Marc Drobny
About Marc Drobny
Marc Drobny (age 54) serves as President, Engine Services – Military, Helicopters & Energy; he joined StandardAero in March 2018 as President of Business Aviation and was appointed to his current role in October 2020. He holds a B.S. in Aeronautical Engineering from the U.S. Naval Academy and is a graduate of the U.S. Navy Test Pilot School, following more than a decade of service in the U.S. Navy as an FA‑18 pilot and test pilot, culminating as Department Head of a Navy FA‑18 squadron . Company performance metrics used to determine 2024 NEO incentive payouts were Management EBITDA, operating cash flow, and revenue; 2024 results were: revenue $5,223.4m (99.9% of target), Management EBITDA $644.1m (102.7%), operating cash flow $379.0m (106.1%), driving a 114% of target bonus payout for NEOs . StandardAero reported a 2024 TSR of 75.60 from IPO through year‑end and net income of $10,974,106 for 2024; Management EBITDA was $644,153,000 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| StandardAero | President, Business Aviation | Mar 2018 – Oct 2020 | Led Business Aviation segment prior to elevation to Military/Helicopter & Energy . |
| Executive Jet Management | President | Jul 2016 – Mar 2018 | Led managed fleet operations and services in business aviation . |
| U.S. Navy | FA‑18 Pilot & Test Pilot; Department Head | >10 years (prior to 2016) | Operational leadership and test flight expertise; Department Head of FA‑18 squadron . |
External Roles
- No public-company board service or external directorships disclosed in SARO’s filings reviewed .
Fixed Compensation
- Not disclosed for Drobny in the 2025 DEF 14A; 2024 CD&A covers NEOs (CEO, CFO, Ashmun, Ernzen, Prebble) and does not include Drobny’s base salary or bonus targets .
Performance Compensation
Company AIP mechanics (applied to NEOs in 2024; Drobny-specific participation not disclosed):
| Metric | Weighting (%) | Target Achievement (%) | Actual (FY 2024) | Payout (% of target element) | Vesting |
|---|---|---|---|---|---|
| Revenue | 10 | 99.9 | $5,223.4m | 90 | Annual cash bonus under AIP |
| Management EBITDA | 50 | 102.7 | $644.1m | 110 | Annual cash bonus under AIP |
| Operating Cash Flow | 40 | 106.1 | $379.0m | 125 | Annual cash bonus under AIP |
| Aggregate (NEOs) | — | — | — | 114 (weighted blended payout for NEOs) | Annual cash bonus under AIP |
Notes:
- Metric definitions are non‑GAAP as specified in the CD&A (e.g., revenue and Management EBITDA adjusted for specified items) .
Equity Ownership & Alignment
| Item | Value | Detail |
|---|---|---|
| Direct common shares owned | 46,320 | Form 3 initial ownership (as of 10/02/2024). |
| Unvested restricted stock (derivative) | 177,086 | RS vests one‑for‑one as common immediately prior to “Liquidity Event” per grant terms . |
| Total shares outstanding (record date) | 334,461,630 | As of 04/17/2025. |
| Ownership % of outstanding (direct) | ≈0.0138% | Calculated from 46,320 / 334,461,630 . |
| Ownership % incl. RS (potential) | ≈0.0667% | Calculated from (46,320+177,086) / 334,461,630; RS contingent on Liquidity Event . |
| Stock ownership guidelines | Presidents: 1.5x annual base salary required; 5‑year compliance window; 50% net‑settled share retention until compliant | Company‑wide policy adopted post‑IPO . |
| Hedging/Pledging | Hedging transactions prohibited under Insider Trading Compliance Policy; no pledging disclosure identified | Policy filed as Exhibit 19.1 to 2024 Form 10‑K . |
| Clawback | Mandatory recovery of erroneously received incentive‑based comp for 3 years preceding a required restatement, subject to limited exceptions | Adopted in connection with IPO . |
Vesting/Trigger Mechanics:
- “Liquidity Event” defined as (i) specified cash sale of equity by principal equityholders reducing their aggregate capital interests below 30% of the April 4, 2019 baseline, or (ii) sale of substantially all assets; IPO did not constitute a Liquidity Event . RS awards (converted from Class B Units) vest immediately prior to a Liquidity Event, subject to continued service and, for performance tranches, achievement of annual Management EBITDA/cash flow targets or MOIC catch‑up, or vesting upon MOIC ≥2.5x if determined by the Board at Liquidity Event .
Insider selling pressure:
- No Form 4 transactions for Drobny were identified in SARO filings reviewed; initial Form 3 shows holdings and RS vesting terms .
Employment Terms
| Term | Drobny‑specific disclosure | Company framework |
|---|---|---|
| Offer/Employment Agreement | Not disclosed for Drobny in DEF 14A | CEO: 18‑month salary continuation + pro‑rata bonus + 18‑month benefits upon termination without cause; non‑compete 24 months; non‑solicit 24 months . Certain executives (Satterfield, Ashmun, Ernzen, Prebble): 6‑month base salary; non‑compete 12 months; non‑solicit 24 months . |
| Change‑of‑control economics | Not disclosed for Drobny | Equity generally does not accelerate on change‑in‑control unless it is also a Liquidity Event; RS awards vest immediately prior to Liquidity Event subject to conditions . |
| Clawback | Company policy applies to officers | Mandatory clawback per Rule 10D‑1 . |
| Hedging/Pledging | Company policy applies to officers | Hedging prohibited; insider trading procedures in place . |
Performance & Track Record
- Military division execution: StandardAero delivered its 1,000th GE J85‑5 engine to the U.S. Air Force under the multi‑year Engine Regional Repair Center contract; Drobny highlighted partnership strength and a resilient, transparent value chain supporting the entire J85‑5 fleet and flight line .
- Pay‑versus‑performance context (limited trading history): TSR of 75.60 from IPO (10/02/2024) to 12/31/2024; Net Income $10,974,106; Management EBITDA $644,153,000. TSR and net income were not used to design the executive compensation program; primary pay‑for‑performance measures were Management EBITDA, revenue, and operating cash flow .
Investment Implications
- Alignment: Drobny’s equity is predominantly unvested RS that vest at a Liquidity Event, creating alignment with long‑term value realization and principal stockholder exit conditions; the RS structure also ties vesting to Management EBITDA/cash flow performance and potential MOIC thresholds .
- Selling pressure: No Form 4 sales were observed in filings reviewed; RS awards do not vest until a Liquidity Event, mitigating near‑term selling risk from award vesting .
- Incentive levers: Company AIP emphasizes cash generation and EBITDA quality (50% Management EBITDA, 40% operating cash flow, 10% revenue), which historically drove above‑target payouts; monitoring changes in metric weights or targets is key to pay‑for‑performance integrity .
- Governance policies: Clawback is in force; hedging prohibited; stock ownership guidelines (1.5x salary for Presidents) enhance alignment, though Drobny’s compliance status is not disclosed .
Data gaps: Drobny’s base salary, bonus target %, specific severance terms, and any pledging are not disclosed in the proxy; conclusions should focus on equity structure, vesting triggers, and company‑level incentive design evident in filings .