Air T (AIRT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 21, 2024, both in-person and via webcast, to vote on director elections, executive compensation, and auditor ratification.

• Proxy materials, including the Annual Report and voting instructions, were distributed starting July 10, 2024.

• Shareholders of record as of July 2, 2024, are eligible to vote; 2,760,047 shares outstanding.

Voting matters and shareholder proposals

• Election of seven directors, all current members, to serve until the next annual meeting.

• Advisory vote on executive compensation for named executive officers.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending March 31, 2025.

• Board recommends voting “FOR” all proposals.

• Shareholder proposals for the 2025 meeting must be received by March 12, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of seven members, with a majority qualifying as independent; only Nick Swenson (CEO) and Gary Kohler are not independent.

• Three standing committees: Audit, Compensation, and Nominating, all with independent directors.

• Lead Independent Director role established in 2019 to enhance governance.

• Director compensation includes monthly fees and meeting attendance fees; Audit Committee and Lead Independent Director receive additional stipends.

• Board members are evaluated for broad experience, integrity, and commitment; no formal diversity policy.