director (Private Equity)	Until May 2024	Aviation investment leadership; governance experience across portfolio boards
Brera Capital Partners; Donaldson, Lufkin & Jenrette	Partner (transportation group at DLJ)	Prior to 2002	Transportation investment/banking expertise; deal execution
Air Transportation Stabilization Board	Executive Director	2002	Federal leadership stabilizing air transport post-crisis
Seacastle; SeaCube; Aircastle; RailAmerica	Director	Various prior years	Governance across transportation/aviation lessors/operators

External Roles

Organization	Role	Status/Years
FTAI Infrastructure Inc. (FIP)	Chairman; Director	Public company; Director since April 2022
Aircastle Limited	Director (prior)	Public company; prior service
RailAmerica Inc.	Director (prior)	Public company; prior service
Seacastle, Inc.; SeaCube Container Leasing Ltd.	Director (prior)	SeaCube became private 2013; prior service

Fixed Compensation

Item	2024	2025
Base Salary ($)	$975,000	$975,000 (unchanged)
Annual Bonus ($)	$1,950,000 (discretionary for 2024)	Target: $1,170,000; payout 0–200% based on metrics
All Other Compensation ($)	$15,386 (401k match, life insurance)	Not disclosed
CEO Pay Ratio	369:1 (2024)	Not disclosed

Performance Compensation

2024 had no pre-established formulaic goals post-internalization; bonuses were discretionary based on Company performance .

2025 Annual Incentive structure: 75% weighted to Adjusted EBITDA goals and 25% to individual performance; payout 0–200% of target .
2025 Long-Term Incentive: 50% RSUs (time-vest, three annual tranches) and 50% PSUs (0–200% earned) with two measures: relative TSR vs S&P 400 (50%) and adjusted EPS (50%) over three years .

Metric	Weighting	Target	Actual	Payout	Vesting
Adjusted EBITDA (Annual Incentive 2025)	75%	Pre-set annual goal	Not disclosed	0–200%	Cash bonus in 2026 cycle
Individual Performance (Annual Incentive 2025)	25%	Qualitative	Not disclosed	0–200%	Cash bonus in 2026 cycle
2025 RSUs	50% of LTI value	Grant Mar 2025	N/A	N/A	1/3 per year on grant anniversaries
2025 PSUs (Rel. TSR vs S&P 400)	25% of LTI value	3-year relative TSR	N/A	0–200%	End of 3-year period; then time-vest
2025 PSUs (Adjusted EPS)	25% of LTI value	3-year adjusted EPS	N/A	0–200%	End of 3-year period; then time-vest

2024 One-time Internalization Grants:

Award	Grant Date	Shares	Grant-Date Fair Value ($)	Vesting	Notes
Internalization RSUs	5/28/2024	58,498	$4,951,856	1/3 on 5/28/2025, 5/28/2026, 5/28/2027	Requires purchase/holding of 58,498 Post-Start Date Shares
Outperformance PSUs	11/4/2024	Target 97,500; Threshold 39,000; Max 390,000	$18,762,900 (max assumption)	Earn based on Annualized TSR; then 1/3 on 11/5/2027, 11/5/2028, 11/5/2029	$16.7B shareholder value at max; TSR payout tiers below

Outperformance PSU performance curves (3-year 11/5/2024–11/5/2027):

Level	Annualized TSR (CAGR)	Value Created	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%

Change-in-control treatment: If CIC occurs before performance period ends, PSUs earn based on TSR to CIC date and vest 1/3 on CIC date and first two anniversaries; if assumed and later terminated without cause or for good reason within 12 months, all earned shares vest immediately. If CIC after performance period, vest per original schedule (full vest if not assumed) .

Equity Ownership & Alignment

Beneficial Ownership (as of 4/1/2025)	Shares	% of Outstanding
Joseph P. Adams, Jr.	478,308	~0.47% (478,308 / 102,555,975)

Outstanding awards (12/31/2024):

Options: 12,448 not-yet exercisable; strike $25.44; expiration 3/15/2033 .
RSUs unvested: 58,498 (market value $8,426,052 at $144.04) .
PSUs eligible: 39,000 (market/payout value $5,617,560 at threshold assumption) .

Exercises/realizations:

2024 option exercises: 132,309 shares; value realized $13,727,228 (market price $103.75 less strike on exercise) .

Ownership/hedging policies:

Anti-hedging and anti-pledging: Directors and executive officers are prohibited from hedging or pledging Company securities (limited exceptions may be granted) .
Affiliated directors are not separately compensated as directors (no director fees for CEO) .

Employment Terms

Provision	Base	CIC Period	Notes
Employment start in role	CEO since May 2015; current offer letter dated 5/27/2024	—	Base salary $975,000; discretionary bonus; RSUs require Post-Start Date share purchase
Non-compete	12 months (termination for cause or resignation other than for good reason)	—	Non-solicit 18 months after termination
Severance cash	$4,000,000 (paid ratably over 24 months)	$6,000,000 (lump sum)	Trigger: termination without cause or resignation for good reason
Pro-rated bonus	Based on actual performance; subjective components at ≥target	Greater of target or actual	Lump sum at regular bonus timing
Prior year bonus	Any earned but unpaid	Same	Lump sum at regular bonus timing
Health premiums	24 months reimbursement	36 months reimbursement	Until covered elsewhere
Equity acceleration	Full acceleration of Internalization RSUs	Full acceleration of Internalization RSUs	PSUs per CIC rules; additional treatment summarized above
Death/Disability	Pro-rata bonus; full acceleration of RSUs; PSU vesting per rules	If during CIC period, bonus at greater of target/actual	PSU immediate vest timing per death/disability provisions

Potential payments table (assuming termination 12/31/2024) also disclosed; see proxy for detailed amounts across scenarios .

Clawback:

Company clawback policy applies to time-based and performance-based awards; recoupment on required restatements and in case of executive gross misconduct .

Performance & Track Record

2024 Adjusted EBITDA: $862,050,000 (Company-selected measure for pay-versus-performance) .
2024 TSR index: Company 315 vs peer group 116 (value of $100 investment methodology) .
Strategic highlights: Aerospace Products generated ~$1 billion revenue (~5% market share in CFM56/V2500 maintenance spend); internalization completed with strong financial momentum .

Board Governance

Board classification: Adams is a Class I director; term expires 2026 .
Combined Chair/CEO: Board states combined roles provide accountability, efficiency, and cohesive strategy; no lead independent director, but independent directors preside over executive sessions .
Committee structure: Audit, Compensation, and Nominating & Corporate Governance Committees comprised entirely of independent directors .
Board activity: 13 meetings in 2024; no director attended fewer than 75% of meetings/committees .
Director compensation: Affiliated directors are not separately compensated .

Compensation Peer Group and Process

Independent consultant: FW Cook retained; committee assessed market practices; no conflicts of interest .
Peer group used (examples): AAR, Air Lease, AeroVironment, Barnes, BWX Technologies, Crane, Curtiss-Wright, ESCO, GATX, HEICO, Hexcel, Kadant, Kratos, Triumph, Willis Lease, Woodward, Herc .
Base salaries set slightly below peer medians at internalization (CEO $975k) .

Say-on-Pay & Shareholder Feedback

2025 is first year soliciting advisory say-on-pay and say-on-frequency votes post-internalization; previously no say-on-pay due to external manager compensation determination .

Revenues and EBITDA Trend (FY)

Metric	FY 2021	FY 2022	FY 2023	FY 2024
Revenues ($)	$325,984,000*	$506,675,000*	$854,253,000*	$1,535,968,000*
EBITDA ($)	$306,537,000*	$364,289,000*	$541,990,000*	$786,041,000*

*Values retrieved from S&P Global via GetFinancials tool.

Risk Indicators & Red Flags

Governance: Combined Chair/CEO without a formal lead independent director may heighten governance risk; mitigated by independent-led executive sessions .
Pay optics: CEO pay ratio of 369:1 for 2024 could attract scrutiny .
Incentive design: Outperformance PSUs heavily tied to TSR with potential 4x payout at high TSR; strong alignment but can accentuate stock price focus; rigorous thresholds disclosed .
Hedging/pledging: Prohibited (alignment positive) .
Clawback: Robust clawback policy across time- and performance-based awards (alignment positive) .
Liquidity events: 2024 option exercises with $13.7M value realized may indicate potential supply; watch vest dates (RSUs May 28 annually; PSUs post-2027) for selling pressure windows .

Investment Implications

Alignment: Required purchase/holding of “Post-Start Date Shares” to receive internalization RSUs enhances skin-in-the-game; anti-hedging/pledging and clawback further strengthen alignment .
Performance leverage: 2025 incentives emphasize Adjusted EBITDA and relative TSR/adjusted EPS, balancing profitability and market performance; outperformance PSUs could deliver substantial equity if TSR compounds ≥20% .
Retention/transition risk: Severance economics ($4–6M cash plus benefits and equity acceleration) suggest meaningful retention cost; monitor internalization integration and executive bench build .
Trading signals: Track RSU vest dates (May 28 each year) and PSU performance measurement end (Nov 5, 2027) for potential supply; 2024 option exercise activity indicates prior monetization capacity .
Governance watch: Combined Chair/CEO structure warrants ongoing oversight; committee independence and executive sessions partially mitigate .