UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant ☒			Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Rule 14a-12

FTAI Aviation Ltd.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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FTAI AVIATION LTD.

April 16, 2025

Dear Fellow Shareholders:

On behalf of the Board of Directors, I cordially invite you to attend the Annual General Meeting of Shareholders of FTAI Aviation Ltd. (the “Annual General Meeting”) to be held on May 29, 2025, at 9:00 a.m., Eastern Time, at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates, One Manhattan West, New York, New York 10001. The matters to be considered by the shareholders at the Annual General Meeting are described in detail in the accompanying materials.

Your vote is important. Whether or not you expect to attend the Annual General Meeting, we encourage you to vote your shares as soon as possible to ensure your vote will be represented at the meeting. Let me urge you to vote today online, by telephone or, if you requested printed copies of the proxy materials, by completing, signing and returning your proxy card in the envelope provided.

PLEASE NOTE THAT YOU MUST FOLLOW THESE INSTRUCTIONS IN ORDER TO ATTEND AND BE ABLE TO VOTE AT THE ANNUAL GENERAL MEETING. All shareholders may vote in person at the Annual General Meeting. In addition, any shareholder may also be represented by another person at the Annual General Meeting by executing a proper proxy designating that person as the proxy with power to vote your shares on your behalf. If you are a beneficial owner of shares, you must take the following three steps in order to be able to attend and vote at the Annual General Meeting: (1) obtain a legal proxy from your broker, bank or other holder of record and present this legal proxy to the inspector of elections along with your ballot, (2) contact our Investor Relations department to obtain an admission card and present this admission card to the inspector of elections and (3) present an acceptable form of photo identification, such as a driver’s license or passport, to the inspector of elections.


			Sincerely,


			Joseph P. Adams, Jr. Chairman of the Board of Directors

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FTAI AVIATION LTD.

NOTICE OF THE 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

To the Shareholders of FTAI Aviation Ltd.:

The annual general meeting of shareholders of FTAI Aviation Ltd., a Cayman Islands exempted company, will be held on May 29, 2025, at 9:00 a.m., Eastern Time at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates, One Manhattan West, New York, New York 10001 (the “Annual General Meeting”). The matters to be considered and acted upon by shareholders at the Annual General Meeting, which are described in detail in the accompanying materials, are:

(i)	a proposal to elect two Class III directors to serve until the 2028 annual general meeting of shareholders and until their successors are duly elected or appointed and qualified;

(ii)	a proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers;

(iii)

a proposal to approve, on a non-binding advisory basis, the frequency (every one, two, or three years) of future advisory votes to approve the compensation of our named executive officers;

(iv)	a proposal to approve the FTAI Aviation Ltd. 2025 Omnibus Incentive Plan;

(v)	a proposal to approve the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for fiscal year 2025; and

(vi)	any other business properly presented at the Annual General Meeting.

Shareholders of record at the close of business on April 1, 2025 will be entitled to notice of and to vote at the Annual General Meeting. It is important that your shares be represented at the Annual General Meeting regardless of the size of your holdings. A Proxy Statement, proxy card and self-addressed envelope are enclosed. You may vote online, by telephone, or, if you requested printed materials, by returning the proxy card promptly in the envelope provided, which requires no postage if mailed in the United States. Whether or not you plan to attend the Annual General Meeting in person, please vote by one of these three methods.


			By Order of the Board of Directors,

			/s/ BoHee Yoon
			BoHee Yoon Secretary

415 W 13th Street,

7th Floor

New York, New York 10014

April 16, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 29, 2025:

The Notice of Annual General Meeting, Proxy Statement and the Annual Report on Form 10-K

are available on the Investor Relations section of our website at

www.ftaiaviation.com.

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			Page
GENERAL INFORMATION ABOUT VOTING			2
Solicitation of Proxies			2
Shareholders Entitled to Vote			2
Required Vote			2
Voting			3
Right to Revoke Proxy			3
Copies of Annual Report to Shareholders			3
Voting Results			3
Confidentiality of Voting			4
Recommendations of the Board of Directors			4
PROPOSAL NO. 1 ELECTION OF DIRECTORS			5
Information Concerning Our Directors, Including the Director Nominees			5
Compensation of Directors			8
Determination of Director Independence			9
Statement on Corporate Governance			9
Sustainability			10
Insider Trading Policy			10
Anti-Hedging and Anti-Pledging Policies			10
Board and Committee Meetings			10
Executive Sessions of Non-Management Directors			12
Shareholder Communications with Directors			12
Report of the Audit Committee			13
EXECUTIVE OFFICERS			14
COMPENSATION DISCUSSION AND ANALYSIS			15
Risk Management			21
Compensation Committee Report			22
COMPENSATION TABLES			23
CEO Pay Ratio			26
Pay Versus Performance			28
PROPOSAL NO. 2 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			31
PROPOSAL NO. 3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			32
PROPOSAL NO. 4 APPROVAL OF THE FTAI AVIATION LTD. 2025 OMNIBUS INCENTIVE AWARD PLAN			33
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS			42
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			43
PROPOSAL NO. 5 APPROVAL OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			44
Proposed Independent Registered Public Accounting Firm			44
Principal Accountant Fees and Services			44
ADVANCE NOTICE FOR SHAREHOLDER NOMINATIONS AND PROPOSALS FOR 2026 ANNUAL GENERAL MEETING			45
OTHER MATTERS			45
ADDITIONAL INFORMATION			45
ANNEX A: THE FTAI AVIATION LTD. 2025 OMNIBUS INCENTIVE AWARD PLAN			A-1
ANNEX B: RECONCILIATION OF NON-GAAP MEASURES			B-1

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FTAI AVIATION LTD.

415 W 13th Street, 7th Floor,

New York, New York 10014

PROXY STATEMENT

For the 2025 Annual General Meeting of Shareholders to Be Held on

May 29, 2025

This Proxy Statement and the accompanying proxy card and notice of annual general meeting are provided in connection with the solicitation of proxies by and on behalf of the Board of Directors of FTAI Aviation Ltd., a Cayman Islands exempted company, for use at the Annual General Meeting to be held on May 29, 2025 and any adjournment or postponement thereof. “We,” “our,” “us,” “the Company” and “FTAI” each refers to FTAI Aviation Ltd. and its subsidiaries. The mailing address of our executive office is 415 W 13th Street, 7th Floor, New York, New York 10014. This Proxy Statement, the accompanying proxy card and the notice of annual general meeting are first being mailed to holders of ordinary shares of the Company (the “Ordinary Shares”), on or about April 16, 2025.

At the date hereof, management has no knowledge of any business that will be presented for consideration at the Annual General Meeting and which would be required to be set forth in this Proxy Statement or the related proxy card other than the matters set forth in the Notice of Annual General Meeting of Shareholders. If any other matter is properly presented at the Annual General Meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.

Matters to be considered at the Annual General Meeting

At the Annual General Meeting, shareholders of the Company’s Ordinary Shares will vote upon:

(i)	a proposal to elect two Class III directors to serve until the 2028 annual general meeting of shareholders and until their successors are duly elected or appointed and qualified;

(ii)	a proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers;

(iii)

a proposal to approve, on a non-binding advisory basis, the frequency (every one, two or three years) of future advisory votes to approve the compensation of our named executive officers;

(iv)	a proposal to approve the FTAI Aviation Ltd. 2025 Omnibus Incentive Plan;

(v)	a proposal to approve the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for fiscal year 2025; and

(vi)	any other business that may properly come before the Annual General Meeting and any adjournment or postponement thereof.

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GENERAL INFORMATION ABOUT VOTING

Solicitation of Proxies

The enclosed proxy is solicited by and on behalf of our Board of Directors. The expense of preparing, printing and mailing this Proxy Statement and the proxies solicited hereby will be borne by the Company. In addition to the use of the mail, proxies may be solicited by officers and directors, without additional remuneration, by personal interview, telephone or otherwise. The Company has retained D.F. King & Co., Inc. to assist it in the solicitation of proxies, for which D.F. King & Co., Inc. will be paid a fee of $10,000 plus reimbursement of out-of-pocket expenses. The Company will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record as of the close of business on April 1, 2025, and will provide reimbursement for the cost of forwarding the materials.

Shareholders Entitled to Vote

As of April 1, 2025, there were 102,555,975 Ordinary Shares outstanding and entitled to vote. Each Ordinary Share entitles the holder to one vote. Shareholders of record at the close of business on April 1, 2025 are entitled to vote at the Annual General Meeting or any adjournment or postponement thereof.

Shareholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Equiniti Trust Company, LLC, you are considered the shareholder of record with respect to those shares, and these proxy materials were sent directly to you by the Company.

Street Name Holders. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and these proxy materials will be or have been forwarded to you by your bank or broker. The bank or broker holding your account is considered the shareholder of record for purposes of voting at the Annual General Meeting. As a beneficial owner, you have the right to instruct your bank or broker on how to vote the shares held in your account. If you wish to attend the Annual General Meeting, you will need to obtain a “legal proxy” from your bank or broker.

Required Vote

A quorum will be present if the holders of a majority of the outstanding shares entitled to vote are present, in person or by proxy, at the Annual General Meeting. If you have returned a valid proxy or if you hold your shares in your own name as holder of record and attend the Annual General Meeting in person, your shares will be counted as present for the purpose of determining whether there is a quorum. Abstentions and broker “non-votes” (as described below) will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

If a quorum is not present, the Annual General Meeting may be adjourned by the chairman of the meeting or by the vote of a majority of the shares represented at the Annual General Meeting until a quorum has been obtained.

For the election of the nominees to our Board of Directors, the affirmative vote of a plurality of the votes cast at the Annual General Meeting is sufficient to elect the nominee if a quorum is present. For the approval of Proposals 2, 4 and 5, the affirmative vote of a majority of the votes cast at the Annual General Meeting is required to approve such matter. For Proposal 3, the option receiving the highest number of votes will be deemed to be the preferred frequency of our shareholders.

Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by stock exchange rules from voting on a particular matter. Under these rules, when a broker holding shares in “street name” does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who do not receive instructions are not entitled to vote on the election of directors, but they are entitled to vote on the ratification of the appointment of the independent registered public accounting firm.

A vote “withheld” from a director nominee or a broker non-vote on a director nominee will have no effect on the outcome of the vote because it will not be counted in the number of votes cast on a matter and a plurality of the votes cast at the Annual General Meeting is required for the election of each director. Similarly, any abstentions or broker non-votes on the ratification of the appointment of the independent registered public accounting firm will not affect the outcome because abstentions and broker non-votes are not counted as votes cast.

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If the enclosed proxy card is properly executed and returned to us in time to be voted at the Annual General Meeting, it will be voted as specified on the proxy card unless it is properly revoked prior thereto. If no specification is made on the proxy card as to any one or more of the proposals, the Ordinary Shares represented by the proxy will be voted as follows:

(i)	FOR the election of the nominees to our Board of Directors;

(ii)	FOR the approval, on a non-binding advisory basis, the compensation of our named executive officers;

(iii)

ONE YEAR as the frequency of future non-binding advisory votes to approve the compensation of our named executive officers;

(iv)	FOR the approval of the FTAI Aviation Ltd. 2025 Omnibus Incentive Plan;

(v)	FOR the approval of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and

(vi)	in the discretion of the proxy holder on any other business that properly comes before the Annual General Meeting and any adjournment or postponement thereof.

As of the date of this Proxy Statement, we are not aware of any other matter to be raised at the Annual General Meeting.

Voting

Shareholders of Record. If you are a shareholder of record, you may instruct the proxies to vote your shares online or by telephone, or by dating and mailing the proxy card in the postage-paid envelope provided. In addition, you may vote your Ordinary Shares in person at the Annual General Meeting.

Street Name Holders. If you are a street name holder, you will receive instructions from your bank or broker that you must follow to be able to attend the Annual General Meeting or to have your shares voted at the Annual General Meeting.

Right to Revoke Proxy

Shareholders of Record. If you are a shareholder of record, you may revoke your proxy instructions through any of the following methods:

•	log onto the website provided on the proxy card and vote again;

•	dial the number provided on the proxy card and vote again;

•	send written notice of revocation, prior to the Annual General Meeting, to our Secretary, Ms. BoHee Yoon, at FTAI Aviation Ltd., 415 W 13th St, 7th Floor, New York, New York 10014;

•	sign, date and mail a new proxy card to our Secretary; or

•	attend the Annual General Meeting and vote your shares in person.

Street Name Holders. If you are a street name holder, you must contact your bank or broker to receive instructions as to how you may revoke your proxy instructions.

Copies of Annual Report to Shareholders

A copy of our Annual Report on Form 10-K for our most recently completed fiscal year, which has been filed with the Securities and Exchange Commission (the “SEC”), will be mailed to shareholders entitled to vote at the Annual General Meeting who have elected to receive a hard copy of the proxy materials and is also available without charge to shareholders upon written request to: FTAI Aviation Ltd., 415 W 13th St, 7th Floor, New York, New York 10014, Attention: Investor Relations. You can also find a copy of our Annual Report on the Investor Relations section of the FTAI website (www.ftaiaviation.com).

Voting Results

Broadridge Financial Solutions, Inc., our independent tabulating agent, will count the votes and act as the Inspector of Election. We will publish the voting results in a Current Report on Form 8-K, which will be filed with the SEC within four business days of the Annual General Meeting.

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Confidentiality of Voting

We keep all proxies, ballots and voting tabulations confidential as a matter of practice. We permit only our Inspector of Election, Broadridge Financial Solutions, Inc., to examine these documents.

Recommendations of the Board of Directors

The Board of Directors recommends a vote as follows:

(i)	FOR the election of the nominees to our Board of Directors;

(ii)	FOR the approval, on a non-binding advisory basis, the compensation of our named executive officers;

(iii)

ONE YEAR as the frequency of future non-binding advisory votes to approve the compensation of our named executive officers;

(iv)	FOR the approval of the FTAI Aviation Ltd. 2025 Omnibus Incentive Plan; and

(v)	FOR the approval of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

The first proposal is to elect two Class III directors to serve until the 2028 annual general meeting of shareholders and until their respective successors are duly elected or appointed and qualified.

Our Amended and Restated Memorandum and Articles of Association, as amended (the “Articles”), authorizes the number of directors to be not less than three, nor more than nine. The number of directors on the board is currently fixed at six. Our Board of Directors is divided into three classes. The members of each class of directors serve staggered three-year terms. Our current Board of Directors is classified as follows:


Class	Term Expiration	Director	Age
Class I	2026	Joseph P. Adams, Jr.	67
		Judith A. Hannaway	73
		Martin Tuchman	84
Class II	2027	A. Andrew Levison	68
Class III	2025	Paul R. Goodwin	82
		Ray M. Robinson	77

The Board of Directors has unanimously proposed Paul R. Goodwin and Ray M. Robinson as nominees for election as Class III directors. The director nominees currently serve on our Board of Directors. If elected at the Annual General Meeting, each of Mr. Goodwin and Mr. Robinson will hold office until the 2028 annual general meeting of shareholders and until their successors are duly elected or appointed and qualified, subject to earlier death, resignation or removal. Unless otherwise instructed, we will vote all proxies we receive FOR Paul R. Goodwin and Ray M. Robinson. If any of the nominees becomes unable to stand for election as a director, an event that our Board of Directors does not presently expect, the proxy will be voted for a replacement nominee if one is designated by our Board of Directors.

The Board of Directors recommends that you vote FOR the election of Paul R. Goodwin and Ray M. Robinson to serve as our Class III directors until the 2028 annual general meeting of the shareholders and until their successors are duly elected or appointed and qualified.

Information Concerning Our Directors, Including the Director Nominees

Set forth below is certain biographical information for our directors, including the director nominees, as well as the month and year each person was first elected as one of our directors.

Each of our directors was selected because of the knowledge, experience, skill, and expertise the director contributes to the Board of Directors as a whole. Our directors have extensive familiarity with our business and experience from senior positions in large, complex organizations. In these positions, they gained core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, and leadership development. The Nominating and Corporate Governance Committee believes that each of the directors also has key attributes that are important to an effective Board of Directors: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; a broad range of background, experience, and thought; and the commitment to devote significant time and energy to service on the Board of Directors and its committees.

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Joseph P. Adams, Jr. Chief Executive Officer and Director since May 2015; Chairman since May 2016			Mr. Adams has served as our Chief Executive Officer and on our Board of Directors since May 2015, and he became the Chairman of our Board of Directors in May 2016. He is currently Chairman of the board of FTAI Infrastructure Inc. (Nasdaq: FIP) and has been a director since April 2022. Until May 2024, he was a member of the Management Committee of Fortress Investment Group LLC (“Fortress”) and a Managing Director at Fortress within the Private Equity Group. He previously served as a member of the board of directors of Seacastle, Inc., SeaCube Container Leasing Ltd., Aircastle Limited and RailAmerica Inc. Previously, Mr. Adams was a partner at Brera Capital Partners and at Donaldson, Lufkin & Jenrette where he was in the transportation industry group. In 2002, Mr. Adams served as the first Executive Director of the Air Transportation Stabilization Board. Mr. Adams received a B.S. in Engineering from the University of Cincinnati and an M.B.A. from Harvard Business School. Mr. Adams’ experience, including his role serving as Deputy Chairman on a number of boards for portfolio companies of Fortress, provides the Board with valuable insights into how boards at other companies address issues similar to those faced by the Company. In addition, his experience as a private equity investor and investment and merchant banker provides the Board with valuable guidance on financial, strategic planning and investor relations matters, particularly as it relates to transportation related industries.

Paul R. Goodwin Director since May 2015			Mr. Goodwin has served on our Board of Directors since May 2015. Mr. Goodwin also served on the board of directors of SeaCube Container Leasing Ltd (which went private in 2013) from 2009 through 2017, on the board of directors of RailAmerica, Inc. from October 2009 through October 2012, on the board of directors of Manhattan Associates, Inc. from April 2003 through May 2011, and on the board of directors of the National Railroad Retirement Investment Trust from 2003 through 2006. From June 2003 through 2004, Mr. Goodwin served as a consultant to CSX Corporation, which, through its subsidiaries, operates the largest rail network in the eastern United States. From April 2000 until June 2003, Mr. Goodwin served as vice-chairman and chief financial officer of CSX Corporation. Mr. Goodwin started with CSX Corporation in 1965 and held various senior management positions with entities affiliated with CSX Corporation group, including executive vice president and chief financial officer, senior vice president finance and planning and executive vice president of finance and administration. Mr. Goodwin graduated from Cornell University with a B.S. in Civil Engineering and received an M.B.A. from George Washington University. Mr. Goodwin’s over fifty years of experience, including serving as vice-chairman and chief financial officer of CSX Corporation, is highly relevant to the Company. His experience provides the board of directors with a deep understanding of the freight railroad business and also provides financial expertise to the board of directors, including an understanding of financial accounting and reporting, including internal controls, and corporate finance and capital markets.

Judith A. Hannaway Director since January 2018			Ms. Hannaway has served on our Board of Directors since January 2018. Ms. Hannaway also serves on the FTAI Infrastructure Inc. (Nasdaq: FIP) board of directors. During the past several years, Ms. Hannaway has acted as a consultant to various financial institutions. Prior to acting as a consultant, Ms. Hannaway was employed by

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			Scudder Investments, a wholly-owned subsidiary of Deutsche Bank Asset Management, as a Managing Director. Ms. Hannaway joined Scudder Investments in 1994 and was responsible for Special Product Development including closed-end funds, offshore funds and REIT funds. Prior to joining Scudder Investments, Ms. Hannaway was employed by Kidder Peabody as a Senior Vice President in Alternative Investment Product Development. Prior to joining Kidder Peabody in 1983, Ms. Hannaway was a Senior Vice President in the Leverage Leasing Group at Merrill Lynch involved in aircraft and other transportation equipment leasing. Ms. Hannaway also spent time at Continental Grain Company at the beginning of her career in the Long Range Planning Group doing barge financing and leasing. Ms. Hannaway served as a member of the board of directors of DiamondPeak Holdings Corp. from February 2019 to October 2021. From 2015 to 2019, Ms. Hannaway was the lead Independent Director of Northstar Realty Europe Corp. Ms. Hannaway served as an independent director of NorthStar Realty and Northstar Asset Management from September 2004 and June 2014, respectively, through January 2017. Ms. Hannaway holds a B.A. with honors from Newton College of the Sacred Heart and an M.B.A. from Simmons College Graduate Program in Management. Her extensive experience in the aviation and transportation business and on public company boards led our Board of Directors to conclude that Ms. Hannaway should serve as a director.

A. Andrew Levison Director since January 2018			Mr. Levison has served on our Board of Directors since January 2018. Mr. Levison founded Levison & Co., the predecessor of Southfield Capital, in November 2002. Before that he was the head of leveraged finance at Donaldson, Lufkin & Jenrette (DLJ), where he oversaw banking and origination activities for all of the firm’s investment banking products for leveraged companies. Prior to joining DLJ, he was a Managing Director of the Leveraged Buyout Group at Drexel Burnham Lambert and a Vice President of the Special Finance Group at Manufacturers Hanover Trust. Mr. Levison has served on the boards of over 25 public and private companies related to investments and is currently on the board of directors of Vanguard Dealer Services, Stationhead, Inc. and the Levison/Present Foundation at Mount Sinai Hospital. Mr. Levison is also on the advisory board of the NYU Langone Orthopedics Hospital. He also served on the board of directors of Ferrellgas Partners, L.P. (NYSE: FGP) until September 2024. He earned a B.S. degree in finance from Babson College. His experience in finance and investments, and relevant public company board service, led our Board of Directors to conclude that Mr. Levison should serve as a director.

Ray M. Robinson Director since May 2015			Mr. Robinson has served on our Board of Directors since May 2015. Mr. Robinson has been the non-executive chairman of Citizens Trust Bank since May 2003. From 1996 to 2003 he served as the President of the Southern Region of AT&T Corporation. Mr. Robinson is a director of FTAI Infrastructure Inc. (Nasdaq: FIP) and PROG Holdings, Inc. (NYSE: PRG), which are public companies, and was previously a director of Aaron’s Inc., Acuity Brands Inc., American Airlines Group Inc., Avnet, Inc., Choicepoint Inc., Mirant Corporation, and RailAmerica, Inc. He was the president of Atlanta’s East Lake Golf Club from May 2003 to December 2005, and has been President Emeritus since December 2005. Mr. Robinson was the Chairman of Atlanta’s East Lake Community Foundation from

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			November 2003 to January 2005 and has been Vice Chairman since January 2005. Mr. Robinson was selected as a director because of his extensive service on other public company boards, sales and marketing experience gained through senior leadership positions, extensive operational skills from his tenure at AT&T, and longstanding involvement in civic and charitable leadership roles in the community.

Martin Tuchman Director since May 2015			Mr. Tuchman has served on our Board of Directors since May 2015. Mr. Tuchman is Chief Executive Officer of the Tuchman Group, which oversees holdings in real estate, banking and international shipping, and has headed Kingstone Capital V, a private investment group, since 2007. Mr. Tuchman has served on the board of directors of Princeton Bancorp, Inc. (Nasdaq: BPRN, previously the Bank of Princeton) since September 2017. He served on the board of directors of Horizon Lines, Inc. from November 2011 to May 2015 and on the board of directors for SeaCube Container Leasing Ltd. from March 2011 to April 2013. Mr. Tuchman served as the Vice Chairman of the First Choice Bank in Lawrenceville, N.J. from December 2008 to April 2015, and served as Chairman of First Choice Bank from April 2015 to December 2016. In 1968, after helping develop the current standard for intermodal containers and chassis in connection with the American National Standards Institute, Mr. Tuchman co-founded Interpool, Inc., a leading container leasing business, which was sold to funds affiliated with Fortress, in 2007. In 1987, Mr. Tuchman formed Trac Lease, a chassis leasing company which was subsequently merged into Interpool, Inc. Mr. Tuchman holds a B.S. in Mechanical Engineering from the New Jersey Institute of Technology and an M.B.A. from Seton Hall University. Mr. Tuchman’s experience in the container leasing and shipping industry and as Chief Executive Officer of The Tuchman Group provides the board with valuable insights on the financial and strategic planning matters, particularly as they relate to transportation related industries.

Compensation of Directors

The total annual compensation generally payable to our non-employee directors was $175,000 in respect of 2024. In addition, we pay an annual fee to the chairperson of the Audit Committee of $10,000. At their election, fees to non-employee directors may be paid in the form of fully-vested Ordinary Shares, based on the value of such Ordinary Shares at the date of issuance, rather than in cash, provided that any such issuance does not prevent such director from being determined to be independent and such shares are granted pursuant to a shareholder-approved plan or the issuance of such shares is otherwise exempt from Nasdaq listing requirements. Each non-employee director also received an initial one-time grant of fully vested options to purchase 5,000 Ordinary Shares under our Nonqualified Stock Option and Incentive Award Plan (the “Plan”) upon the date of the first meeting of our Board of Directors attended by such director. Affiliated directors are not separately compensated by us. All members of our Board of Directors are reimbursed for reasonable costs and expenses incurred in attending meetings of our Board of Directors. We also made a one-time payment of $25,000 to each of Messrs. Goodwin, Robinson and Tuchman in connection with their services on a special committee of the Board of Directors and $50,000 to Ms. Hannaway in connection with her service as Chairperson on a special committee Board of Directors, which was created to negotiate and approve the Internalization.

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Director Compensation Table for 2024


Name	Fees Earned or Paid in Cash	Share Awards	Option Awards⁽¹⁾	Total
Paul R. Goodwin	$117,500	$92,500	—	$210,000
Judith A. Hannaway	$225,000	—	—	$225,000
A. Andrew Levison	$87,500	$87,500	—	$175,000
Ray M. Robinson	$—	$200,000	—	$200,000
Martin Tuchman	$—	$200,000	—	$200,000

(1)	As of December 31, 2024, Mr. Levison, Mr. Robinson and Mr. Tuchman each held fully vested options to purchase 5,000 Ordinary Shares.

Determination of Director Independence

If required under the listing standards of the Nasdaq Stock Market LLC (“Nasdaq”), the Board of Directors shall be comprised of a majority of directors who qualify as independent directors (“Independent Directors”) under the listing standards of Nasdaq.

Pursuant to the Company’s Corporate Governance Guidelines, the Board of Directors must be comprised of a majority of directors who qualify as Independent Directors. The Board of Directors review annually the relationships that each director has with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). Following such annual review, only those directors who the Board of Directors affirmatively determines satisfy the applicable independence requirements will be considered Independent Directors. The Board of Directors may adopt and disclose categorical standards to assist it in determining director independence. In the event that a director becomes aware of any change in circumstances that may result in such director no longer being considered independent under the listing standards of Nasdaq or under applicable law, the director must promptly inform the Chair of the Nominating and Corporate Governance Committee. Our Board of Directors determined that Ms. Hannaway and Messrs. Goodwin, Levison, Robinson and Tuchman qualify as independent directors under the corporate governance standards of Nasdaq.

Statement on Corporate Governance

We emphasize the importance of professional business conduct and ethics through our corporate governance initiatives. Our Board of Directors consists of a majority of independent directors (in accordance with Nasdaq rules). Our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee are each composed entirely of independent directors.

We have adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics, which delineate our standards for our officers and directors. We make available, free of charge through a link on our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports, if any, as filed with the SEC as soon as reasonably practicable after such filing. Our site also contains our Code of Business Conduct and Ethics, Code of Ethics for Senior Officers, Corporate Governance Guidelines, and the charters of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee of our Board of Directors. Our website address is www.ftaiaviation.com. You may also obtain these documents by writing the Company at 415 W 13th St, 7th Floor, New York, New York 10014, Attention: Investor Relations.

As mentioned above, the Board of Directors has adopted a Code of Business Conduct and Ethics, which is available on our website, that applies to all employees and each of our directors and officers, including our principal executive officer and principal financial officer. The purpose of the Code of Business Conduct and Ethics is to promote, among other things, honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in public communications and reports and documents that the Company files with, or submits to, the SEC, compliance with applicable governmental laws, rules and regulations, accountability for adherence to the code and the reporting of violations thereof.

The Company has also adopted a Code of Ethics for Senior Officers, which is available on our website and which sets forth specific policies to guide the Company’s senior officers in the performance of their duties. This

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code supplements the Code of Business Conduct and Ethics described above. The Company intends to disclose any changes in or waivers from either code applicable to the Company’s executive officers or directors by posting such information on our website.

The Company does not have a policy to separate the roles of Chief Executive Officer and Chairman of the Board of Directors, as the Board of Directors believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board. Mr. Adams has served as the Chairman of our Board of Directors, and of that of our predecessor entity, since May 2016 and as our Chief Executive Officer, and of that of our predecessor entity, since May 2015. The Board of Directors believes that having Mr. Adams serve as both our Chief Executive Officer and Chairman is an appropriate, effective and efficient leadership structure, especially given Mr. Adams’s extensive experience in the industry and on other boards. The Board of Directors has also determined that combining the Chief Executive Officer and Chairman roles provides for clear accountability and leadership responsibility, and facilitates effective decision-making and a cohesive corporate strategy. The Board of Directors periodically reviews its leadership structure. The Company does not have a lead independent director; however, an independent director presides over the executive sessions. For additional information, see “Executive Sessions of Non-Management Directors.”

Sustainability

As part of our strategy, we are focused on supporting the transition to a low-carbon economy and aim to provide sustainable aviation solutions by leveraging our business team’s expertise and business and financing relationships, as well as our access to capital. We highlighted certain of our current sustainability solutions and investments in our Form 10-K for the year ended December 31, 2024, and we expect to continue to explore additional sustainability-related opportunities.

Insider Trading Policy

We maintain a Public Company Insider Trading Compliance Policy that applies to members of our Board of Directors, our officers and all other employees, which we believe is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and listing standards. Our Public Company Insider Trading Compliance Policy is filed as Exhibit 19.1 to our Annual Report for the year ended December 31, 2024.

Anti-Hedging and Anti-Pledging Policies

Pursuant to our Insider Trading Compliance Policy, all directors, executive officers, and employees are prohibited from engaging in any transaction intended to hedge or minimize losses in the Company’s securities, including engaging in transactions in puts, calls, or other derivatives of the Company’s securities or short-selling the Company’s securities. Margin accounts of pledges of the Company’s securities are also prohibited. An exception may be granted under certain limited circumstances.

Board and Committee Meetings

During the year ended December 31, 2024, our Board of Directors held 13 meetings. No director attended fewer than 75 percent of all meetings of our Board of Directors and the committees on which such director served. The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. During 2024, the Audit Committee met seven times, the Compensation Committee met four times and the Nominating and Corporate Governance Committee met one time. The board of directors of FTAI Aviation Investors LLC also established a special committee to negotiate and approve the Internalization. Although director attendance at the Company’s annual general meeting each year is encouraged, the Company does not have an attendance policy.

Audit Committee. Our Board of Directors has a standing Audit Committee composed entirely of independent directors. The current members of the Audit Committee are Mr. Goodwin (Chairperson), Ms. Hannaway and Mr. Robinson, each of whom has been determined by our Board of Directors to be independent in accordance with Nasdaq rules and the SEC’s audit committee independence standards. The purpose of the Audit Committee is to provide assistance to the board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the Company and its subsidiaries, including, without limitation, assisting the board’s oversight of (a) the integrity of the Company’s financial statements; (b) the Company’s compliance with legal and regulatory requirements;

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(c) the Company’s independent registered public accounting firm’s qualifications and independence; and (d) the performance of the Company’s independent registered public accounting firm and the Company’s internal audit function. The Audit Committee is also responsible for appointing the Company’s independent registered public accounting firm and approving the terms of the registered public accounting firm’s services. The Audit Committee operates pursuant to a charter, which is available on our website, www.ftaiaviation.com. You may also obtain a copy of the charter by writing the Company at 415 W 13th St, 7th Floor, New York, New York 10014, Attention: Investor Relations.

The Board of Directors has determined that Mr. Goodwin qualifies as an “Audit Committee Financial Expert” as defined by the rules of the SEC. As noted above, our Board of Directors has determined that Mr. Goodwin is independent under Nasdaq and SEC standards.

Risk Oversight. The Company’s risk management is overseen by the Chief Executive Officer, who receives reports directly from other officers and individuals who perform services for the Company, including, but not limited to, our General Counsel and Chief Information Security Officer. Material risks are identified and prioritized by management, and material risks are periodically discussed with the Board of Directors. The Board of Directors regularly reviews information regarding the Company’s credit, liquidity and operations, including risks and contingencies associated with each area. In addition to the formal compliance program, the Board of Directors encourages management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations.

Compensation Committee. The members of the Compensation Committee are Mr. Robinson (Chairperson), Ms. Hannaway and Messrs. Goodwin and Levison, each of whom has been determined by our Board of Directors to be independent in accordance with Nasdaq rules. The Compensation Committee is responsible for (a) making all decisions regarding the compensation levels of our executive officers relating to the portion of 2024 following the Internalization Date, (b) administering and approving the grant of awards under any incentive compensation plan, including any equity-based plan, of the Company and (c) evaluating annually the appropriate level of director compensation. The charter of the Compensation Committee is available on our website, at www.ftaiaviation.com. You may also obtain a copy of the charter by writing the Company at 415 W 13th St, 7th Floor, New York, New York 10014, Attention: Investor Relations.

Each member of the Compensation Committee is a “non-employee director” as defined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as being an independent director under Nasdaq listing standards and other applicable laws, rules and regulations.

Nominating and Corporate Governance Committee. Our Board of Directors has a standing Nominating and Corporate Governance Committee composed entirely of independent directors. The current members of the Nominating and Corporate Governance Committee are Ms. Hannaway (Chairperson), and Messrs. Goodwin, Robinson and Tuchman, each of whom has been determined by our Board of Directors to be an independent director in accordance with Nasdaq rules. The functions of the Nominating and Corporate Governance Committee include, without limitation, the following: (a) recommending to the board individuals qualified to serve as directors of the Company and on committees of the board; (b) advising the board with respect to board composition, procedures and committees; (c) advising the board with respect to the corporate governance principles applicable to the Company; and (d) overseeing the evaluation of the board. The charter of the Nominating and Corporate Governance Committee is available on our website, at www.ftaiaviation.com. You may also obtain a copy of the charter by writing the Company at 415 W 13th St, 7th Floor, New York, New York 10014, Attention: Investor Relations.

The Nominating and Corporate Governance Committee, as required by the Company’s Articles, will consider director candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating and Corporate Governance Committee will take into consideration the needs of the Board of Directors and the qualifications of the candidate and may take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held.

The Company’s Articles provide certain procedures that a shareholder must follow to nominate persons for election to the Board of Directors. Nominations for director at an annual shareholder meeting must be submitted in writing to the Company’s Secretary at FTAI Aviation Ltd., 415 W 13th St, 7th Floor, New York, New York

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10014. The Secretary must receive the notice of a shareholder’s intention to introduce a nomination at an annual general meeting (together with certain required information set forth in the Company’s Articles) within the timeframes set forth below under “Advance Notice for Shareholder Nominations and Proposals for 2026 Annual General Meeting.”

The Nominating and Corporate Governance Committee believes that the qualifications for serving as a director of the Company are, taking into account such person’s familiarity with the Company, possession of such knowledge, experience, skills, expertise, integrity and a range of perspectives as would enhance the board’s ability to manage and direct the affairs and business of the Company, including, when applicable, the ability of committees of the board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or Nasdaq rule.

In addition to considering a director-candidate’s background and accomplishments, the process for identifying and evaluating all nominees includes a review of the current composition of the Board of Directors and the evolving needs of our business. The Nominating and Corporate Governance Committee will identify potential nominees by asking current directors and executive officers to notify the Committee if they become aware of suitable candidates. The Nominating and Corporate Governance Committee also may, from time to time, engage firms that specialize in identifying director candidates. As described above, the Nominating and Corporate Governance Committee will also consider candidates recommended by shareholders. Our evaluation of nominees does not necessarily vary depending on whether or not the nominee was nominated by a shareholder. In considering candidates submitted by shareholders, the Nominating and Corporate Governance Committee may take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. We do not have a formal policy with regard to the consideration of diversity in identifying director nominees, but the Nominating and Corporate Governance Committee strives to nominate individuals with a variety of complementary skills. The Nominating and Corporate Governance Committee assesses its achievement of a balance of perspectives and experiences represented on the Board and their alignment with the Company’s strategic priorities as part of the Board’s annual self-assessment process.

Executive Sessions of Non-Management Directors

Executive sessions of the non-management directors occur during the course of the year. “Non-management directors” include all directors who are not officers or employees of the Company. The non-management director presiding at those sessions rotate from meeting to meeting among the chair of each of the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee, to the extent the director is present at the executive session.

Shareholder Communications with Directors

The Company provides the opportunity for shareholders and interested parties to communicate with our directors. You can contact our Board of Directors to provide comments, to report concerns, or to ask a question, at the following address:

FTAI Aviation Ltd.

Secretary

415 W 13th St, 7th Floor

New York, New York 10014

Shareholders can contact the non-management directors (including the director who presides over the executive sessions of non-management directors, or the non-management directors as a group, or the Audit Committee as a group) at the address above or at the following email address: NonManagementDirectors@ftaiaviation.com.

All communications received as set forth in the preceding paragraph will be opened by the Legal and Compliance Department, for the sole purpose of determining whether the contents represent a message to the directors. Any contents that are not in the nature of advertising, promotions of a product or service or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board of Directors or any group or committee of directors, sufficient copies of the contents will be made for each director who is a member of the group or committee to which the envelope or e-mail is addressed. Concerns relating to accounting, internal controls or auditing matters are brought to the attention of the Chairperson of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.

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REPORT OF THE AUDIT COMMITTEE

In accordance with and to the extent permitted by the rules of the SEC, the information contained in the following Report of the Audit Committee shall not be incorporated by reference into any of the Company’s future filings made under the Exchange Act, and shall not be deemed to be “soliciting material” or to be “filed” under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”).

The Audit Committee operates under a written charter approved by the Board of Directors, consistent with the corporate governance rules issued by the SEC and Nasdaq. The Audit Committee’s charter is available on the Company’s website at www.ftaiaviation.com. The members of the Audit Committee hold executive sessions during the course of the year.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. It is not the duty of the Audit Committee to prepare the Company’s financial statements, to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate in accordance with generally accepted accounting principles. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The independent registered public accounting firm is responsible for auditing the financial statements and expressing an opinion as to whether those audited financial statements fairly present the financial position, results of operations and cash flows of the Company in conformity with generally accepted accounting principles.

The Audit Committee has reviewed and discussed with management and the independent registered public accounting firm the Company’s internal control over financial reporting, including a review of management’s and the independent registered public accounting firm’s assessments of and reports on the effectiveness of internal control over financial reporting and any significant deficiencies or material weaknesses.

The Audit Committee has reviewed and discussed with management the audited financial statements in the annual report on Form 10-K.

The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC, including the auditor’s judgment as to the quality, not just the acceptability, of the accounting principles, the consistency of their application and the clarity and completeness of the audited financial statements.

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable PCAOB requirements and has discussed with the independent registered public accounting firm their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors agreed) that the audited financial statements be included in the annual report on Form 10-K for the year ended December 31, 2024, for filing with the SEC. The Audit Committee and the Board of Directors also have recommended, subject to shareholder approval, the selection of the Company’s independent registered public accounting firm for fiscal year 2025.

The Audit Committee

Paul R. Goodwin, Chairperson

Judith A. Hannaway

Ray M. Robinson

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EXECUTIVE OFFICERS

The following table shows the names and ages of our executive officers and the positions held by each individual. A description of the business experience of each for at least the past five years follows the table.


Name	Age	Position
Joseph P. Adams, Jr.	67	Chief Executive Officer and Chairman of the Board of Directors
Eun (Angela) Nam	43	Chief Financial Officer and Chief Accounting Officer
David Moreno	35	Chief Operating Officer
Stacy Kuperus	39	Chief Portfolio Officer
BoHee Yoon	46	General Counsel and Secretary

Joseph P. Adams, Jr. For information regarding Mr. Adams, see “Information Concerning Our Directors, Including the Director Nominees” above.

Eun (Angela) Nam has been our Chief Financial Officer since August 2022 and Chief Accounting Officer since August 2018. Until May 2024, Ms. Nam served as a Senior Vice President of the Fortress Private Equity group, and was involved in various mergers and acquisitions and capital markets transactions. Ms. Nam previously served as Interim Chief Accounting Officer of Drive Shack Inc., an entity that was then managed by Fortress, from March through September 2016. Prior to joining Fortress in 2014, Ms. Nam worked in KPMG LLP’s audit and risk advisory services for over ten years. Ms. Nam received a Bachelor of Business Administration in Finance and Accounting from Emory University, and is a certified public accountant.

David Moreno has been our Chief Operating Officer since January 2021 and was appointed an executive officer on April 15, 2025. From 2013 to 2021, Mr. Moreno held various roles within Fortress in the Private Equity Group focused on aviation investments. He also serves as a member of the board of directors of High Turbine Technologies. Mr. Moreno holds a B.A. in Business Administration and an M.S. in Accounting from Babson College.

Stacy Kuperus has been our Chief Portfolio Officer since March 2021 and was appointed an executive officer on April 15, 2025. She is responsible for the execution of business operations across the various portfolio of assets owned by the Company. Ms. Kuperus joined Fortress in 2014 and has held various roles within the aviation platform leading and developing the operational and organizational structure to support the growth of FTAI Aviation’s portfolio. Ms. Kuperus holds a B.S. in Accounting from Nyack College.

BoHee Yoon is our General Counsel, has been our Secretary since May 2024 and was appointed an executive officer on April 15, 2025. Ms. Yoon joined Fortress in 2014, where she was most recently a Managing Director and Counsel in the Private Equity Group, and served as Secretary of FTAI Infrastructure Inc. (Nasdaq: FIP), Rithm Capital Corp. (NYSE: RITM), and Drive Shack Inc. (formerly NYSE: DS). Ms. Yoon began her career at Debevoise & Plimpton LLP in New York. Ms. Yoon is a member of the Fordham Law Alumni Association Board of Directors and Dean’s Advisory Group, was a member of Swarthmore College’s Board of Managers until 2023 and continues to serve as a member of its Nominating and Governance and Social Responsibility Committees. Ms. Yoon holds a B.A. in Political Science from Swarthmore College, an M.A. in International Affairs from The New School, and a J.D. from Fordham Law School.

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COMPENSATION DISCUSSION AND ANALYSIS

Business Overview

2024 was a transformational year for the Company during which we achieved significant strategic and financial milestones. Our strong financial performance supported by our differentiated business model positions us well for continued future growth.

(1)	Comprised of Net Loss Attributable to Shareholders of ($32.1) million adjusted for $300.0 million related to internalization fee and $8.5 million of non-recurring management and incentive fees.

(2)	This a Non-GAAP measure. See Reconciliation of Non-GAAP Measures section in Annex B for a reconciliation to the most comparable GAAP measure.

(3)	Comprised of $2,325.8 million Aviation net leasing equipment, $551.2 inventory, $60.9 million financing receivables and $19.0 million of equity investments.

(4)	A CFM56 engine is comprised of three module components, numbers disclosed include 99 engine equivalents held as inventory in the balance sheet and 591 engines included in net leasing equipment and financing receivables.

(5)	$22 Billion estimated annual maintenance spend on the CFM56 and V2500 per Aviation Week. Aerospace Products generated $1 billion of revenue in 2024, which equates to approximately 5% market share.

(6)	Includes 200K square feet related to Rome facility. JV agreement signed but subject to certain customary closing conditions.

Named Executive Officers

The Compensation Discussion and Analysis that follows provides a description of our executive compensation program for 2024, including the portion of 2024 that preceded the internalization of our management function to operate as an internally managed company, which occurred on May 28, 2024 (the “Internalization” and such date, the “Internalization Date”). For 2024, our named executive officers were:

•	Joseph P. Adams, Jr., Chief Executive Officer

•	Eun (Angela) Nam, Chief Financial Officer and Chief Accounting Officer

Each of our named executive officers was employed by and compensated by our former manager prior to the Internalization Date. Prior to the Internalization Date, Mr. Adams devoted a substantial portion of his time to the Company, although he did not exclusively provide services to us. Since our former manager compensated Mr. Adams based on the overall value of the various services that he performed for our former manager, our former manager informed us that it was not able to segregate and identify any portion of the compensation awarded to him prior to the Internalization Date (including for any part of 2023 or 2022) as relating solely to service performed for us. However, in connection with the Internalization, the Company agreed to accrue for and pay Mr. Adams’ entire base salary and discretionary short-term incentive bonus payment for 2024, including for the portion of 2024 prior to the Internalization Date. Accordingly, we have included information relating to the compensation paid to Mr. Adams for all of 2024 (including compensation for the portion of 2024 that preceded the Internalization Date) in the “Summary Compensation Table for 2024” below, but we have not included information relating to the compensation paid to Mr. Adams by our former manager for 2023 or 2022.

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In 2024, as well as in each of 2023 and 2022, Ms. Nam was exclusively dedicated to providing services to us. Accordingly, the entire amount of the compensation that our former manager paid to Ms. Nam for the portion of 2024 that was prior to the Internalization Date, as well as the compensation that our former manager paid to Ms. Nam for 2023 and 2022, was for services performed for us, and we have therefore reported that compensation in the “Summary Compensation Table for 2024” below.

Role of the Compensation Committee in Executive Compensation

Our Compensation Committee sets the compensation philosophy, financial objectives, policies and practices of compensation for our named executive officers. In approving compensation levels and targets, individual objectives and financial performance measures and targets for our named executive officers, our Compensation Committee focuses on the relationship between our executive compensation program and the achievement of our financial and strategic objectives, with an emphasis on creating a pay program that is aligned with the shareholder experience.

Our Compensation Committee made all decisions regarding the compensation levels of our named executives officers relating to the portion of 2024 following the Internalization Date. For 2024, these decisions included the determination of base salaries for Mr. Adams and Ms. Nam at the Internalization, establishing Ms. Nam’s target annual cash bonus opportunity, granting equity awards, and determining earned incentives for 2024 performance. Because the Internalization occurred in the middle of 2024, there were no pre-established or formulaic performance goals for the fiscal year. Instead, earned incentives were based on a subjective assessment of Company performance and each named executive officer’s contribution to that performance.

For 2025, the Compensation Committee worked with its independent compensation consultant to implement a more structured executive compensation program designed to support our business strategy and using a framework aligned with market and best practices. The 2025 annual incentive program for our named executive officers includes a range of earnings opportunity for each executive and corresponding financial and strategic performance goals and weightings. The 2025 long-term equity incentive program includes grants of service-vesting restricted stock units (RSUs) and performance-vesting stock units (PSUs) to support retention of key talent, align the interests of management with those of shareholders, and reward long-term performance achievements.

Role of our Executive Officers in Executive Compensation

For 2024, Mr. Adams made recommendations to the Compensation Committee regarding Ms. Nam’s compensation. Additionally, management provided input into the design of the 2025 incentive compensation programs to provide that these programs support the Company’s business objectives and strategic priorities. As appropriate, certain members of the senior management team attend Compensation Committee meetings but are not present for executive sessions. The CEO’s compensation is discussed and approved during executive sessions of the Compensation Committee without the CEO present. The Compensation Committee makes all final decisions with respect to compensation of our named executive officers.

Role of the Independent Compensation Consultant

Our Compensation Committee reviews the competitiveness of our executive compensation program and recent governance trends relating to executive compensation when determining the compensation levels for our named executive officers. To assist the Compensation Committee in this process, our Compensation Committee retained FW Cook as its independent compensation consultant to provide advice on our executive compensation practices. FW Cook does no work for our management team that is not under the Compensation Committee’s purview. Representatives of FW Cook attended certain meetings of the Compensation Committee, including meeting with members of the Compensation Committee without members of management present. During 2024, the Compensation Committee reviewed the independence of FW Cook using assessment criteria under the applicable Nasdaq rules and concluded that the retention of FW Cook did not raise any conflicts of interest.

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As one of many inputs into their decisions on setting base salaries for 2024, setting target pay opportunities for 2025, and designing the incentive compensation programs for 2025 for our named executive officers, the Compensation Committee reviewed competitive data on the executive compensation practices of the following peer group of companies in similar industries and of similar size to us and with whom we compete for executive talent:


AAR Corp.	Curtiss-Wright Corporation	Kadant Inc
Air Lease Corporation	ESCO Technologies Inc.	Kratos Defense & Security Solutions, Inc.
AeroVironment Inc.	GATX Corporation	Triumph Group Inc.
Barnes Group Inc.	HEICO Corporation	Willis Lease Finance Corporation
BWX Technologies, Inc.	Hexcel Corp.	Woodward Inc.
Crane Co.	Herc Holdings

Elements of our Executive Compensation Program for 2024

Prior to the Internalization Date, our former manager was responsible for all executive compensation decisions. In connection with the Internalization, our named executive officers Mr. Adams and Ms. Nam became employees of the Company, and our Compensation Committee became responsible for determining their compensation. For the portion of 2024 following the Internalization Date, the Compensation Committee’s compensation decisions reflected the start of a process to redesign the executive compensation program to better support our financial and strategic objectives as an internally-managed company, and the Compensation Committee is continuing this process during 2025.

The compensation program for our named executive officers consists of an annual base salary, the ability to earn short-term incentive awards based on individual and Company performance, the ability to earn long-term equity incentive awards, and participation in employee benefit plans and programs at the same level and on the same terms that apply to the Company’s employees generally. The following is a detailed description of each material element of our compensation program for our named executive officers for the portion of 2024 following the Internalization Date.

Base Salary. Base salary is a fixed component of compensation for each of our named executive officers. Ms. Nam’s base salary in prior years, as determined by our former manager, was $200,000, the same as it has been reported since 2020, which is well below market practices. In connection with the Internalization, our Compensation Committee began to develop a pay structure better aligned with market practices, part of which was the establishment of base salaries for Mr. Adams and Ms. Nam at $975,000 and $525,000, respectively. These 2024 base salaries are intended to reflect the position, duties and responsibilities of each executive and were set slightly below the peer group medians for chief executive officers and chief financial officers at the peer companies. As of the filing of this proxy statement, the 2025 annual base salaries payable to our named executive officers remain unchanged from those established on the Internalization Date.

Short-Term Incentive Awards. For 2024, our named executive officers were each eligible to receive discretionary short-term incentive payments from the Company based on annual performance achievements. We consider these short-term incentive bonuses to be “at-risk” compensation. Prior to the Internalization, our named executive officers were not employees of the Company, and our former manager determined their compensation. The Compensation Committee became responsible for overseeing executive compensation in the middle of fiscal year 2024 at the time of Internalization, and it was not practical to establish performance measures and goals for the remainder of the fiscal year. Instead, in determining the short-term incentive awards earned by our named executive officers for 2024, our Compensation Committee considered many factors, particularly the Company and management team’s financial and strategic accomplishments in 2024 described above, in its decision-making process relating to the amount of the annual short-term incentive amounts. The Compensation Committee also considered the Internalization RSUs (described below) granted in May 2024 as well as the equity grants awarded in February 2025 as part of the earned annual incentive amounts for 2024 performance.

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Long-Term Incentive Awards. Our named executive officers are eligible to receive long-term equity incentive awards relating to our Ordinary Shares, which are intended to further align the interests of our named executive officers with those of our shareholders generally. As described below, these awards are subject to vesting terms, which include continued employment with the Company for specified periods of time, and in certain cases, the achievement of specified performance criteria.

Internalization RSUs. On the Internalization Date, we granted Mr. Adams and Ms. Nam 58,498 and 6,224 time-based restricted share units (“RSUs”), respectively, in connection with the Internalization (the “Internalization RSUs”). The Internalization RSUs are one-time awards that will time-vest in three equal installments on each of May 28, 2025, May 28, 2026, and May 28, 2027, subject to the executive’s continued employment through each vesting date and, for Mr. Adams only, his continuing to hold the Post-Start Date Shares (as described below under “Offer Letters with Our Named Executive Officers”). The Internalization RSUs were granted to align the long-term interests of our named executive officers with the interests of our shareholders following the Internalization.

If the executive’s employment is terminated by us without cause, by the executive for good reason, or as a result of the executive’s death or disability, the Internalization RSUs will fully vest on the date of such termination of employment. For purposes of the Internalization RSU award agreements with our named executive officers, good reason has the same meaning as set forth in each respective named executive officer’s offer letter (as described below).

Outperformance PSUs. In November 2024, we granted a group of employees, including Mr. Adams and Ms. Nam performance-based restricted share units (“PSUs”) (the “Outperformance PSUs”) that are subject to both service-vesting and extremely rigorous performance-based vesting conditions. The Outperformance PSUs are one-time awards intended to create strong retention and engagement of the management team by rewarding achievement of meaningful outperformance over a multi-year period, which would create significant value for shareholders. In order to earn the maximum number of Outperformance PSUs, approximately $16.9 billion in value must be created for shareholders.

The number of Ordinary Shares eligible to be earned with respect to the Outperformance PSUs will be determined based on the annualized total shareholder return (“Annualized TSR (CAGR)”) of our Ordinary Shares during the three-year performance period between November 5, 2024 and November 5, 2027, in accordance with the following schedule:


Performance Level	Annualized TSR (CAGR)	Value Created for Shareholders ($B)	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%

Once the number of Ordinary Shares eligible to be earned is determined at the end of the performance period, the number of earned Outperformance PSUs will time-vest in three equal installments on each of November 5, 2027, November 5, 2028, and November 5, 2029, subject to the executive’s continued employment through each vesting date.

If the executive’s employment is terminated by us without cause or by the executive for good reason, (i) on or before the end of the performance period, then the Outperformance PSUs will remain outstanding and one-third of any earned Outperformance PSUs will immediately vest on November 5, 2027, or (ii) after the end of the performance period, then the next tranche of any earned Outperformance PSUs which would have vested on the next vesting date will immediately vest.

In connection with a change in control that occurs on or before the end of the performance period, the performance period will end as of the date of the change in control and the number of Ordinary Shares eligible to be earned during the shortened performance period will be determined based on the Annualized TSR (CAGR) achieved by the Company during the shortened performance period, with the number of Outperformance PSUs earned vesting in three equal installments on each of the change in control date and on the first two anniversaries of the change in control date, subject to the executive’s continued employment through each vesting date.

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However, if the change in control occurs after the end of the performance period, then any earned Outperformance PSUs will continue to vest in accordance with the original vesting schedule. If the surviving or successor entity of the Company after the change in control does not assume, convert, substitute or replace any of the Outperformance PSUs, then the earned Outperformance PSUs will fully vest as of the change in control date. If the surviving or successor entity of the Company after the change in control assumes, converts, substitutes or replaces the earned Outperformance PSUs but terminates the employment of the executive without cause or the executive resigns for good reason within twelve months of the change in control date, then all of the earned Ordinary Shares will fully vest as of the date of the executive’s termination of employment.

If the executive’s employment is terminated as a result of death or disability, (i) that occurs on or before the end of the performance period, then the Outperformance PSUs will remain outstanding and the full amount of any earned Outperformance PSUs will immediately vest on November 5, 2027, or (ii) that occurs after the end of the performance period, then any earned Outperformance PSUs will fully vest on the date of the executive’s termination of employment.

For purposes of the Outperformance PSU award agreements with our named executive officers, good reason generally means the occurrence of any of the following events without the named executive officer’s consent: (i) a material diminution in title, status, duties, responsibilities or authority or (ii) a requirement that the named executive officer work primarily from an office or geographic location that is beyond a fifty (50) mile radius from the office or geographic location at which the named executive officer primarily works as of the grant date (provided that such requirement results in an increase in the named executive officer’s commute).

Changes for 2025

The Compensation Committee developed a more structured compensation program for 2025.

•	Base Salaries. For the named executive officers, annual base salaries were unchanged from 2024 levels at $975,000 for Mr. Adams and $525,000 for Ms. Nam.

•

Annual Incentives. The Compensation Committee determined target bonus opportunities at $1,170,000 for Mr. Adams and $525,000 for Ms. Nam. Actual bonuses may range from 0 to 200% of these target amounts based on performance versus pre-established Adjusted EBITDA goals (weighted 75%) and individual performance (weighted 25%).

•

Long-Term Equity Incentives. In March 2025, we granted long-term equity awards to our named executive officers as part of our annual grant cycle in the form of RSUs (weighted 50% of target grant value) and PSUs (weighted 50% of target grant value). The RSUs vest in three equal annual installments on each anniversary of the grant date. The PSUs may be earned from 0 to 200% of the target number of PSUs based on two performance measures: our relative TSR versus the companies in the S&P 400 (weighted 50%) and our adjusted earnings per diluted share, each measured over a three-year performance period. The size of the March 2025 grant was based in part on the Compensation Committee’s assessment of performance in 2024. In accordance with SEC disclosure rules, these equity awards granted in early 2025 will not be reported in the “Stock Awards” column of the Summary Compensation Table for 2024 or the Grants of Plan Based Awards in 2024 table, but will instead be included in the “Stock Awards” column of the “Summary Compensation Table for 2025” and the “Grants of Plan Based Awards in 2025” table.

Employee Benefits. Our named executive officers are generally eligible to participate in the same health, welfare and retirement benefits that apply to the employees of the Company. We do not sponsor or maintain any defined benefit pension plans or similar arrangements. We maintain a 401(k) retirement savings plan for U.S. employees and provide non-elective safe harbor contributions to all participants, including our named executive officers. We also provide company-paid life insurance premiums to our named executive officers.

Offer Letters with our Named Executive Officers

Joseph P. Adams, Jr. In connection with the Internalization, we entered into an offer letter with Mr. Adams, dated as of May 27, 2024, pursuant to which he receives a base salary at the annualized rate of $975,000. He is also eligible to receive an annual discretionary short-term incentive award, an initial grant of 58,498 Internalization RSUs (as described above) provided that, within 90 days of the Internalization Date, he purchases 58,498 Ordinary Shares (the “Post-Start Date Shares”), and to participate in our employee benefit plans that are generally made available to

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similarly situated employees. Mr. Adams is also subject to a post-termination non-competition covenant for a 12-month period following a termination for cause or a resignation other than for good reason and certain non-solicitation covenants for an 18-month period following his termination of employment for any reason.

If Mr. Adams’ employment is terminated other than for cause, death or disability, or he resigns for good reason, then he will be eligible for the following severance payments and benefits (subject to his execution of a release of claims): (i) a cash payment of $4,000,000, payable ratably over a two-year period, (ii) a pro-rated annual bonus (based on actual performance, with any individual subjective elements of his annual bonus being based on not less than target-level of performance), payable in a lump sum at the same time that annual bonuses are generally paid (the “Pro-Rata Bonus”), (iii) any earned, but unpaid, bonus with respect to any prior year, payable in a lump sum at the same time annual bonuses are generally paid (the “Prior Year Bonus”), (iv) reimbursement of an amount equal to the full monthly premium for health, dental and vision insurance for a period of 24 months (or until covered under another employer’s plans), and (v) full acceleration of his Internalization RSUs (the “Equity Acceleration”).

However, if Mr. Adams’ employment is terminated other than for cause, death or disability, or he resigns for good reason, in either case, within the period commencing six months prior to a change in control and ending on the two-year anniversary of the change in control (the “Change in Control Period”), then he will instead be eligible for the following severance payments and benefits (subject to his execution of a release of claims): (i) a cash payment of $6,000,000, payable in a lump sum as soon as practicable following his termination of employment, (ii) a pro-rated annual bonus (based on the greater of target or actual level of performance, with any individual subjective elements of his bonus being based on not less than target level of performance), payable in a lump sum at the same time annual bonuses are generally paid (the “CIC Pro Rata-Bonus”), (iii) his Prior Year Bonus, (iv) reimbursement of an amount equal to the full monthly premium for health, dental and vision insurance for a period of 36 months (or until covered under another employer’s plans), and (v) the Equity Acceleration.

If Mr. Adams’ employment is terminated due to his death or disability, then he will receive the following severance payments and benefits: (i) his Prior Year Bonus, (ii) his Pro-Rata Bonus or, if such termination occurs during the Change in Control Period, his CIC Pro-Rata Bonus, and (iii) the Equity Acceleration.

Eun (Angela) Nam. In connection with the Internalization, we entered into an offer letter with Ms. Nam, dated as of May 27, 2024, pursuant to which she receives a base salary at the annualized rate of $525,000. She is also eligible to receive an annual discretionary short-term incentive award (with a target incentive amount for 2024 equal to $800,000), a cash payment equal to the gross amount of any unvested amounts under our former manager’s deferred compensation plan that she forfeited as a result of her resignation from our former manager, an initial grant of 6,224 Internalization RSUs (as described above), and to participate in our employee benefit plans that are generally made available to similarly situated employees. Ms. Nam is also subject to a post-termination non-competition covenant for a 12-month period following a termination for cause or a resignation other than for good reason and certain non-solicitation covenants for an 18-month period following her termination of employment for any reason.

If Ms. Nam’s employment is terminated other than for cause, death or disability, or she resigns for good reason, then she will be eligible for the following severance payments and benefits (subject to her execution of a release of claims): (i) a cash payment equal to 1.0 times the sum of her base salary and annual target bonus, payable ratably over a one-year period, (ii) her Prior Year Bonus, (iii) reimbursement of an amount equal to the full monthly premium for health, dental and vision insurance for a period of 18 months (or until covered under another employer’s plans), and (iv) the Equity Acceleration.

However, if Ms. Nam’s employment is terminated other than for cause, death or disability, or she resigns for good reason, in either case, within the Change in Control Period, then she will instead be eligible for the following severance payments and benefits (subject to her execution of a release of claims): (i) a cash payment equal to 2.0 times the sum of her base salary and annual target bonus, payable in a lump sum as soon as practicable following her termination of employment, (ii) her CIC Pro-Rata Bonus, (iii) her Prior Year Bonus, (iv) reimbursement of an amount equal to the full monthly premium for health, dental and vision insurance for a period of 24 months (or until covered under another employer’s plans), and (v) the Equity Acceleration.

If Ms. Nam’s employment is terminated due to her death or disability, then she will receive the following severance payments and benefits: (i) her Prior Year Bonus, (ii) the Equity Acceleration, and (iii) if such termination of employment occurs during the Change in Control Period, her CIC Pro-Rata Bonus.

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For purposes of the offer letters with each of Mr. Adams and Ms. Nam, good reason generally means the occurrence of any of the following events without the named executive officer’s consent: (i) a material and adverse change in scope of their responsibilities, authority, title, position or reporting structure (including no longer reporting to the Board of Directors for Mr. Adams or to the Chief Executive Officer for Ms. Nam); (ii) the Company’s or FTAI Aviation LLC’s material breach under the offer letter or any other material agreement, (iii) a material reduction in base salary (other than a salary reduction affecting all similarly situated executives of the Company or FTAI Aviation LLC of no more than 10%), (iv) a change in geographic location to outside of New York, New York, or (v) the failure of FTAI Aviation LLC to obtain assumption of the offer letter by its successor.

Say-on-Pay and Say-on-Frequency Advisory Votes

In connection with this Proxy Statement, we are soliciting an advisory say-on-pay vote as well as an advisory vote relating to the frequency our future say-on-pay votes, which is commonly referred to as a “say-on-frequency” vote. As noted above, prior to the Internalization, each of our named executive officers was employed by and compensated by our former manager, which served as our external manager prior to the Internalization Date. As a result, since the Company did not make any compensation determinations with respect to our named executive officers prior to the Internalization Date, we did not historically include a say-on-pay vote or a say-on-frequency vote in our prior proxy statements. Since the named executive officers each became employed by the Company as of the Internalization Date and our Compensation Committee began making all compensation decisions with respect to the named executive officers for the period commencing on the Internalization Date, we are soliciting an advisory say-on-pay vote and an advisory say-on-frequency vote in this Proxy Statement. Please refer to “Proposal No. 2” and “Proposal No. 3” below for more information.

Tax Considerations

As a general matter, our Compensation Committee considers various tax and accounting implications of our existing and proposed compensation programs. We consider the tax-deductibility of compensation in designing our compensation programs, but it is not our sole consideration and our Compensation Committee retains the discretion to award compensation that is non-deductible.

Equity Grant Practices

Following the Internalization, we do not grant stock options, stock appreciation rights, or similar option-like instruments and, as such, we do not have any policy or practice in place on the timing of such awards in relation to the disclosure of material non-public information.

Clawback Policy

We have adopted a clawback policy covering our executive officers that provides that in the event of a required accounting restatement, the Compensation Committee will seek reimbursement of the portion of any incentive-based compensation that would not have been paid had our financial statements been correctly stated. In addition to the recovery of incentive-based compensation mandated by the SEC, our recoupment policy also provides the Compensation Committee with the discretion to recoup any time-based equity awards from any executive officer if the Compensation Committee determines that the required accounting restatement was at least in part the result of gross misconduct by such executive officer.

Risk Management

The Compensation Committee is responsible for monitoring the risks and rewards associated with our compensation program. After the internalization, the Compensation Committee implemented a well-balanced compensation program for our named executive officers that was designed to avoid creating incentives that encourage unnecessary or excessive risks that could potentially have a material adverse effect on the Company. This program uses a mix of short- and long-term incentives to ensure management focuses on the long-term impact of short-term decisions and that management’s interests are aligned with stockholders. In addition, the Compensation Committee is regularly informed about the compensation programs in place for other employees and has concluded that these policies and practices also avoid creating incentives that encourage unnecessary or excessive risks that could potentially have a material adverse effect on the Company. Our anti-hedging and anti-pledging policy and our clawback policy further mitigate compensation risk.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for 2024 required by Item 402(b) of Regulation S-K with the Company’s management.

Based on this review and their discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis for 2024 be included in the Proxy Statement for the 2025 Annual General Meeting to be filed with the SEC.

The Compensation Committee

Ray M. Robinson, Chairperson

Paul R. Goodwin

Judith A. Hannaway

A. Andrew Levison

Compensation Committee Interlocks and Insider Participation

None.

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COMPENSATION TABLES

Summary Compensation Table for 2024

The following table provides additional information regarding the compensation earned by Ms. Nam in respect of the last three completed fiscal years, which, in the case of 2022, 2023 and the portion of 2024 which preceded the Internalization Date, was determined and paid by our former manager. As previously described, our former manager informed us that it was not able to segregate and identify any portion of the compensation earned by Mr. Adams in respect of 2022, 2023 and the portion of 2024 which preceded the Internalization as relating solely to services performed for us. However, in connection with the Internalization, the Company agreed to accrue for and pay Mr. Adams’ entire base salary and discretionary short-term incentive bonus for 2024, including the portion of 2024 prior to the Internalization Date. Therefore, this Summary Compensation Table for 2024 includes compensation for Mr. Adams relating to all of 2024 (including compensation for the portion of 2024 that preceded the Internalization Date), but does not include information relating to the compensation paid to Mr. Adams by our former manager for 2023 or 2022.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽¹⁾	All Other Compensation ($)	Total ($)
Joseph. P. Adams Chief Executive Officer and Chairman of the Board	2024	$975,000	$1,950,000	$23,714,756	$15,386⁽²⁾	$26,655,142
Eun (Angela) Nam Chief Financial Officer and Chief Accounting Officer	2024	$525,000	$1,000,000	$3,413,462	$11,514⁽³⁾	$4,949,976
	2023	$200,000	$1,250,000	—	$10,310	$1,460,310
	2022	$200,000	$900,000	—	$9,560	$1,109,560

(1)

The amounts shown reflect the grant date fair value of our one-time long-term incentive awards made during 2024 as determined pursuant to FASB ASC Topic 718, including (i) $$4,951,856 and $526,862 for Mr. Adams and Ms. Nam, respectively, in respect to the Internalization RSUs and (ii) $18,762,900 and $2,886,600 for Mr. Adams and Ms. Nam, respectively, in respect to the Outperformance PSUs. The amounts shown with respect to the Outperformance PSUs assume performance at maximum (i.e., 100%). For complete valuation assumptions for each of these awards, see Note 11 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025. As described above, the grant date values of the RSUs and PSUs granted to our named executive officers in March 2025 as part of our annual grant cycle have not been included here in accordance with SEC disclosure rules, and will instead be included in our proxy statement filed in 2026 in respect of 2025 compensation.

(2)	This amount consists of (i) $12,789 of 401(k) matching contributions and (ii) $2,597 of life insurance premiums.

(3)	This amount consists of (i) $10,350 of 401(k) matching contributions and (ii) $1,164 of life insurance premiums.

Grants of Plan-Based Awards Table for 2024

The following table below sets forth the equity-based awards granted by us to our named executive officers in 2024.

Prior to the Internalization, from time to time we granted options relating to Ordinary Shares or other equity interests in the Company to an affiliate of our former manager, who in turn was permitted to assign a portion of the options to its employees, including our named executive officers. Any such option awards assigned to employees of our former manager (“Tandem Options”) correspond on a one-to-one basis with the options granted to our former manager, such that exercise by an employee of the Tandem Option would result in the corresponding option held by our former manager being cancelled. Tandem Options granted by our former manager prior to the Internalization reflect decisions by our former manager and are not shown in the following table.


Name	Grant Date	Estimated future payouts under equity incentive plan awards⁽¹⁾			All other stock awards: Number of shares of stock or units (#)⁽²⁾	Grant date fair value of stock awards ($)⁽³⁾
Name	Grant Date	Threshold (#)	Target (#)	Maximum (#)		Grant date fair value of stock awards ($)⁽³⁾
Joseph P. Adams, Jr.	5/28/24	—	—	—	58,498	$4,951,856
Joseph P. Adams, Jr.	11/4/24	39,000	97,500	390,000	—	$18,762,900
Eun (Angela) Nam	5/28/24	—	—	—	6,224	$526,862
Eun (Angela) Nam	11/4/24	6,000	15,000	60,000	—	$2,886,600

(1)	Awards represent Outperformance PSUs that are subject to both time- and performance-based vesting conditions. The number of Ordinary Shares earned could range from 0% to a maximum of 100% depending on the level of achievement of the Annualized TSR (CAGR) targets.

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(2)	Awards represent Internalization RSUs that time-vest in three equal installments on each of May 28, 2025, May 28, 2026, and May 28, 2027, subject to the executive’s continued employment through each vesting date and, for Mr. Adams only, his continuing to hold the Post-Start Date Shares.

(3)

The amounts shown reflect the grant date fair value of our long-term incentive awards made during 2024 as determined pursuant to FASB ASC Topic 718. For complete valuation assumptions of each of these awards, see Note 11 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025. The amounts shown with respect to the Outperformance PSUs assume performance at maximum (i.e., 100%).

Outstanding Equity Awards as of December 31, 2024

The table below sets forth the outstanding equity-based awards held by our named executive officers as of December 31, 2024.


	Option Awards				Stock Awards
Name	Number of Securities Underlying Exercisable Options (#)	Number of Securities Underlying Not-Yet Exercisable Options (#)⁽¹⁾	Option Exercise Price ($)	Option Expiration Date⁽²⁾	Number of shares or units of stock that have not vested (#)⁽³⁾	Market value of shares or units of stock that have not vested ($)⁽⁴⁾	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)⁽⁵⁾	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)⁽⁴⁾
Joseph P. Adams, Jr.	—	12,448	$25.44	3/15/2033
					58,498	$8,426,052
							39,000	$5,617,560
Eun (Angela) Nam					6,224	$896,505
Eun (Angela) Nam							6,000	$864,240

(1)

Upon the grant of options to the former manager, such options were fully vested and become exercisable over a 30-month period (the “Total Exercisability Period”) in monthly installments beginning on the first of each month following the month in which the options were granted. When Tandem Options are granted, the former manager options become exercisable in monthly installments over a portion of the Total Exercisability Period equal to 30 months, minus the product of (i) the ratio of former manager options subject to corresponding Tandem Options to the total number of former manager options (including former manager options subject to corresponding Tandem Options) multiplied by (ii) 30 (such period, the “Former Manager Exercisability Period”). Following the Former Manager Exercisability Period, the Tandem Options vest in generally monthly installments over the remainder of the Total Exercisability Period and become exercisable only at the end of the Total Exercisability Period.

(2)	Represents the expiration date of the option held by the former manager that is the basis for the Tandem Options held by the officer. In general, the expiration date of the Tandem Options occurs prior to the expiration date of the underlying former manager options.

(3)	Represent Internalization RSUs that time-vest in three equal installments on each of May 28, 2025, May 28, 2026, and May 28, 2027, subject to the executive’s continued employment through each vesting date and, for Mr. Adams only, his continuing to hold the Post-Start Date Shares.

(4)	Market value shown is based on $144.04, which was the closing price per Ordinary Share on December 31, 2024.

(5)

Represent Outperformance PSUs that are subject to both time- and performance-based vesting conditions. The number of Ordinary Shares earned could range from 0% to a maximum of 100% depending on the level of achievement of the Annualized TSR (CAGR) targets. The number of Ordinary Shares eligible to be earned with respect to the Outperformance PSUs will be determined during the three-year performance period between November 5, 2024 and November 5, 2027. Once the number of Ordinary Shares eligible to be earned is determined at the end of the performance period, the number of earned Outperformance PSUs will time-vest in three equal installments on each of November 5, 2027, November 5, 2028, and November 5, 2029, subject to the executive’s continued employment through each vesting date. The amounts shown with respect to the Outperformance PSUs assume performance threshold (i.e., 10%) which is the next highest performance level that exceeds actual performance for 2024.

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Option Exercises and Stock Vested in 2024

The following table provides information about any option awards that were exercised and any share-based awards that vested during 2024.


Name	Option Awards		Stock Awards
Name	Number of shares acquired on exercise (#)	Value realized on exercise ($)⁽¹⁾	Number of shares acquired on vesting (#)	Value realized on vesting ($)
Joseph P. Adams, Jr.	132,309	$13,727,228	—	—
Eun (Angela) Nam	—	—	—	—

(1)	Computed based on the difference between the market price of the Ordinary Shares at exercise ($103.75) and the exercise price of the Tandem Options.

Nonqualified Deferred Compensation

The following table provides information regarding certain deferred compensation paid to Ms. Nam in 2024. There were no contributions or earning in 2024 with respect to the amount shown in table.

(1)

The amount shown, representing a portion of Ms. Nam’s discretionary bonus earned for 2023 performance, was included in the amount reported for Ms. Nam for 2023 in the “Bonus” column of our Summary Compensation Table. This deferred amount was paid out pursuant to her offer letter following the Internalization.

Potential Payments Upon Change-in-Control or Termination

As described above in the sections of this Proxy Statement titled “Elements of our Executive Compensation Program for 2024 – Long-Term Incentive Awards” and “Offer Letters with our Named Executive Officers,” our named executive officers are eligible to receive certain payments and benefits in connection with the termination of their employment by us without cause, their resignation for good reason, or their termination as a result of death or disability (each as defined in the applicable offer letter) outside of a Change in Control Period, as well during a Change in Control Period. The following table summarizes the potential payments and benefits to which our named executive officers would be entitled upon the various termination scenarios set forth below assuming the termination occurred on December 31, 2024.


	Retirement ($)	Termination Other Than for Cause, for Good Reason or Due to Death/Disability Not in Connection with Change in Control ($)⁽¹⁾	Termination Due to Death/Disability Not in Connection with Change in Control ($)⁽²⁾	Termination Other Than for Cause, for Good Reason or Due to Death/Disability in Connection with Change in Control ($)⁽³⁾	Termination Due to Death/Disability in Connection with Change in Control ($)⁽²⁾
Joseph P. Adams, Jr.
Cash Severance	—	$4,000,000	—	$6,000,000	—
Pro-Rated Bonus	—	$1,950,000	$1,950,000	$1,950,000	$1,950,000
Accelerated Vesting of RSUs	—	$8,426,052	$8,426,052	$8,426,052	$8,426,052
Accelerated Vesting of PSUs	—	$1,872,333	$5,617,560	$5,617,560	$5,617,560
Health Benefits	—	$79,303	—	$118,954	—

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	Retirement ($)	Termination Other Than for Cause, for Good Reason or Due to Death/Disability Not in Connection with Change in Control ($)⁽¹⁾	Termination Due to Death/Disability Not in Connection with Change in Control ($)⁽²⁾	Termination Other Than for Cause, for Good Reason or Due to Death/Disability in Connection with Change in Control ($)⁽³⁾	Termination Due to Death/Disability in Connection with Change in Control ($)⁽²⁾
Eun (Angela) Nam
Cash Severance	—	$1,325,000	—	$2,650,000	—
Pro-Rated Bonus	—	$1,000,000	—	$1,000,000	$1,000,000
Accelerated Vesting of RSUs	—	$896,505	$896,505	$896,505	$896,505
Accelerated Vesting of PSUs	—	$288,051	$864,240	$864,240	$864,240
Health Benefits	—	$85,465	—	$113,953	—

(1)

If the executive’s employment is terminated by us without cause or by the executive for good reason on or before the end of the performance period, then the Outperformance PSUs will remain outstanding and one-third of any earned Outperformance PSUs will immediately vest on November 5, 2027. The amounts shown with respect to the Outperformance PSUs assume performance at threshold (i.e., 10%).

(2)

If the executive’s employment is terminated as a result of death or disability that occurs on or before the end of the performance period, then the Outperformance PSUs will remain outstanding and the full amount of any earned Outperformance PSUs will immediately vest on November 5, 2027. The amounts shown with respect to the Outperformance PSUs assume performance at threshold (i.e., 10%).

(3)

If a change in control occurs on or before the end of the performance period, the performance period will end as of the date of the change in control and the number of Ordinary Shares eligible to be earned during the shortened performance period will be determined based on the Annualized TSR (CAGR) achieved by the Company during the shortened performance period, with the number of Outperformance PSUs earned vesting in three equal installments on each of the change in control date and on the first two anniversaries of the change in control date, subject to the executive’s continued employment through each vesting date. If the surviving or successor entity of the Company after the change in control assumes, converts, substitutes or replaces the earned Outperformance PSUs but terminates the employment of the executive without cause or the executive resigns for good reason within twelve months of the change in control date, then all of the earned Ordinary Shares will fully vest as of the date of the executive’s termination of employment. The amounts shown with respect to the Outperformance PSUs assume performance during the shortened performance period at threshold (i.e., 10%).

FTAI Aviation Ltd. 2025 Omnibus Incentive Plan

The proposal included under “Proposal No. 4” herein asks our shareholders to vote on the approval of the FTAI Aviation Ltd. 2025 Omnibus Incentive Award Plan to replace the FTAI Aviation Ltd. Nonqualified Stock Option and Incentive Award Plan, which expires on May 14, 2025. Please see the section captioned “PROPOSAL NO. 4 APPROVAL OF THE FTAI AVIATION LTD. 2025 OMNIBUS INCENTIVE AWARD PLAN” for a description of the proposed plan.

CEO Pay Ratio

Pursuant to Item 402(u) of Regulation S-K, presented below is the total compensation of our median employee, the annual total compensation of our CEO for the portion of 2024 following the Internalization Date, and the ratio of those two values:

•	The 2024 annual total compensation of our median employee (other than our CEO), calculated in accordance with Item 402(c) of Regulation S-K, was $72,245;

•	The 2024 annual total compensation of our CEO, Mr. Adams, calculated in accordance with Item 402(c) of Regulation S-K and as reported in the Summary Compensation Table for 2024 in this Proxy Statement, was $26,655,142; and

•	For 2024, the ratio of the annual total compensation of Mr. Adams to the annual total compensation of our median employee was 369 to 1.

This reflects analysis of our global workforce of 580 employees as of December 31, 2024, including part-time employees. We did not include independent contractors in our determination. In order to identify our median employee, we reviewed fiscal year 2024 gross wages (which includes annualized base wages,

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time-related bonuses (such as overtime pay and shift premiums), vacation and holiday pay, and other allowances) and year-end bonuses for all of our employees, which measure was consistently applied to all our employees included in the calculation. We did not make any cost-of-living adjustments in identifying our median employee for 2024.

Once we identified our median employee for 2024 using the methodology described above, we determined the median employee’s annual total compensation for 2024 in accordance with the requirements of Item 402(c) of Regulation S-K consistent with the calculation of the 2024 annual total compensation of our CEO as reported in the Summary Compensation Table for 2024 in this Proxy Statement.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The information disclosed in this section was developed and is provided solely to comply with specific, legal requirements. We do not use this information in managing our Company.

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Pay Versus Performance

As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for 2024. As described above, our CEO did not receive any compensation from us prior to the Internalization Date and was compensated solely by our former manager, with all related compensation decisions made by our former manager, until the Internalization; accordingly, we do not include disclosure for 2023 and 2022 in this section.

Pay Versus Performance Table

Value of initial fixed $100

investment based on:

Year

Summary

Compensation

Table Total for

PEO⁽¹⁾

Compensation

Actually Paid

to PEO⁽²⁾

Average

Summary

Compensation

Table Total

for Non-PEO

Named

Executive

Officers⁽¹⁾

Average

Compensation

Actually Paid

to Non-PEOs

Named

Executive

Officers⁽²⁾

Total

Shareholder

Return

Peer Group

Total

Shareholder

Return⁽³⁾

Net Income

Adjusted

EBITDA⁽⁴⁾

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

2024

$26,655,142

$33,385,837

$4,949,976

$5,818,953

$315

$116

($32,079,000)

$862,050,000

(1)	Our PEO for 2024 was Mr. Adams and our only non-PEO NEO for 2024 was Ms. Nam.

(2)	The amounts in the following table represent each of the amounts deducted and added to the equity award values for our named executive officers for 2024 for purposes of computing the “compensation actually paid” amounts appearing in columns (c) and (e) of the Pay Versus Performance Table:

Aggregate
Withdrawals/Distributions
($)⁽¹⁾

Aggregate Balance
at Last FYE
($)

Eun (Angela) Nam

SEC Form DEF 14A filed by FTAI Aviation Ltd.