Eric Mendelson
HEICOAbout Eric Mendelson
Eric A. Mendelson (age 59) is Co-Chairman of the Board and Co-Chief Executive Officer of HEICO following the September 2025 succession; he previously served as Co-President since 2009 and has led the Flight Support Group since 1993, architecting HEICO’s FAA-approved replacement parts program since 1992 . HEICO’s FY2024 performance was strong: net sales up 30% to $3.858B, net income up 27% to $514.1M, and operating income up 32% with a 21.4% operating margin . Pay-versus-performance disclosures show a $100 investment in HEI common reached $234.29 and in HEI.A $206.55 over FY2021–FY2024, with FY2024 EBITDA at $1,002.23M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HEICO Corporation | Co-President; now Co-Chairman & Co-CEO | Co-President since Oct 2009; Co-Chairman & Co-CEO since Sep 2025 | Joint leadership and execution of HEICO’s growth strategy; continuity of succession plan |
| HEICO Corporation | Executive Vice President | 2001–2009 | Senior leadership during expansion and M&A; set stage for Co-President transition |
| HEICO Flight Support Group | President & CEO | Since formation in 1993 | Built the FAA-approved aircraft replacement parts program; scaled FSG products and customer base |
| Mendelson International Corporation | Managing Director; Co-founder | Since 1987 | Private investment activity; shareholder of HEICO; governance and capital perspectives |
| HEICO Corporation | Associated with the Company | Since 1990 | Long-tenured operator across cycles; deep product and customer familiarity |
External Roles
| Organization | Role | Years |
|---|---|---|
| Aerospace Industries Association (AIA) | Board of Governors; prior Ex-Officio Executive Committee; Chair Civil Aviation Leadership Council | Ongoing (dates not specified) |
| Partnership for Miami | Board of Directors | Ongoing |
| Mount Sinai Medical Center (Miami Beach) | Advisory Board of Trustees | Ongoing |
| Ransom Everglades School | Past Chairman | Prior service |
| Columbia College (NYC) | Board of Visitors | Ongoing |
Fixed Compensation
Multi-year named executive compensation for Eric A. Mendelson:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $1,113,669 | $1,168,367 | $1,220,100 |
| Non-Equity Incentive Plan Compensation ($) | $1,381,074 | $2,445,587 | $2,860,801 |
| Option Awards ($) | $0 | $9,138,663 | $0 |
| All Other Compensation ($) | $1,101,753 | $1,813,614 | $2,470,202 |
| Total ($) | $3,596,496 | $14,566,231 | $6,551,103 |
Director fees and perquisites detail for Eric:
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Director Fees ($) | $240,182 | $251,800 | $265,000 |
| Insurance Benefits ($) | $52,017 | $55,112 | $58,281 |
| Company 401(k) Contributions ($) | $14,950 | $16,000 | $16,950 |
| LCP Company Contributions ($) | $779,699 | $1,478,036 | $2,126,603 |
| Company Car (personal use) ($) | $14,905 | $12,666 | $3,368 |
Board director compensation framework: annual retainer $250,000; directors must purchase HEICO stock equal to 58% of the retainer; $15,000 per committee membership; $10,000 per committee chair .
Performance Compensation
Bonus plan design and FY2024 outcomes:
| Metric | Weighting | Target ($) | Actual ($) | % of Target Achieved |
|---|---|---|---|---|
| Net Income attributable to HEICO | 40.0% | $470,677,000 | $514,109,000 | 109.2% |
| EBITDA | 30.0% | $834,141,000 | $1,002,230,000 | 120.2% |
| Cash Flow from Operations | 30.0% | $493,610,000 | $672,370,000 | 125.0% |
Non-Equity Incentive Plan award levels for Eric (2018 Plan, FY2024):
| Threshold ($) | Target ($) | Maximum ($) | Earned ($) |
|---|---|---|---|
| $1,342,110 | $2,440,200 | $3,660,300 | $2,860,801 |
Design features and policy shifts:
- Target bonus potential for Lead NEOs is roughly 200% of eligible compensation when growth goals are met; capped at 300% of salary .
- After shareholder outreach (~66% say-on-pay approval in 2024), the Compensation Committee refrained from granting options in FY2024 and approved making future NEO option grants and LCP supplemental contributions performance-based .
Option award vesting schedule:
- All unexercisable options vest 20% per year over five years from grant date .
Equity Ownership & Alignment
Beneficial ownership (as of Jan 17, 2025):
| Metric | Common (HEI) | Class A (HEI.A) |
|---|---|---|
| Shares Beneficially Owned | 2,615,684 | 472,057 |
| % of Shares Outstanding | 4.72% | <1% (asterisk in proxy) |
| Options Presently Exercisable or within 60 days (Common) | 432,813 | n/a |
Ownership breakdown includes interests via EAM Management LP (392,718 Common), family trusts (427,326 Common), Mendelson International Corp (191,440 Class A), HEICO Savings & Investment Plan allocations (112,365 Common; 107,078 Class A), Keogh account shares, children’s shares, and Leadership Compensation Plan allocations .
Deferred compensation alignment (LCP):
- Executive contributions $262,612; Registrant contributions $2,126,603; Aggregate earnings $6,481,470; Aggregate balance $27,701,611 (FY2024), with discretionary contributions vesting over four years .
Hedging and pledging:
- HEICO notes no formal hedging policy but reports that none of its named executive officers have ever hedged HEICO shares .
- Historical pledge disclosure: LAM Limited Partners (within the Mendelson Reporting Group) had 9,500 Common shares pledged as collateral for a bank loan in a prior proxy; current 2025 proxy does not report pledging status for Eric specifically . Insider Trading Policy updated Dec 17, 2024 (trading windows, 10b5-1 plan preclearance and cooling-off) .
Stock ownership guidelines:
- NEOs do not have formal ownership guidelines due to significant longstanding holdings; directors must purchase HEICO shares equal to ~58% of their annual retainer and Eric receives director compensation commensurate with independent directors .
Option holdings and exercises:
| Grant Date | Share Class | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 3/17/2017 | Common | 195,313 | — | 44.96 | 3/17/2027 |
| 3/16/2018 | Common | 125,000 | — | 70.66 | 3/16/2028 |
| 9/24/2021 | Common | 75,000 | 50,000 | 134.70 | 9/24/2031 |
| 3/17/2023 | Common | 12,500 | 50,000 | 163.35 | 3/17/2033 |
| 6/9/2023 | Common | 12,500 | 50,000 | 163.61 | 6/9/2033 |
Option exercises (FY2024):
| Shares Acquired on Exercise | Value Realized ($) |
|---|---|
| 97,656 (Common) | $23,456,991 |
Employment Terms
- No employment agreements with named executive officers; Company indicates no “golden parachutes” and no option repricing without shareholder approval .
- Clawback Policy adopted September 2023 for accounting restatements .
- Change-in-control economics (as of Oct 31, 2024):
- LCP lump-sum payment obligation for Eric: $27,701,611 .
- Unvested options accelerate upon change in control, liquidation/dissolution, or non-surviving reorganizations; acceleration value for Eric: $13,659,500 .
Board Governance
- Board service: Director since 1992; currently Co-Chairman and Co-CEO; considered an “inside” (non-independent) director .
- Committees: Environmental, Safety & Health Committee member (E,S&H met 4 times in FY2024) .
- Board meetings: 100% attendance by all directors in FY2024; annual elections; majority independent directors (70%) .
- Lead Independent Director: presiding director rotates among committee chairs; independent directors meet at least annually in executive session, with option for executive session without management on each agenda .
- Director compensation norms and required share purchases outlined above .
Director Compensation
| Item | FY2024 Value |
|---|---|
| Annual Board Retainer (policy) | $250,000 |
| Required Stock Purchase (policy) | $145,000 (58% of retainer) |
| Committee Membership Retainer (per committee) | $15,000 |
| Committee Chair Retainer (per committee) | $10,000 |
| Eric’s Director Fees (paid) | $265,000 |
Compensation Peer Group (Benchmarking)
The 13 manufacturing peers used for FY2024 benchmarking: AMETEK, CAE, Crane, Curtiss-Wright, Dover, Hexcel, Howmet Aerospace, Moog, RBC Bearings, Teledyne Technologies, Textron, TransDigm Group, Woodward .
Say-on-Pay & Shareholder Feedback
- FY2023 compensation received ~66% approval at the 2024 annual meeting .
- In response, the Compensation Committee: refrained from NEO option grants in FY2024; approved shifting future option grants and LCP supplemental awards to performance-based vesting; enhanced bonus target disclosure .
Investment Implications
- Alignment: Material insider ownership (Eric ~4.72% of HEI Common and additional Class A holdings) and sizable deferred LCP balance indicate long-term economic exposure, while directors’ required annual stock purchases reinforce ongoing alignment .
- Incentive design: FY2024 bonuses linked to Net Income, EBITDA, and Cash Flow with achievements above target; shift to performance-vested options/LCP suggests rising pay-for-performance rigor, potentially lowering governance risk premiums over time .
- Liquidity/selling pressure: Significant option exercise in FY2024 ($23.46M realized) may indicate periodic liquidity events; trading is governed by a strict insider trading policy and windows with Rule 10b5-1 controls .
- Governance structure: Dual role (Co-Chairman & Co-CEO) and family leadership continuity are mitigated by majority independence, fully independent key committees, rotating lead independent director, and 100% attendance; monitor independence dynamics post-2025 succession .
- Red flags to watch: Historical pledging within the broader Mendelson Reporting Group (legacy 9,500 shares at LAM LP) and the absence of formal hedging policy (despite no hedging by NEOs) warrant ongoing surveillance for alignment risks; confirm pledging status in future filings .
- Contractual protection: No employment agreements or explicit severance multiples; change-in-control accelerates unvested options and pays LCP balances, implying single-trigger exposure on equity—relevant for event risk modeling .