Lewis Prebble
About Lewis Prebble
Lewis Prebble (age 54) is President, Engine Services – Airlines & Fleets at StandardAero (SARO), appointed in April 2021; he has 25+ years in aircraft engines/airlines, including senior executive roles at Rolls‑Royce and strategic roles at Air New Zealand . He holds an MBA from the University of Virginia Darden School and a Bachelor of Commerce & Administration in operations management from Victoria University in Wellington, New Zealand . Company performance metrics tied to his incentives emphasize Management EBITDA, revenue and operating cash flow; in 2024 the AIP paid at 114% of target (Revenue 99.9% vs target → 90% payout; Management EBITDA 102.7% → 110%; Operating cash flow 106.1% → 125%) . Recent reported performance: Q3 2025 revenue $1,497.962 million, operating income $137.342 million, net income $68.120 million and diluted EPS $0.20 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rolls‑Royce (Americas) | Senior Vice President; prior roles: SVP Customer Business – Bombardier; VP Customer Business – Americas; Head of Business Development & Marketing; Services & Sales Director – Asia Pacific | 2014–2021 | Led customer/business development across OEM/aftermarket; regional growth and long-term customer contracts |
| Air New Zealand | Strategic positions (five years) | ~2009–2014 | Strategy and business development within airline operations |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base salary paid ($) | 394,231 | 422,019 |
| Base salary rate ($) | — | 425,000 (post-increase effective Apr 1, 2024) |
| Target bonus (% of base) | 75% | 75% |
| Actual annual bonus paid ($, AIP) | 450,000 | 363,375 |
| Automobile allowance ($) | — | 24,000 |
Performance Compensation
| Metric (AIP FY2024) | Weighting | Target | Actual | Payout (% of target) |
|---|---|---|---|---|
| Revenue (non‑GAAP) | 10% | 100% | 99.9% of target | 90% |
| Management EBITDA (non‑GAAP) | 50% | 100% | 102.7% of target | 110% |
| Operating cash flow (non‑GAAP) | 40% | 100% | 106.1% of target | 125% |
| Overall FY2024 AIP payout | — | — | — | 114% of target |
Notes:
- Equity-based awards for Prebble in 2024 were RSUs granted in recognition of division growth; they vest upon a Liquidity Event, subject to continued service .
Equity Ownership & Alignment
| Item | Quantity | Value ($) | Notes |
|---|---|---|---|
| Restricted shares (time/performance-based) – original grant 3/25/2021 | 318,753 unvested | 7,892,324 market value | Vest immediately prior to a Liquidity Event, subject to service |
| Performance-based restricted shares (unearned tranche) | 35,418 unearned | 876,950 market value | Vest at Liquidity Event if annual Mgmt EBITDA/cash flow targets achieved or MOIC 2.5x met, subject to service |
| RSUs (2024 Plan) grant date 11/23/2024 | 15,000 | 429,900 grant-date fair value | Vest upon Liquidity Event, subject to service |
| Total beneficial ownership (as of 4/17/2025) | 354,171 shares | — | <1% of outstanding shares |
| Stock ownership guideline | — | — | Presidents must hold 1.5x base salary; 5 years to comply; 50% net share retention until threshold met |
| Hedging/Pledging | — | — | Hedging (collars, swaps, exchange funds, etc.) prohibited; pledging not disclosed |
Liquidity Event definition: sale for cash reducing principal equityholders’ aggregate interest below 30% or sale of substantially all assets; IPO did not constitute a Liquidity Event .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement type | Executive offer letter; includes automobile allowance |
| Severance (termination without cause) | Cash severance equal to 6 months base salary ($212,500 as illustrated for 12/31/2024) |
| Non‑compete | 12 months post-termination |
| Non‑solicit | 24 months post-termination |
| Change‑of‑control economics | No acceleration unless a Liquidity Event; awards vest immediately prior to Liquidity Event subject to continued service |
| Clawback | Mandatory recovery of erroneously received incentive compensation for 3 years preceding a required restatement (NYSE/SEC Rule 10D‑1 compliant) |
| Tax gross‑ups | None for excise taxes under §4999; none on perquisites |
Compensation & Ownership Trends (Multi‑Year)
| Metric | 2023 | 2024 |
|---|---|---|
| Total compensation ($) | 909,731 | 1,257,064 |
| Salary ($) | 394,231 | 422,019 |
| Non‑equity incentive ($) | 450,000 | 363,375 |
| Stock awards ($) | — | 429,900 (RSUs) |
| Bonus ($) | 25,000 | — |
| All other comp ($) | 40,500 | 41,770 |
Company Performance Context
| Metric | FY 2024 | Q3 2025 (quarter) |
|---|---|---|
| Revenue ($mm) | 5,223.4 (AIP basis) | 1,497.962 |
| Operating income ($mm) | — | 137.342 |
| Net income ($mm) | — | 68.120 |
| Diluted EPS ($) | — | 0.20 |
Pay‑versus‑performance disclosure shows initial TSR of 75.60 from IPO (10/2/2024) to 12/31/2024; management emphasizes Mgmt EBITDA, revenue, and operating cash flow as the most important performance measures linking pay to outcomes .
Compensation Structure Analysis
- Equity mix emphasizes restricted shares/RSUs that vest at Liquidity Event, increasing retention to liquidity and alignment with sponsor exit economics; performance‑based tranches tie vesting to annual Mgmt EBITDA and cash flow targets or a 2.5x MOIC hurdle .
- 2024 AIP balanced weights (Revenue 10%, Mgmt EBITDA 50%, Operating cash flow 40%) paid above target (114%), reflecting operating execution and cash conversion targets; metrics exclude contributions from Aero Turbine and certain costs, indicating adjusted performance focus .
- No excise tax gross‑ups and a formal clawback strengthen governance; hedging is prohibited, reducing misalignment risk; pledging not disclosed .
- As a “controlled company” under NYSE due to Carlyle >50% ownership, governance exemptions could be elected in future, though SARO states it is not currently relying on them; Carlyle designates 8 of 9 directors, which concentrates board influence .
Risk Indicators & Red Flags
- Controlled company status and sponsor service/arrangement fees and underwriter roles may pose related‑party and governance concerns typical of PE‑backed issuers .
- Liquidity Event‑based vesting could concentrate insider selling pressure at exit; awards vest immediately prior to such event, potentially increasing supply near transaction close .
- No pledge disclosures; hedging prohibited (positive), clawback in place (positive) .
Compensation Peer Group & Process
- Korn Ferry engaged; compensation benchmarked to a broad “Reference Group” across engineering‑heavy industries; committee comprised of independent directors; no meetings in 2024 post‑IPO but policy/plan approvals are in place .
- Stock ownership guidelines: Presidents 1.5x salary; five‑year compliance window; 50% net share retention until met .
Equity Ownership & Alignment Details
- Beneficial ownership: 354,171 unvested restricted shares (<1% of outstanding) .
- Outstanding awards: 318,753 unvested restricted shares; 35,418 performance‑based restricted shares (unearned); 15,000 RSUs (grant‑date fair value $429,900) .
- Ownership guidelines/retention policy and hedging restriction in effect; pledging not specified .
Say‑on‑Pay & Shareholder Feedback
- 2025 proxy includes first advisory votes: say‑on‑pay and say‑on‑frequency; Board recommends one‑year frequency; results to be reported via Form 8‑K post‑meeting .
Investment Implications
- Alignment: Liquidity Event‑based equity and performance tranches align Prebble’s upside with EBITDA/cash flow execution and eventual sponsor exit; ownership guidelines support longer‑term alignment .
- Retention risk: Awards vest at Liquidity Event and severance is modest (6 months base), incentivizing continuity through a transaction but offering limited protection otherwise; non‑compete/non‑solicit provisions further stabilize leadership .
- Trading signals: Expect elevated insider supply around any Liquidity Event due to immediate pre‑close vesting of large restricted share positions; hedging bans limit pre‑event risk management; pledging not disclosed .
- Governance overlay: Controlled company dynamics and related‑party arrangements warrant monitoring of board independence and transaction economics; mitigants include clawback and absence of tax gross‑ups .