Julie Neitzel
HEICOAbout Julie Neitzel
Independent director of HEICO since 2014; age 65 in the 2025 proxy. Partner at WE Family Offices with prior leadership roles at GenSpring Family Offices, Trivest Partners (aviation portfolio), PLC Investments, and earlier roles with Citicorp, Chase Manhattan Bank, and Clark Equipment, bringing deep experience in acquisitions, banking, risk management, and finance; classified as independent under NYSE rules. Tenure: 11 years as of FY2024; core credentials in business strategy, finance, and governance as reflected in the board’s talent matrix.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GenSpring Family Offices (Miami) | President | ~10 years (prior to Jan 2013) | Led a leading wealth management firm; focus on multi-generational planning |
| Trivest Partners | Director | Not disclosed | Worked on aviation portfolio company team; M&A execution experience |
| PLC Investments | President | Not disclosed | Led strategy across direct investments, real estate, global markets; private boards |
| Citicorp; Chase Manhattan Bank; Clark Equipment | Management roles | Not disclosed | Financial, operational, business development, strategic planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WE Family Offices | Partner | Since Jan 2013 | Independent financial advisory and wealth management firm |
| Non-profit/other boards | Not specified for Ms. Neitzel | — | External public company boards not disclosed in proxy |
Board Governance
- Committee assignments (FY2024/FY2025): Compensation Committee member; Finance/Audit Committee member; independent director; not a chair. Compensation Committee met 4 times in FY2024, Finance/Audit met 4 times; Board attendance 100% for FY2023 and FY2024.
- Independence: Determined independent under NYSE standards.
- Engagement: Board held four meetings in FY2024; directors attended 100% of Board and committee meetings; independent directors hold executive sessions at least annually, with an option at every regular board meeting; presiding director rotates among committee chairs.
- Lead Independent Director: Rotating presiding independent director among committee chairs (no single permanent LID).
- Compensation Committee interlocks: None; no insider participation.
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Annual Retainer (Cash) | $250,000 (effective 9/22/2023; prior $220,000) | $250,000 | Directors required to purchase HEICO stock equivalent to 58% of retainer ($145,000) annually |
| Committee Membership Fees | $15,000 per committee; 2 committees = $30,000 | $15,000 per committee; 2 committees = $30,000 | No chair fees for Ms. Neitzel (not a chair) |
| Meeting Fees | Site visits $1,200; prior meeting fees replaced by retainer | None disclosed beyond retainer model | Policy change in 2023 |
| Total Fees Earned | $265,943 | $280,000 | Matches retainer+committee fees |
Performance Compensation
| Instrument/Metric | FY2023 | FY2024 | Vesting/Performance Conditions |
|---|---|---|---|
| Stock Options to Non-Employee Directors | None granted; only Dr. Schriesheim held legacy options | None granted; only Dr. Schriesheim held legacy options | N/A |
| RSUs/PSUs to Directors | Not disclosed | Not disclosed | N/A |
| Performance Metrics Linked to Director Pay | Not disclosed | Not disclosed | N/A |
| Required Annual Stock Purchase | $140,000 pre-9/22/2023 (64% of $220k); $145,000 post-9/22/2023 (58% of $250k) | $145,000 (58% of $250k retainer) | Annual purchase requirement; alignment mechanism |
No performance-based equity awards are disclosed for directors; the alignment lever is the mandatory annual stock purchase requirement.
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Conflicts |
|---|---|---|---|
| Public company boards | — | — | None disclosed in proxy for Ms. Neitzel |
| Private/non-profit boards | Private company boards via PLC Investments; unspecified | Member | No related-party transactions disclosed involving Ms. Neitzel |
Expertise & Qualifications
- Expertise: Acquisitions, business strategy, banking, risk management, finance; wealth management partner perspective; Board Talent Matrix highlights cross-functional governance and finance strengths.
- Board qualifications: Independent director; active Compensation and Finance/Audit committee member; governance experience.
Equity Ownership
| Metric | FY2023 (Record 1/19/2024) | FY2024 (Record 1/17/2025) |
|---|---|---|
| Common Stock – Shares Beneficially Owned | 5,110 (less than 1%) | 5,781 (less than 1%) |
| Class A Common – Shares Beneficially Owned | 11,371 (less than 1%) | 11,292 (less than 1%) |
| Ownership % (each class) | <1% | <1% |
Breakdown (FY2023 and FY2024):
- HEICO Leadership Compensation Plan: 2,263 Common; 9,460 Class A allocated to her account.
- Individual retirement account: 2,400 Common; 1,507 Class A.
- Disclaimed beneficial ownership: 325 Class A held by her son.
- Options: None disclosed for Ms. Neitzel.
- Pledging/Hedging: No pledging disclosed; HEICO states no formal anti-hedging policy and notes named executive officers have not hedged—no director-specific hedging disclosures for Ms. Neitzel.
Insider Trades
| Item | FY2023 | Notes |
|---|---|---|
| Section 16(a) compliance exceptions | None for Ms. Neitzel | Proxy notes late Form 4 filings only for Laurans A. Mendelson and Dr. Alan Schriesheim; no exceptions listed for Ms. Neitzel. |
| Reported Form 4 transactions | Not disclosed in proxy | Proxy does not enumerate director Form 4 transactions; no late filings indicated for Ms. Neitzel. |
Governance Assessment
- Alignment: Strong alignment via mandatory annual director stock purchases of ~$145k; meaningful personal shareholdings across both Common and Class A.
- Independence/engagement: Independent; active service on Compensation and Finance/Audit committees; 100% Board/committee attendance; committees met regularly (Comp 4x, Finance/Audit 4x).
- Compensation structure for directors: Cash retainer plus committee retainers; no stock or option grants to non-employee directors—reduces equity incentive risk but places emphasis on ownership requirement for alignment.
- Compensation Committee practices: Independent committee; utilizes independent consultants; responsive to shareholder feedback (moved to performance-based options/LCP awards for executives and paused NEO options in FY2024). Ms. Neitzel co-signed the CD&A inclusion recommendation.
- Say-on-pay signals (executive comp): Approval fell to ~66% in 2024 from ~92% in 2023; Board responded by enhancing performance linkages—positive governance responsiveness; note for investor sentiment.
- Related-party/conflicts: No related-party transactions involving Ms. Neitzel; Finance/Audit Committee oversees potential conflicts and applies an arm’s-length standard.
RED FLAGS
- None specific to Ms. Neitzel identified in the proxy: no attendance issues, no interlocks, no related-party transactions, no Section 16(a) exceptions. The broader company had lower 2024 say-on-pay support (~66%), though the Compensation Committee (including Ms. Neitzel) acted to address investor concerns with future performance-based awards.
Appendix: Committee Assignments Detail
| Committee | FY2023 | FY2024 | Chair? |
|---|---|---|---|
| Compensation | Member (met 4x) | Member (met 4x) | No |
| Finance/Audit | Member (met 4x) | Member (met 4x) | No |
| Nominating & Corporate Governance | Not a member | Not a member | — |
| Environmental, Safety & Health | Not a member | Not a member | — |
| Stock Option Plan | Not a member (committee members listed) | Not a member (committee members listed) | — |