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 15, 2026

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 28, 2026, 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 2026 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 28, 2026, 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 three Class I directors to serve until the 2029 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 the appointment of KPMG LLP as independent registered public accounting firm for the Company for fiscal year 2026; and

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

Shareholders of record at the close of business on April 1, 2026 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

405 W 13th Street,

3rd Floor

New York, New York 10014

April 15, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 28, 2026:

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			3
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			11
Executive Sessions of Independent Directors			12
Shareholder Communications with Directors			13
Report of the Audit Committee			14
EXECUTIVE OFFICERS			15
COMPENSATION DISCUSSION AND ANALYSIS			16
Risk Management			24
Compensation Committee Report			25
COMPENSATION TABLES			26
CEO Pay Ratio			32
Pay Versus Performance			33
PROPOSAL NO. 2 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			36
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS			37
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			38
PROPOSAL NO. 3 APPROVAL OF APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			39
Proposed Independent Registered Public Accounting Firm			39
Principal Accountant Fees and Services			39
ADVANCE NOTICE FOR SHAREHOLDER NOMINATIONS AND PROPOSALS FOR 2027 ANNUAL GENERAL MEETING			40
OTHER MATTERS			40
ADDITIONAL INFORMATION			40
ANNEX A: RECONCILIATION OF NON-GAAP MEASURES			A-1

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FTAI AVIATION LTD.

405 W 13th Street, 3rd Floor,

New York, New York 10014

PROXY STATEMENT

For the 2026 Annual General Meeting of Shareholders to Be Held on

May 28, 2026

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 28, 2026 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 405 W 13th Street, 3rd 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 15, 2026.

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 three Class I directors to serve until the 2029 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 the appointment of KPMG LLP as independent registered public accounting firm for the Company for fiscal year 2026; and

(iv)	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 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, 2026, and will provide reimbursement for the cost of forwarding the materials.

Shareholders Entitled to Vote

As of April 1, 2026, there were 102,580,660 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, 2026 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 and 3, the affirmative vote of a majority of the votes cast at the Annual General Meeting is required to approve such matter.

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 Proposals 1 and 2, 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 Proposals 2 and 3 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)

FOR the approval of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

(iv)	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., 405 W 13th St, 3rd 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., 405 W 13th St, 3rd 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.

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.

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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; and

(iii)

FOR the approval of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

The first proposal is to elect three Class I directors to serve until the 2029 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 seven. 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.	68
		Judith A. Hannaway	74
		Martin Tuchman	85
Class II	2027	A. Andrew Levison	69
		Shyam Gidumal	66
Class III	2028	Paul R. Goodwin	83
		Ray M. Robinson	78

The Board of Directors has unanimously proposed Joseph P. Adams, Jr., Judith A. Hannaway, and Martin Tuchman as nominees for election as Class I directors. The director nominees currently serve on our Board of Directors. If elected at the Annual General Meeting, each of Mr. Adams, Ms. Hannaway, and Mr. Tuchman will hold office until the 2029 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 Joseph P. Adams, Jr., Judith A. Hannaway, and Martin Tuchman. 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 Joseph P. Adams, Jr., Judith A. Hannaway, and Martin Tuchman to serve as our Class I directors until the 2029 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.

Shyam Gidumal Director since May 2025			Mr. Gidumal has been a member of FTAI’s Board of Directors since May 2025. From February 2020 to November 2021, he served as the President and Chief Operating Officer of WeWork Inc. From March 2011 to June 2019, Mr. Gidumal served as a Principal/Partner at Ernst & Young, where he was a leader of the post-merger integration practice and the Retailer and Consumer Products Segment. Over his career he has held several executive roles, including at Worldcom (Asia), Acterna, Armstrong Furniture, and The Boston Consulting Group. Mr. Gidumal has been a member of the Board of Directors of the National Multiple Sclerosis Society since 2014, and Renaissance Reinsurance (NYSE:RNR) since 2022 where he serves as a qualified financial expert on the audit committee. Mr. Gidumal’s over 40 years of experience in global operational leadership, digital transformation, and strategy development as a senior executive, board member, private equity investor and advisor across various industries led our Board of Directors to conclude that he should serve as a director.

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

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			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; Lead Independent Director since May 2025			Ms. Hannaway has served on our Board of Directors since January 2018, and as our Lead Independent Director since May 2025. 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 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

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			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 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 in respect of 2025 was $75,000 in annual fees, paid quarterly, and $145,000 in restricted stock units granted on the date of the

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Company’s annual general meeting. In addition, we pay an annual fee of $17,500 to the chair of the Audit Committee, $12,500 to the chair of the Compensation Committee, $10,000 to the chair of the Nominating and Corporate Governance Committee, $30,000 to the lead independent director, $12,500 to each of the members of the Audit Committee, $7,500 to the members of the Compensation Committee, and $7,500 to the members of the Nominating and Corporate Governance Committee. 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. 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.

Director Compensation Table for 2025


Name⁽¹⁾	Fees Earned or Paid in Cash	Share Awards	RSU Awards	Total
Shyam Gidumal	$—	$56,972	$145,000	$201,972
Paul R. Goodwin	$60,000	$60,000	$145,000	$265,000
Judith A. Hannaway	$132,033	$—	$145,000	$277,033
A. Andrew Levison	$41,250	$41,250	$145,000	$227,500
Ray M. Robinson	$86,250	$28,750	$145,000	$260,000
Martin Tuchman	$—	$82,500	$145,000	$227,500

(1)	As of December 31, 2025, (i) each non-employee director held 1,232 restricted stock units that vest on the earlier of the one-year anniversary of the grant date or the date of the Company’s next annual general meeting and (ii) Mr. Levison held fully vested options to purchase 5,000 Ordinary Shares.

Director Stock Ownership Guidelines. We require our non-employee directors, within five years, to accumulate and hold Ordinary Shares with a value equal to fives times their annual cash fees. For purposes of meeting these guidelines, Ordinary Shares beneficially owned directly or indirectly and unvested RSUs are included in actual ownership totals. Options are not included in actual ownership totals. In addition, non-employee directors must hold 50% of the net after-tax Ordinary Shares received from equity award vestings until the guidelines are satisfied. As of December 31, 2025, each non-employee director has either met or exceeded their ownership guideline or was within the five-year period for achieving the guideline.

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. Gidumal, 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.

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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 405 W 13th St, 3rd 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 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.

Our Corporate Governance Guidelines provide for the selection of a lead independent director if the Chairperson of the Board is not an independent director. Ms. Hannaway is designated the lead independent director. The lead independent director serves as a liaison between the Company’s management and the independent directors and presides over executive sessions of independent directors, among other things. For additional information, including a description of the lead independent director’s responsibilities, please refer to our Corporate Governance Guidelines on our website.

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.

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,

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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, 2025, our Board of Directors held 10 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 2025, the Audit Committee met eight times, the Compensation Committee met six times and the Nominating and Corporate Governance Committee met two times. 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), Mr. Gidumal, 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; (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 405 W 13th St, 3rd 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 Financial 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, (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 405 W 13th St, 3rd 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

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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 405 W 13th St, 3rd 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., 405 W 13th St, 3rd Floor, New York, New York 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 2027 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 of Directors and their alignment with the Company’s strategic priorities as part of the Board of Directors’ annual self-assessment process.

Executive Sessions of Independent Directors

Executive sessions of the independent directors occur during the course of the year. Our lead independent director presides over such executive sessions.

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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

405 W 13th St, 3rd Floor

New York, New York 10014

Shareholders can contact the non-management directors (including the lead independent director, 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, 2025, 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 2026.

The Audit Committee

Paul R. Goodwin, Chairperson

Shyam Gidumal

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.	68	Chief Executive Officer and Chairman of the Board of Directors
David Moreno	36	President
Stacy Kuperus	40	Chief Operating Officer
BoHee Yoon	47	General Counsel and Secretary
Nicholas McAleese	36	Chief Financial Officer
Michael Hazan	37	Chief Accounting Officer

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

David Moreno has been our President since February 2026. From 2021 to 2026, Mr. Moreno served as Chief Operating Officer where he was responsible for the Company’s growth initiatives, strategic acquisitions and partnerships. From 2013 to 2021, Mr. Moreno held various roles within Fortress Investment Group focused on aviation investments. Mr. Moreno holds a B.A. in Business Administration and an M.S. in Accounting from Babson College.

Stacy Kuperus has been our Chief Operating Officer since February 2026. From 2021 to 2026, Ms. Kuperus served as Chief Portfolio Officer where she was responsible for business operations and deal execution across the various portfolios of owned assets. From 2014 to 2021, Ms. Kuperus held various roles within Fortress Investment Group primarily focused on developing the operational and organizational structure to support FTAI’s portfolio growth. Ms. Kuperus holds a B.S. in Accounting from Nyack College.

BoHee Yoon is our General Counsel and Secretary, and joined the Company in 2024. Ms. Yoon joined Fortress Investment Group in 2014, where she was most recently a Managing Director and worked with the Company including advising on the Company’s IPO in 2015. During her time at Fortress, Ms. Yoon also 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, and was a member of Swarthmore College’s Board of Managers, including its Nominating and Governance Committee. 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.

Nicholas McAleese has been our Chief Financial Officer since March 2026. Since joining the Company in 2022, Mr. McAleese has focused on financial planning and analysis and corporate finance. Prior to joining the Company, Mr. McAleese held various roles at BHG Financial, Breather and PwC focused on public accounting, real estate and capital markets. Mr. McAleese holds a B.A. in Economics from Trinity College Dublin and is both a Chartered Financial Analyst and a Certified Public Accountant.

Michael Hazan has been our Chief Accounting Officer since March 2026. From 2024 to 2026, Mr. Hazan served as Senior Vice President, Controller where he oversaw the Company’s accounting, financial reporting and operational efforts. From 2017 to 2024, Mr. Hazan held various roles within Fortress Investment Group primarily focused on accounting and financial reporting, including for the Company. Prior to this, he worked in PwC’s audit practice for over six years, most recently as an Assurance Manager. Mr. Hazan holds a M.S. in Accounting and a B.S. in Business Administration from Babson College and is a Certified Public Accountant.

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COMPENSATION DISCUSSION AND ANALYSIS

Business Overview

2025 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)	This a Non-GAAP measure. See Reconciliation of Non-GAAP Measures section in Annex A for a reconciliation to the most comparable GAAP measure.

(2)	Projected amount of assets under management the partnership intends to raise, based on current market conditions, $2 billion equity investor commitments, and the partnership’s stated investment strategy.

(3)	This includes the acquisitions of Pacific Aerodynamic Inc. and the MRE business of AerotechOPS (“ATOPS”), in addition to the 50% equity investment in QuickTurn Europe and the 50% Joint Venture equity ownership related to the creation of Prime Engine Accessories.

(4)	The Company conducts engine maintenance at its 100% owned facilities in Montréal, Miami, Lisbon, and Orange, as well as through its 50% equity ownership in QuickTurn Europe, located in Rome and 50% equity ownership in Prime Engine Accessories, located in Bristol, Connecticut.

Named Executive Officers

The Compensation Discussion and Analysis that follows provides a description of our executive compensation program for 2025. For 2025, our named executive officers (“NEOs”) were:

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

•	David Moreno, President

•	Stacy Kuperus, Chief Operating Officer

•	BoHee Yoon, General Counsel and Secretary

•	Eun (Angela) Nam, Former Chief Financial Officer and Chief Accounting Officer (who stepped down from her position as Chief Financial Officer and Chief Accounting Officer effective March 6, 2026)

All of our NEOs were employed and compensated by us in 2025. Mr. Adams and Ms. Nam were employed and compensated by our former manager prior to 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”). 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. Because 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) 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

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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 2025” below.

In 2024, as well as in 2023, 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, was for services performed for us, and we have therefore reported that compensation for 2024 and 2023 in the “Summary Compensation Table for 2025” below.

Executive Compensation Program Philosophy and Objectives

Our executive compensation program is designed to support a strong pay-for-performance philosophy over both the short and long term. The program is structured to attract, retain, and motivate top talent who can execute on our strategic and financial objectives and drive sustained shareholder value.

Key objectives include:

•	Clearly linking pay and performance

•	Aligning executive and shareholder interests over the long term

•	Reinforcing our business strategy and supporting long-term value creation

2025 Compensation Elements

For 2025, our Compensation Committee implemented a structured executive compensation program designed to support our business strategy using a framework aligned with market and best practices.


Element			Description and Purpose
Base Salary			• Fixed cash compensation that reflects the position, duties and responsibilities of each NEO. • Reviewed annually and may be adjusted based on external market competitiveness as well as other factors.
Annual Incentives			• Annual cash incentive designed to reward achievement of annual financial and strategic performance objectives. • May be earned from 0 to 200% of each NEO’s target annual incentive opportunity. • 2025 performance measures were Adjusted EBITDA⁽¹⁾, weighted 75%, and individual/strategic performance, weighted 25%.
Long-Term Incentives			• Equity-based incentive compensation designed to support retention of key talent, align the interests of management with those of shareholders, and reward long-term performance achievements. • 2025 long-term incentives awards to NEOs were — 50% in restricted stock units (“RSUs”) vesting in three equal annual installments on each anniversary of the grant date, and — 50% in performance share units (“PSUs”) that 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.
Benefits			• Our NEOs are generally eligible to participate in the same health, welfare, life insurance, and retirement benefits that generally apply to the employees of the Company.

(1)

Adjusted EBITDA is a Non-GAAP measure and includes 2025 segment Adjusted EBITDA for Aviation Leasing of $608.9 million and Aerospace Products of $671.3 million for a total of $1,280.2 million. See Reconciliation of Non-GAAP Measures section in Annex A for a reconciliation to the most comparable GAAP measure.

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Executive Compensation Governance Practices

The compensation of our executive officers, including our NEOs, is overseen by our Compensation Committee, with assistance from an independent compensation consultant. The following table summarizes key governance elements related to the compensation program in which our NEOs participate:


What We Do			What We Don’t Do
✔ Maintain a pay mix that is heavily performance-based			✘ Provide single-trigger change in control agreements or excise tax gross-ups
✔ Align NEO pay outcomes with company and individual performance			✘ Permit hedging or pledging of the company's securities
✔ Annually assess our peer group and competitive compensation practices			✘ Guarantee annual salary increases or incentive bonuses
✔ Seek annual shareholder advisory approval of NEO compensation			✘ Provide minimum payouts under long-term incentive plans
✔ Maintain strong stock ownership guidelines for NEOs and non-employee directors			✘ Provide excessive perquisites
✔ Maintain a robust compensation clawback policy covering cash and equity			✘ Reprice stock options without shareholder approval

Say on Pay

We conduct an annual advisory “say-on-pay” vote on executive compensation. At the 2025 Annual Meeting, approximately 91% of votes cast supported the compensation program for our NEOs. Although this vote is non-binding, our Compensation Committee regularly reviews shareholder feedback and considers the results when evaluating and making changes to our executive compensation programs. Based on this input and its own assessment, our Compensation Committee concluded that our current executive compensation program effectively attracts, retains, and rewards our NEOs in a manner aligned with shareholder interests.

Role of Our Compensation Committee in Executive Compensation

Our Compensation Committee sets the compensation philosophy, financial objectives, policies and practices of compensation for our NEOs. In approving compensation levels and targets, individual objectives and financial performance measures and targets for our NEOs, 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 NEOs in 2025, including establishing base salaries and target annual cash bonus opportunities, granting equity awards, and determining earned incentives for 2025 performance for all of our NEOs.

Role of Our NEOs in Executive Compensation

For 2025, Mr. Adams made recommendations to our Compensation Committee regarding each NEO’s compensation, excluding his own. Additionally, management provided input into the design of the 2025 incentive compensation programs to ensure 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 our Compensation Committee and the Board of Directors without the CEO present. Our Compensation Committee makes all final decisions with respect to compensation of our other NEOs.

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 NEOs. To assist 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 the Company or our management team that is not under the Compensation Committee’s purview. Representatives

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of FW Cook attended certain meetings of our Compensation Committee, including meeting with members of our Compensation Committee without members of management present. During 2025, our 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.

Compensation Peer Group

In September 2024, our Compensation Committee, with the support of the management team and FW Cook, reviewed the peer group. The peer group was used in making 2025 executive and non-employee director compensation decisions including pay levels, incentive design, and governance best practices. The criteria utilized when reviewing the peer group were as follows:

•	Scale: Approximately 0.3x – 3.0x of the Company’s revenue, market cap, and enterprise value

•	Industry: Companies in Aerospace & Defense, Industrial Machinery, and Trading Companies & Distributors

•	Business Operations: Companies with aircraft or other leasing equipment, manufacturing or servicing industrial machinery, etc.

The table below reflects the companies that comprise the peer group that was used for market comparisons, general analysis, and setting executive compensation for 2025.


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

In addition to the peer group, we supplemented our comparative analysis with broader industry survey data, size-adjusted to reflect the Company’s scale and scope.

Elements of our Executive Compensation Program for 2025

The compensation program for our NEOs 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 that , subject to certain exceptions described below, are 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 2025.

Base Salary. Base salary is a fixed component of compensation for each of our NEOs. Base salaries are intended to reflect the position, duties and responsibilities of each NEO and were set competitively based on market data. Our Compensation Committee annually reviews the base salaries of our NEOs to determine if any adjustments are warranted. Salaries are determined based on relative data for similar roles, individual performance, and overall competitive positioning.

The 2025 base salaries for Mr. Adams and Ms. Nam were the same as in 2024. Year-over-year comparisons are not provided for Mr. Moreno, Ms. Kuperus, and Ms. Yoon, as they were not NEOs in 2024. The 2025 base salaries for our NEOs as of December 31, 2025 are shown in the table below:


Name			2025 Base Salary ($)
Mr. Adams			975,000
Mr. Moreno			650,000
Ms. Kuperus			550,000
Ms. Yoon			400,000
Ms. Nam			525,000

Short-Term Incentive Awards. Our annual incentive program (“AIP”) is designed to reward achievement of short-term (annual) financial and strategic performance objectives. For the 2025 AIP, our Compensation

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Committee provided each NEO with a target bonus opportunity, expressed as a percentage of salary, with the ability to earn 0% to 200% of target based on achievement of Adjusted EBITDA⁽¹⁾ (weighted 75%) and Individual/Strategic (weighted 25%) performance goals:

Performance Measures

2025 Annual Performance Goals

Weighting

Threshold

Target

Maximum

Adjusted EBITDA⁽¹⁾

75%

$897M

$1,055M

$1,213M

% of Target

85%

115%

Individual/Strategic

25%

Based on individual/strategic objectives

Payout (% of Target)

50%

100%

200%

(1)

Our 2025 Adjusted EBITDA of $1,280.2 million exceeded the maximum performance threshold under the 2025 AIP, resulting in a maximum payout for the financial component. In addition, based on each NEO’s significant contributions to key strategic and growth initiatives during the year, as well as the many accomplishments listed in the “Business Overview – Full Year 2025 Key Highlights” section above, our Compensation Committee determined that our NEOs, including our CEO, achieved the highest level of individual/strategic performance, leading to total payouts at 200% of target for all of our NEOs.

Name

Target Annual

Incentive

Opportunity

Achievement

Financial Component

(75% weighting)

Achievement

Individual Component

(25% weighting)t

Resulting

Payout

Mr. Adams

$1,170,000

200% of Target

$2,340,000

Mr. Moreno

$1,200,000

200% of Target

$2,400,000

Ms. Kuperus

$600,000

200% of Target

$1,200,000

Ms. Yoon

$400,000

200% of Target

$800,000

Ms. Nam

$525,000

200% of Target

$1,050,000

Long-Term Incentive Awards (“LTI”). Our LTI program consists of equity-based incentive compensation designed to support retention of key talent, align the interests of our NEOs with those of shareholders, and reward long-term performance achievements.

Our NEOs receive annual LTI equity awards in the first quarter of the year following the applicable performance year. In March 2025, we granted LTI equity awards to our NEOs as part of our annual grant cycle in the form of time-based restricted stock units (“RSUs”) (weighted 50% of target grant value) and performance-based restricted stock units (“PSUs”) (weighted 50% of target grant value). The RSUs vest in three equal annual installments on each anniversary of the grant date, subject to the NEO’s continued employment through each vesting date. The PSUs may be earned from 0 to 200% of the target number of PSUs based on two performance measures: our relative total shareholder return (“TSR”) versus the TSR of 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 grants to Mr. Adams and Ms. Nam was based in part on the Compensation Committee’s assessment of each of Mr. Adams’ and Ms. Nam’s performance in 2024, and also considered the one-time RSUs granted to Mr. Adams and Ms. Nam in 2024 related to the Internalization. The table below describes the RSUs and PSUs granted to our NEOs in March 2025.


Name	# of RSUs	# of PSUs	Grant Date Fair Value
Mr. Adams⁽¹⁾	9,161	9,161	$2,647,254
Mr. Moreno⁽²⁾	10,608	10,608	$3,065,394
Ms. Kuperus⁽²⁾	5,786	5,786	$1,671,980
Ms. Yoon⁽²⁾	1,158	1,158	$334,627
Ms. Nam⁽¹⁾	772	772	$223,085

(1)	On May 28, 2024 (the “Internalization Date”), we granted Mr. Adams and Ms. Nam 58,498 and 6,224 RSUs (“Internalization RSUs”), with grant-date fair values of $4,951,856 and $526,862, respectively, in connection with the Internalization. The Internalization RSUs

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are one-time awards that vest in three equal installments on each of May 28, 2025, May 28, 2026, and May 28, 2027, subject to the NEO’s continued employment through each vesting date and, for Mr. Adams only, his continuing to hold the 58,498 shares he purchased within 90 days of the Internalization Date.

(2)	Mr. Moreno, Ms. Kuperus, and Ms. Yoon were appointed as NEOs in April 2025, and their March 2025 grants were not determined by our Compensation Committee. The size of Ms. Yoon’s March 2025 grants considered a one-time grant of RSUs granted to Ms. Yoon in 2024 related to the Internalization.

2025 Total Annual Compensation Table. The table below reflects how our Compensation Committee views the compensation paid to our CEO and each of our other NEOs for 2025 performance. It is important to recognize that the way we present the compensation paid to our CEO and each of our other NEOs for 2025 performance in the table below is different from the SEC-required disclosure in the Summary Compensation Table for 2025 (shown below, in “Compensation Tables—Summary Compensation Table for 2025”) and is not a substitute for the information in that table. Rather, the table below is intended to show how our Compensation Committee viewed the total annual compensation for our CEO and each of our other NEOs during the Compensation Committee’s decision-making process with respect to 2025 performance.

As described with the Summary Compensation Table for 2025, in accordance with the SEC disclosure rules, the amounts shown in the “Stock Awards” column of the Summary Compensation Table for 2025 reflect the grant date fair value of the LTI equity awards made as part of our annual grant cycle in March 2025 following the 2024 performance year, as determined pursuant to FASB ASC Topic 718. The amounts shown in the “Stock Awards” column of the table below reflect the target grant date values of the LTI awards made to our NEOs in February 2026 as part of our annual grant cycle following the 2025 performance year. In accordance with the SEC disclosure rules, the grant date fair value of these LTI awards, as determined pursuant to FASB ASC Topic 718, will be included in the “Stock Awards” column of the Summary Compensation Table for 2026 that will be included in our proxy statement filed in 2027.


Name	Year	Salary ($)	Non-Equity Incentive Plan Awards ($)	Stock Awards ($)⁽¹⁾	All Other Compensation ($)⁽²⁾	Total ($)
Mr. Adams	2025	975,000	2,340,000	10,000,000	26,152	13,341,152
Mr. Moreno	2025	650,000	2,400,000	4,000,000	16,152	7,066,152
Ms. Kuperus	2025	550,000	1,200,000	2,000,000	14,196	3,764,196
Ms. Yoon	2025	400,000	800,000	700,000	169,342	2,069,342
Ms. Nam	2025	525,000	1,050,000	1,000,000	16,152	2,591,152

(1)	The amounts shown reflect the target grant date value of our LTI equity awards made as part of our annual grant cycle in February 2026 following the 2025 performance year.

(2)

This amount consists of (i) $10,500 for each of Mr. Adams, Mr. Moreno, Ms. Kuperus, Ms. Yoon and Ms. Nam, respectively, of 401(k) matching contributions, (ii) $5,652, $5,652, $3,696, $3,804 and $5,652 for Mr. Adams, Mr. Moreno, Ms. Kuperus, Ms. Yoon and Ms. Nam, respectively, of separate additional healthcare for NEOs, (iii) $10,000 for Mr. Adams of additional insurance premiums covered by the Company, and (iv) compensation of $155,038 paid on a deferred basis pursuant to the Internalization for Ms. Yoon.

Executive Stock Ownership Guidelines. We require our executive officers, within five years, to accumulate and hold Ordinary Shares with a value equal to specified multiple of base salary set forth in the table below. For purposes of meeting these guidelines, Ordinary Shares beneficially owned directly or indirectly and unvested RSUs are included in actual ownership totals. Options and PSUs are not included in actual ownership totals. In addition, executive officers must hold 50% of the net after-tax Ordinary Shares from equity award vestings until guidelines are satisfied.

As of December 31, 2025, each NEO has either met or exceeded their ownership guideline or was within the five-year period for achieving the guideline.

Employee Benefits. Our NEOs are generally eligible to participate in the same health, welfare and retirement benefits that apply to the employees of the Company generally, and receive certain supplemental executive health

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insurance. 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 NEOs. We also provide company-paid life insurance premiums to our NEOs that are available generally to all of our U.S. employees, and reimburse certain personal liability insurance up to $10,000 per NEO on an annual basis.

Offer Letters with our NEOs

Joseph P. Adams, Jr. 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 also received 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 purchased 58,498 Ordinary Shares (the “Post-Start Date Shares”), and he is also eligible to participate in our employee benefit plans that are generally made available to 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.

David Moreno. We entered into an offer letter with Mr. Moreno, dated as of February 28, 2020, pursuant to which he received a base salary at a rate of $200,000. He is also eligible to participate in our employee benefit plans that are generally made available to similarly situated employees. Mr. Moreno is also subject to a post-termination non-competition covenant for a 12-month period and certain non-solicitation covenants for an 18-month period following his termination of employment for any reason.

Stacy Kuperus. We entered into an offer letter with Ms. Kuperus, dated as of February 28, 2020, pursuant to which she received a base salary at a rate of $200,000. She is also eligible to participate in our employee benefit plans that are generally made available to similarly situated employees. Ms. Kuperus is also subject to a post-termination non-competition covenant for a 12-month period and certain non-solicitation covenants for an 18-month period following her termination of employment for any reason.

BoHee Yoon. We entered into an offer letter with Ms. Yoon, dated as of August 8, 2024, pursuant to which she received a base salary at a rate of $200,000. She is also eligible to participate in our employee benefit plans that are generally made available to similarly situated employees. Ms. Yoon is also subject to a post-termination

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non-competition covenant for a 12-month period and certain non-solicitation covenants for an 18-month period following her termination of employment for any reason.

Eun (Angela) Nam. We entered into an offer letter with Ms. Nam, dated as of May 27, 2024, pursuant to which she received a base salary at the annualized rate of $525,000. She was also eligible to receive an annual discretionary short-term incentive award, 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 was terminated other than for cause, death or disability, or she resigned for good reason, then she was 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 was terminated other than for cause, death or disability, or she resigned for good reason, in either case, within the Change in Control Period, then she was 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 was terminated due to her death or disability, then she was eligible to 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.

Ms. Nam resigned as Chief Financial Officer and Chief Accounting Officer of the Company effective March 6, 2026, and continued to provide services in an advisory capacity to support a smooth transition.

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.

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 executive 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, our Compensation Committee will seek reimbursement of the portion of any

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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 our Compensation Committee with the discretion to recoup any time-based equity awards from any executive officer if Our Compensation Committee determines that the required accounting restatement was at least in part the result of gross misconduct by such executive officer.

Risk Management

Our Compensation Committee is responsible for monitoring the risks and rewards associated with our executive compensation program. Our Compensation Committee implemented a well-balanced executive compensation program 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 that our management team focuses on the long-term impact of short-term decisions and that our management team’s interests are aligned with the interests of our shareholders. In addition, our 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-related risks.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for 2025 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 2025 be included in the Proxy Statement for the 2026 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 2025

The following table provides additional information regarding the compensation paid to or earned by our NEOs with respect to the applicable fiscal years shown in the table.

For Ms. Nam, the table includes information in respect of the last three completed fiscal years, which, in the case of 2023 and the portion of 2024 which preceded the Internalization Date, was determined and paid by our former manager. For Mr. Adams, the table include information in respect of the last two completed fiscal years. 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 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 2025 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. For our NEOs other than Mr. Adams and Ms. Nam who were newly appointed as executive officers in 2025, the table includes information in respect of the last fiscal year.

Multiple-of-Salary

Other NEOs

31.4x
(average)

SEC Form DEF 14A filed by FTAI Aviation Ltd.