StandardAero (SARO) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 25, 2026, will be held virtually, allowing shareholders to attend and vote online or by proxy.

• Shareholders as of April 27, 2026, are eligible to vote on director elections, auditor ratification, and executive compensation.

• Proxy materials and annual report are available online, with multiple voting methods provided for convenience.

Voting matters and shareholder proposals

• Three Class II directors (Douglas V. Brandely, Wendy Masiello, Stefan Weingartner) are nominated for election to serve until 2029.

• Proposal to ratify PricewaterhouseCoopers LLP, United States as independent auditor for fiscal year 2026.

• Advisory vote on executive compensation (say-on-pay) is included; board recommends approval.

• No other business is expected, but proxies may vote on unforeseen matters at their discretion.

Board of directors and corporate governance

• Board consists of nine members divided into three staggered classes; Carlyle retains rights to designate directors based on ownership thresholds.

• Majority of directors are independent per NYSE standards; CEO Russell Ford is not independent.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Executive, each with defined responsibilities and charters.

• Lead independent director role is held by Paul McElhinney; independent directors meet in executive session at least twice per year.