Document
Table of Contents

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 (Amendment No.          )

Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o
 
Preliminary Proxy Statement
o
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý
 
Definitive Proxy Statement
o
 
Definitive Additional Materials
o
 
Soliciting Material under §240.14a-12
WESCO AIRCRAFT HOLDINGS, INC.
(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 the appropriate box):
ý
 
No fee required.
o
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
(1)
 
Title of each class of securities to which transaction applies:
         
 
 
(2)
 
Aggregate number of securities to which transaction applies:
         
 
 
(3)
 
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 
 
(4)
 
Proposed maximum aggregate value of transaction:
         
 
 
(5)
 
Total fee paid:
         
o
 
Fee paid previously with preliminary materials.
o
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
(1)
 
Amount Previously Paid:
         
 
 
(2)
 
Form, Schedule or Registration Statement No.:
         
 
 
(3)
 
Filing Party:
         
 
 
(4)
 
Date Filed:
         


Table of Contents

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12597304&doc=4
24911 Avenue Stanford
Valencia, California 91355
(661) 775-7200
December 14, 2018
Dear Stockholder:

You are cordially invited to attend the 2019 annual meeting of stockholders of Wesco Aircraft Holdings, Inc., a Delaware corporation, which will be held at 9:30 a.m., Pacific Time, on Thursday, January 24, 2019, at the Hyatt Regency Valencia, 24500 Town Center Drive, Valencia, California 91355. At the annual meeting, stockholders will be asked to elect Class II directors, approve, by a non-binding advisory vote, our executive compensation, approve an amendment to the Wesco Aircraft Holdings, Inc. 2014 Incentive Award Plan, ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2019 and act upon such other business as may properly come before the meeting or any postponement or adjournment thereof. These proposals are more fully described in our proxy statement.

On or about December 14, 2018, we will mail to our stockholders either a full set of paper proxy materials or a notice of Internet availability of proxy materials (the “Notice”) containing instructions on how to access our proxy statement and our annual report for the fiscal year ended September 30, 2018 and authorize your proxy electronically via the Internet or by telephone. The Notice also contains instructions on how to receive a paper copy of the proxy materials.

It is important that your shares be represented at the annual meeting and voted in accordance with your wishes. Whether or not you plan to attend the meeting, we urge you to authorize your proxy as promptly as possible, either electronically via the Internet, by telephone or by completing and returning the enclosed proxy card if you received paper proxy materials, so that your shares will be voted at the annual meeting. This will not limit your right to vote in person or to attend the meeting.

 
 
 
 
 
Sincerely,
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12597304&doc=2
 
 
Randy J. Snyder
Chairman of the Board


Table of Contents

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12597304&doc=4
24911 Avenue Stanford
Valencia, California 91355
(661) 775-7200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 24, 2019
To our Stockholders:
The annual meeting of stockholders of Wesco Aircraft Holdings, Inc., a Delaware corporation, will be held at the Hyatt Regency Valencia, 24500 Town Center Drive, Valencia, California 91355, on Thursday, January 24, 2019, at 9:30 a.m., Pacific Time, for the following purposes:
1.
To elect three directors to our board of directors to serve as Class II directors for a term of three years and until their successors are duly elected and qualified. The following persons have been nominated:
Paul E. Fulchino
Scott E. Kuechle
Robert D. Paulson;
2.
To approve, by a non-binding advisory vote, our executive compensation;
3.
To approve an amendment to the Wesco Aircraft Holdings, Inc. 2014 Incentive Award Plan;
4.
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2019; and
5.
To transact such other business as may properly come before the annual meeting or any postponement or adjournment thereof.
Only stockholders of record at the close of business on November 30, 2018, the record date for the annual meeting, will be entitled to notice of and to vote at the annual meeting.
Whether or not you expect to be present at the meeting, we urge you to authorize your proxy electronically via the Internet, by telephone or by completing and returning the proxy card if you received paper proxy materials. Voting instructions are provided in the notice of Internet availability of proxy materials or, if you received paper proxy materials, the instructions are printed on your proxy card and included in the accompanying proxy statement. Any person giving a proxy has the power to revoke it at any time prior to the meeting and stockholders who are present at the meeting may withdraw their proxies and vote in person.
 
 
 
 
 
By Order of the Board of Directors
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12597304&doc=3
 
 
John Holland
Executive Vice President, Chief Legal and Human Resources Officer

Valencia, California
December 14, 2018





Table of Contents

WESCO AIRCRAFT HOLDINGS, INC.
24911 Avenue Stanford
Valencia, California 91355
 
PROXY STATEMENT
FOR
2019 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 24, 2019
 


This proxy statement is being furnished by and on behalf of the board of directors of Wesco Aircraft Holdings, Inc. (the “Company”), in connection with the solicitation of proxies to be voted at the 2019 annual meeting of stockholders. The date, time and place of the annual meeting are:
 
 
 
 
Date:
 
January 24, 2019
 
Time:
 
9:30 a.m. (Pacific Time)
 
Place:
 
Hyatt Regency Valencia
24500 Town Center Drive
Valencia, California 91355
 

At the annual meeting, stockholders will be asked to:

Elect the following three nominees as our Class II directors to serve a term of three years and until their successors are duly elected and qualified: Paul E. Fulchino, Scott E. Kuechle and Robert D. Paulson;

Approve, by a non-binding advisory vote, the Company’s executive compensation;

Approve an amendment to the Wesco Aircraft Holdings, Inc. 2014 Incentive Award Plan;

Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, referred to herein as our independent auditors, for the fiscal year ending September 30, 2019; and

Transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Our principal offices are located at 24911 Avenue Stanford, Valencia, California 91355, and our telephone number is (661) 775-7200.

We are furnishing the proxy materials for the 2019 annual meeting of stockholders by mailing to our stockholders either a full set of paper proxy materials or a notice of Internet availability of proxy materials (the “Notice”). The paper proxy materials and the Notice will first be mailed to stockholders on or about December 14, 2018.



Table of Contents

TABLE OF CONTENTS
 
Page

i

Table of Contents

 
Page

ii

Table of Contents

 
Page




iii

Table of Contents

GENERAL INFORMATION ABOUT THE MEETING
In this section of the proxy statement, we answer some common questions regarding Wesco Aircraft Holdings, Inc.’s 2019 annual meeting of stockholders and the voting of shares at the annual meeting.

Where and when will the annual meeting be held?

The date, time and place of the annual meeting is:

January 24, 2019
9:30 a.m. (Pacific Time)
Hyatt Regency Valencia
24500 Town Center Drive
Valencia, CA 91355

Why did I receive a notice of Internet availability of proxy materials in the mail instead of a paper copy of the proxy materials?

The United States Securities and Exchange Commission (the “SEC”) has approved rules (the “e-proxy rules”) allowing companies to furnish proxy materials, including this proxy statement and our annual report for the fiscal year ended September 30, 2018 (“fiscal 2018”), to our stockholders by providing access to such documents on the Internet instead of mailing paper copies. We believe these e-proxy rules provide a convenient and quick way to access the proxy materials and vote shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. Accordingly, certain of our stockholders will receive a Notice and will not receive paper copies of the proxy materials unless they request them. The Notice will provide such stockholders with notice of the annual meeting and will also provide instructions regarding accessing and reviewing all of the proxy materials on the Internet. The Notice also provides instructions as to how you may submit your proxy on the Internet or by telephone. If you received the Notice and you would instead prefer to receive a paper or email copy of the proxy materials, you should follow the instructions for requesting such materials that are provided in the Notice. Any request to receive proxy materials by mail or email will remain in effect until you revoke it.

Why did you send me the proxy materials or the Notice?

We sent you the proxy materials or the Notice because we are holding our annual meeting of stockholders and the Company’s board of directors (the “Board”) is asking for your proxy to vote your shares at the annual meeting. We have summarized information in this proxy statement that you should consider in deciding how to vote at the annual meeting.

Can I vote my shares by filling out and returning the Notice?

No. The Notice identifies the items to be voted on at the annual meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to authorize your proxy by Internet or by telephone or by requesting and returning a paper proxy card, or you may vote your shares by submitting a ballot in person at the meeting.

Who can vote?

You can vote your shares of common stock if our records show that you were the owner of the shares as of the close of business on November 30, 2018, the record date for determining the stockholders who are entitled to vote at the annual meeting. As of November 30, 2018, there were a total of 99,626,255 shares of common stock outstanding and entitled to vote at the annual meeting. You get one vote for each share of common stock that you own.

How is a quorum determined?

We will hold the annual meeting if stockholders representing the required quorum of shares of common stock entitled to vote either authorize their proxy online or telephonically, sign and return their proxy cards or attend the annual meeting. The presence in person or by proxy of a majority of the shares of common stock entitled to vote at the annual meeting constitutes a quorum. If you authorize your proxy online or telephonically or sign and return your proxy card, your shares will be counted to determine whether we have a quorum even if you abstain or fail to indicate your vote on the proxy card.



1

Table of Contents


What is the required vote for approval?

The election of each of our nominees for director requires a plurality of the votes validly cast at the annual meeting. If you withhold votes for purposes of the vote on the election of directors, your withheld votes will not be counted as votes cast and will have no effect on the result of such votes. Broker non-votes also have no effect on the outcome of the vote.

The approval by a non-binding advisory vote of our executive compensation, the approval of an amendment (the “Plan Amendment”) to the Wesco Aircraft Holdings, Inc. 2014 Incentive Award Plan (the “2014 Plan”) and the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors require a majority of shares present in person or represented by proxy at the meeting and entitled to vote on such matters at the annual meeting. If you abstain for purposes of the approval on an advisory basis of our executive compensation, the approval of the Plan Amendment or the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors, your abstention will have the same effect as a vote against these proposals. For the approval on an advisory basis of our executive compensation and the approval of the Plan Amendment, broker non-votes will have no effect on the outcome of the vote. However, New York Stock Exchange (“NYSE”) rules permit brokers to vote uninstructed shares at their discretion regarding the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors, so broker non-votes are not expected on that proposal.

How do I vote by proxy?
Follow the instructions on the Notice or the proxy card to authorize a proxy to vote your shares electronically via the Internet or by telephone or by completing and returning the proxy card if you received paper proxy materials to vote on the matters to be considered at the annual meeting. The individuals named and designated as proxies will vote your shares as you instruct. You have the following choices in completing your voting:

You may vote on each proposal, in which case your shares will be voted in accordance with your choices.

In voting on directors, you can either vote “FOR” all directors or withhold your vote on all or certain directors specified by you.

You may abstain from voting on the proposal to approve the advisory vote on our executive compensation, to approve the Plan Amendment or to ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors, in which case no vote will be recorded with respect to the matter on which you abstained from voting.

You may return a signed proxy card without indicating your vote on any matter, in which case the designated proxies will vote to elect all three director nominees, approve on an advisory basis our executive compensation, approve the Plan Amendment and ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors.

How can I authorize my proxy online or via telephone?
In order to authorize your proxy online or via telephone, go to www.proxyvote.com or call the toll-free number reflected on the Notice, and follow the instructions. Please have your Notice in hand when accessing the site, as it contains a 16-digit control number required for access. You can authorize your proxy via the Internet or by telephone at any time prior to 11:59 p.m. Eastern Time, January 23, 2019, the day before the annual meeting.

If you received paper proxy materials, you may also refer to the enclosed proxy card for instructions. If you choose not to authorize your proxy electronically, please complete and return the paper proxy card in the pre-addressed, postage-paid envelope provided.

What if other matters come up at the annual meeting?

The only matters we now know of that will be voted on at the annual meeting are the proposals we have described in this proxy statement: the election of three Class II directors, the approval on an advisory basis of our executive compensation, the approval of the Plan Amendment and the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending September 30, 2019. If other matters are properly presented at the annual meeting, the designated proxies will vote your shares at their discretion.




2

Table of Contents



Can I change my previously authorized vote?

Yes, at any time before the vote on a proposal. You can change your vote either by executing or authorizing, dating and delivering to us a new proxy via the Internet, telephone or mail at any time prior to 11:59 p.m. Eastern Time, January 23, 2019, the day before the annual meeting, by giving us a written notice revoking your proxy card or by attending the annual meeting and voting your shares in person. Your attendance at the annual meeting will not, by itself, revoke a proxy previously given by you. We will honor the latest dated proxy.

Proxy revocation notices or new proxy cards should be sent to Wesco Aircraft Holdings, Inc., 24911 Avenue Stanford, Valencia, California 91355, Attention: John Holland.

Can I vote in person at the annual meeting rather than by authorizing a proxy?

Although we encourage you to authorize your proxy to ensure that your vote is counted, you can attend the annual meeting and vote your shares in person even if you authorized your proxy electronically or telephonically or submitted a proxy card.

Will my shares be voted if I do not provide my proxy?

Depending on the proposal, your shares may be voted if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions. Brokerage firms have the authority under the NYSE rules to cast votes on certain “routine” matters if they do not receive instructions from their customers. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors is considered a “routine” matter for which brokerage firms may vote shares without receiving voting instructions. Brokerage firms do not have the authority under the NYSE rules to vote on non-routine matters. The election of directors, the approval on an advisory basis of our executive compensation and the approval of the Plan Amendment are considered non-routine matters. If you do not provide the brokerage firm with voting instructions on these proposals, your shares will not be voted and are called “broker non-votes.” However, broker non-votes will still be considered present for the purpose of determining whether we have a quorum.

What do I do if my shares are held in street name?

If your shares are held in the name of your broker, a bank or other nominee in “street name,” that party will give you instructions for voting your shares. If your shares are held in “street name” and you would like to vote your shares in person at the annual meeting, you must contact your broker, bank or other nominee to obtain a proxy form from the record holder of your shares.

Who will count the votes?

Representatives of Broadridge Financial Services, Inc. will count the votes and will serve as the independent inspector of election.

Who pays for this proxy solicitation?

We do. In addition to sending you these materials, some of our employees or agents may contact you by telephone, by mail or in person. None of our employees will receive any extra compensation for doing this.

        If you have additional questions about this proxy statement or the annual meeting or would like additional copies, without charge, of this document or our annual report for the fiscal year ended September 30, 2018, please contact: Wesco Aircraft Holdings, Inc., 24911 Avenue Stanford, Valencia, California 91355, Attn: John Holland.


3

Table of Contents

PROPOSAL 1
ELECTION OF DIRECTORS

Board Structure

There are currently eleven directors on our Board, and our directors are divided into three classes, with four directors in both Class I and Class III and three directors in Class II. The terms of office of the three Class II directors expire at the 2019 annual meeting of stockholders.

Class II Election

The three nominees for election as Class II directors are listed below. If elected, the nominees for election as Class II directors will serve on our Board for a term of three years and until their successors are duly elected and qualified. All three nominees currently serve on our Board.

Class II Nominees

The Class II nominees are as follows:

Director
 
Age, Principal Occupation, Business Experience,
Other Directorships Held and Director Qualifications
 
Director
Since
Paul E. Fulchino
(Class II)
 
Mr. Fulchino, age 72, has served as an Operating Partner of AE Industrial Partners, a private equity firm that invests in aerospace and power generation companies, since 2014. From 2000 until his retirement in 2010, Mr. Fulchino served as Chairman, President and Chief Executive Officer of Aviall, Inc., a leading solutions provider of aftermarket supply-chain management services for the aerospace and defense industries, which became a wholly-owned subsidiary of The Boeing Company on September 20, 2006. Mr. Fulchino had previously served as President and Chief Operating Officer of BE Aerospace, Inc. from 1996 to 1999 and President and Vice Chairman of Mercer Management Consulting, Inc. from 1990 to 1996. He also currently serves on the board of directors of Spirit Aerosystems Holdings, Inc. (“Spirit”), where he is chair of the Compensation Committee and a member of the Corporate Governance and Nominating Committee.
 
2008
 
 
The Board has concluded that Mr. Fulchino should serve as a director because he brings a unique perspective to the Board regarding the global aerospace industry, particularly as a result of his extensive experience in the aerospace aftermarket industry. In addition, as a result of his current service as a director of Spirit, Mr. Fulchino brings valuable knowledge to the Board about the operations, compensation programs and corporate governance of another public company.
 
 

4

Table of Contents

Director
 
Age, Principal Occupation, Business Experience,
Other Directorships Held and Director Qualifications
 
Director
Since
Scott E. Kuechle
(Class II)

 
From 2005 until his retirement in 2012, Mr. Kuechle, age 59, served as Executive Vice President and Chief Financial Officer of Goodrich Corporation (“Goodrich”), a leading global supplier of systems and services to the aerospace and defense industry. Prior to that, Mr. Kuechle served as Goodrich’s Corporate Controller from 2004 until 2005, Corporate Treasurer from 1998 until 2004, Director of Finance and Banking (Assistant Treasurer) from 1994 until 1998, Director of Finance for one of Goodrich’s Business Units from 1989 until 1994 and in various financial roles in Goodrich’s Corporate and Business Segment Offices from 1983 until 1989. Mr. Kuechle also currently serves on the board of directors of Esterline Technologies Corporation (“Esterline”), where he is chair of the Audit Committee and a member of the Enterprise Risk Committee, and Kaman Corporation (“Kaman”), where he is chair of the Audit Committee and a member of the Corporate Governance Committee.
 
2012
 
 
The Board has concluded that Mr. Kuechle should serve as a director based on his prior experience as an executive officer at Goodrich and his current service on the board of directors, Audit Committee and Enterprise Risk Committee of Esterline and the board of directors, Audit Committee and Corporate Governance Committee of Kaman. The Board believes that Mr. Kuechle’s experience at Goodrich, Esterline and Kaman, in particular as it relates to corporate finance, the audit function, corporate governance and risk management of public companies, allows for him to bring strong leadership and valuable insights to the Board.
 
 
Robert D. Paulson
(Class II)

 
Mr. Paulson, age 73, has served as the Chief Executive Officer of Aerostar Capital LLC, a private equity investment firm, since he founded the firm in 1997. Prior to founding Aerostar Capital, Mr. Paulson retired from McKinsey & Company, Inc., an international management consulting firm, where he had served as the Los Angeles Office Manager from 1982 to 1989, led the Global Aerospace and Defense Practice from 1985 to 1997 and was twice elected to McKinsey’s board of directors. He also currently serves on the board of directors of Ducommun Incorporated (“Ducommun”), where he is the independent lead director and is also a member of the Compensation Committee and the Corporate Governance and Nominating Committee, and previously served on the board of directors of Nationwide Health Properties, Inc. (“NHP”) (Mr. Paulson also served on the board of Ventas, Inc. (“Ventas”) after it acquired NHP in 2011).
 
2006
 
 
The Board has concluded that Mr. Paulson should serve as a director because of his extensive experience as a consultant and investor in the aerospace and defense industries, which provides a unique perspective to the Board, particularly with respect to the development and execution of business strategies. In addition, as a result of his current service as a director of Ducommun and his prior service as a director of NHP/Ventas, Mr. Paulson brings valuable knowledge to our Board about the operations, compensation programs, corporate governance and audit function of other public companies.
 
 




5

Table of Contents

Vote Required; Recommendation

The election of a director to the Board requires the affirmative vote of a plurality of the votes validly cast at the annual meeting.

        OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE CLASS II NOMINEES NAMED ABOVE.


6

Table of Contents

Continuing Directors

The eight directors whose terms will continue after the 2019 annual meeting and will expire at the 2020 annual meeting (Class III) or 2021 annual meeting (Class I) are listed below.

Director
 
Age, Principal Occupation, Business Experience,
Other Directorships Held and Director Qualifications
 
Director
Since
 
 
 
 
 
Thomas M. Bancroft
(Class III)

 
Mr. Bancroft, age 52, founded Makaira Partners LLC (“Makaira Partners”) in 2007, and currently serves as its Managing Member, Portfolio Manager and Chief Investment Officer. Makaira Partners is a private investment management firm based in La Jolla, California that manages investment partnerships for individuals, family offices, endowments and non-profit organizations. Prior to founding Makaira Partners, Mr. Bancroft spent thirteen years, the last six as the Portfolio Manager and Senior Managing Director, at Plaza Investment Managers, Inc. (“Plaza”), a wholly owned investment subsidiary of GEICO Corporation (“GEICO”). Plaza managed a $3.5 billion equity portfolio for GEICO, an auto insurance subsidiary of Berkshire Hathaway. Mr. Bancroft began his career as a staff writer and reporter for Financial World Magazine and Forbes Magazine, respectively. Mr. Bancroft currently serves as a Trustee of Francis Parker School in San Diego and is the Chair of the Investment Committee.
 
2015
 
 
The Board has concluded that Mr. Bancroft should serve as a director based on the unique perspective that he brings as a significant stockholder of the Company through his position as Managing Member, Portfolio Manager and Chief Investment Officer of Makaira Partners, as well as his prior experience at Plaza. Mr. Bancroft was appointed to the Board pursuant to a cooperation agreement dated February 20, 2015 between the Company and Makaira Partners. See “General Information Concerning the Board of Directors, Its Committees and the Company’s Corporate GovernanceCommittees of the BoardNominating and Corporate Governance Committee.”
 
 
Adam J. Palmer
(Class III)

 
Mr. Palmer, age 46, is a Managing Director of The Carlyle Group (“Carlyle”) and has been the Head of the Global Aerospace, Defense and Government Services sector team since 2011. Mr. Palmer joined Carlyle in 1996 as a member of the Aerospace, Defense and Government Services sector team. Prior to joining Carlyle, Mr. Palmer was with Lehman Brothers focusing on mergers, acquisitions and financings for defense electronics and information services companies. He also currently serves on the board of directors of Dynamic Precision Group, Global Jet Capital, Novetta Solutions, Sequa Corporation and Triumph Group, Inc., where he serves on the Compensation and Management Development Committee and the Executive Committee and is the chair of the Finance Committee. Mr. Palmer previously served on the board of directors of RPK Capital Management Group, LLC and Landmark Aviation.
 
2006

7

Table of Contents

Director
 
Age, Principal Occupation, Business Experience,
Other Directorships Held and Director Qualifications
 
Director
Since
 
 
The Board has concluded that Mr. Palmer should serve as a director because, in addition to his demonstrated leadership as a Managing Director of Carlyle and his extensive experience in private equity and investment banking, he brings additional perspectives to the Board about the global aerospace and defense industries. In addition, as a result of his current service as a director of Dynamic Precision Group, Global Jet Capital, Novetta Solutions, Sequa Corporation and Triumph Group, Inc., where he serves on the Compensation and Management Development Committee and the Executive Committee and is the chair of the Finance Committee, Mr. Palmer brings valuable knowledge to the Board about the operations, corporate finance, compensation programs and corporate governance of other companies.
 
 
Norton A. Schwartz
(Class III)

 
General Schwartz, age 67, has served as the President and Chief Executive Officer of Business Executives for National Security since 2013. In 2012, General Schwartz retired from the United States Air Force after nearly 40 years of service. From 2008 to 2012, he was the Chief of Staff of the United States Air Force, serving as the senior uniformed Air Force officer responsible for the organization, training and equipping of active duty, guard and reserve forces and civilian workforce serving in the United States and overseas. As Chief of Staff, General Schwartz was a member of the Joint Chiefs of Staff providing military advice to the Secretary of Defense, the National Security Council and the President. Prior to that, he served as Commander of the United States Transportation Command from 2005 to 2008 and Director for Operations and Director of the Joint Staff from 2002 to 2005. General Schwartz currently serves on the board of directors of Cobham plc (“Cobham”), where he is a member of the Audit Committee, Remuneration Committee and Board Risk Committee. He is also a member of the board of directors of CAE, USA Inc. (“CAE USA”) and Braidy Industries (“Braidy”), and serves on the board of trustees of the Institute for Defense Analyses.
 
2013
 
 
The Board has concluded that General Schwartz should serve as a director because, in addition to the leadership he demonstrated throughout his distinguished military career, he brings extensive knowledge to the Board about the military aerospace industry. As a result of his current service as a director of Cobham, CAE USA and Braidy and as a trustee of the Institute for Defense Analyses, General Schwartz also brings valuable knowledge to the Board about the operations and corporate governance of other companies and organizations.
 
 
Randy J. Snyder
(Class III)

 
Mr. Snyder, age 69, served as our President and Chief Executive Officer from 1977 until 2014, and has been the Chairman of the Board since 2006.
 
2006
 
 
The Board has concluded that Mr. Snyder should serve on the Board based upon his intimate knowledge of our operations and his role in leading our transition from a small niche distributor to the world’s leading independent distributor and provider of comprehensive supply chain management services to the global aerospace industry, based on annual sales.
 
 

8

Table of Contents

Director
 
Age, Principal Occupation, Business Experience,
Other Directorships Held and Director Qualifications
 
Director
Since
Dayne A. Baird
(Class I)

 
Mr. Baird, age 42, is a Principal at Carlyle where he focuses on buyouts, privatizations and strategic minority investments throughout the United States in the aerospace, defense and government services sectors. Mr. Baird has been with Carlyle since 2003. Prior to joining Carlyle, Mr. Baird worked in the mergers and acquisitions and global industrial groups of Lehman Brothers from 2000 to 2003, where he focused on transactions in the industrial, aerospace and defense sectors. Mr. Baird also currently serves on the board of directors of Novetta Solutions, where he is a member of the Audit Committee and Compensation Committee, and previously served on the boards of ARINC Incorporated, where he was a member of the Audit Committee, and Landmark Aviation, where he was a member of the Audit Committee and Compensation Committee.
 
2010
 
 
The Board has concluded that Mr. Baird should serve as a director because, in addition to his demonstrated leadership as a Principal at Carlyle, he brings valuable insight to the Board about the global aerospace and defense industries, as well as debt and equity capital markets. As a result of his current service as a director of Novetta Solutions and his prior service as a director of ARINC Incorporated and Landmark Aviation, Mr. Baird also brings valuable knowledge to the Board about the operations, compensation programs and corporate governance of other companies.
 
 
Jay L. Haberland
(Class I)

 
Mr. Haberland, age 68, retired from United Technologies Corporation (“UTC”), a publicly traded provider of high technology products and services to the building and aerospace industries, in 2008 after over 14 years of service at the company. During his 14 years at UTC, Mr. Haberland held various senior management positions, including Vice President of Business Controls from 2003 until 2008, Vice President Finance and Chief Financial Officer for Sikorsky Aircraft Corporation, a subsidiary of UTC, from 1999 until 2003, Vice President and Controller from 1996 until 1999, Acting Chief Financial Officer from 1997 until 1998 and Director of Internal Audit from 1994 until 1996. Prior to joining UTC, he served in a variety of capacities at The Black & Decker Corporation (now Stanley Black & Decker) (“Black & Decker”) from 1986 until 1994, including Vice President of Finance and Chief Financial Officer of the Commercial and Industrial Group, Vice President & General Auditor and Director of Internal Audit for Emhart Corporation, a manufacturing company that was acquired by Black & Decker. Mr. Haberland began his career at Price Waterhouse (now PricewaterhouseCoopers), where he worked from 1973 until 1986. Mr. Haberland also currently serves as a director of Ducommun and National Technical Systems, Inc. (“NTS”), and is chairman of the Audit Committee for both. Mr. Haberland is also a member of the board of trustees of Alfred University, where he is chairman of the Audit Committee and the vice chairman of the Finance Committee.

 
2011

9

Table of Contents

Director
 
Age, Principal Occupation, Business Experience,
Other Directorships Held and Director Qualifications
 
Director
Since
 
 
The Board has concluded that Mr. Haberland should serve as a director based on his background in auditing and finance, his experience in the aerospace industry and his service as an executive officer at both UTC and Black & Decker, all of which the Board believes positions Mr. Haberland to bring strong leadership to the Board. In addition, the Board believes that Mr. Haberland’s current experience as a director and chair of the Audit Committees at both Ducommun and NTS allows for him to bring valuable insights to the Board about the operations, audit function and corporate governance of other companies.
 
 
Jennifer M. Pollino
(Class I)

 
Ms. Pollino, age 54, has served as an Executive Coach and Consultant at JMPollino, LLC since 2012. Prior to that, Ms. Pollino served as Executive Vice President-Human Resources and Communications at Goodrich from 2005 to 2012. Ms. Pollino also served in various general management and financial roles for several Goodrich manufacturing and service operating divisions between 1992 and 2005. Ms. Pollino currently serves on the Board of Directors of Crane Co., where she is a member of the Audit Committee and the Management Organization and Compensation Committee, and Kaman, where she is a member of the Audit Committee and Personnel and Compensation Committee. She previously served on the Board of Directors of the Society for Human Resources Management, where she was a member of the Audit Committee.
 
2014
 
 
The Board has concluded that Ms. Pollino should serve as a director based on her prior experience as a senior executive at Goodrich and her current service as a director of Crane Co. and Kaman. In particular, the Board believes that Ms. Pollino’s familiarity with accounting, finance, operations, general management, human resources and corporate governance allows her to bring strong leadership, valuable insights and a unique perspective to the Board.
 
 
Todd S. Renehan
(Class I)


 
Mr. Renehan, age 55, has served as the Company’s Chief Executive Officer and as a member of the Board since 2017. Prior to that, he had served as the Company’s Executive Vice President and Chief Commercial Officer since 2014. From 2013 to 2014, Mr. Renehan served as President for Haas Group International Inc. (“Haas”), a global provider of chemical supply chain management solutions to the commercial aerospace, airline, military, energy and other markets, which the Company acquired on February 28, 2014. He also previously served as Haas’ Executive Vice President and Chief Commercial Officer from 2010 to 2013. In 2010, he served as Chief Commercial Officer for Damco, a division of Maersk, a leading global provider of transportation and freight solutions, and from 1985 through 2009, he worked for Ryder, a global provider of transportation services, in multiple capacities, ultimately serving as Executive Vice President of Sales, Marketing and Rental.
 
2017

10

Table of Contents

Director
 
Age, Principal Occupation, Business Experience,
Other Directorships Held and Director Qualifications
 
Director
Since
 
 
The Board has concluded that Mr. Renehan should serve as a director based on the insights that he can provide as our Chief Executive Officer, as well as through his prior experience as our Executive Vice President and Chief Commercial Officer. In addition, the Board believes that Mr. Renehan’s vast commercial experience in our industry allows for him to bring strong leadership and valuable insights to the Board.
 
 


11

Table of Contents

GENERAL INFORMATION CONCERNING THE BOARD OF DIRECTORS,
ITS COMMITTEES AND THE COMPANY’S CORPORATE GOVERNANCE

Risk Oversight

The Board, with the assistance of management, is actively involved in oversight of risks that could affect the Company. Each year, the Board approves key risk-related issues that it will monitor and address during the course of the year, and has also delegated risk oversight responsibility to committees of the Board as follows: (i) the Audit Committee oversees the Company’s risk assessment and risk management guidelines (including enterprise risk management), policies and processes as well as risk relating to the financial statements and financial reporting process of the Company, meeting periodically with management to discuss the Company’s major financial risk exposures and the steps management is taking to monitor and control such exposures, including the Company’s risk assessment and risk management policies; (ii) the Compensation Committee oversees risk related to senior executive compensation; (iii) the Nominating and Corporate Governance Committee oversees risk related to corporate governance; and (iv) the Finance Committee oversees risk related to the Company’s financing activities. In addition, management regularly reports to the full Board and, as appropriate, the committees of the Board regarding the enterprise risk that the Company must mitigate and/or manage.

Board Independence

On December 6, 2018, after reviewing the independence requirements of the NYSE and considering the qualifications, experience and background of Messrs. Baird, Bancroft, Fulchino, Haberland, Kuechle, Palmer, Paulson and Schwartz and Ms. Pollino, our Board designated each of them as an “independent” director within the meaning of the NYSE requirements. On December 6, 2018, the Board also designated each of Messrs. Haberland, Kuechle and Paulson as an “independent” director within the meaning of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and each of Messrs. Baird and Fulchino and Ms. Pollino as independent under the heightened independent standards applicable to Compensation Committee members pursuant to the rules of the NYSE, as required by the SEC.

Board Meetings

Our Board conducts its business through meetings of the Board, actions taken by written consent in lieu of meetings and by the actions of its committees. During fiscal 2018, the Board held four meetings and acted by unanimous written consent twice. During fiscal 2018, each incumbent director attended all meetings of the Board and the committees of the Board on which he or she served while he or she was a member of the Board or such committees, except that Mr. Snyder did not attend one Board meeting, Mr. Schwartz did not attend one Board meeting, Mr. Kuechle did not attend one Audit Committee meeting, Mr. Baird did not attend one Finance Committee meeting and Mr. Bancroft did not attend one Finance Committee meeting.

Committees of the Board

The Board currently has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Finance Committee. The charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are each available without charge on the Investor Relations portion of our website at www.wescoair.com, or by written request directed to Wesco Aircraft Holdings, Inc., 24911 Avenue Stanford, Valencia, California 91355, Attention: John Holland. The following is a brief description of each of our committees.

Audit Committee

Our Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications and independence of our independent registered public accounting firm and the performance of our internal audit function and independent registered public accounting firm. Our Audit Committee reviews and assesses the qualitative aspects of our financial reporting, our processes to manage business and financial risks and our compliance with significant applicable legal, ethical and regulatory requirements. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm.

The Audit Committee is currently comprised of Messrs. Paulson (chair), Haberland and Kuechle. The Board has determined that Messrs. Paulson, Haberland and Kuechle are each independent directors. The Board has also determined that Messrs. Paulson, Haberland and Kuechle are each financially literate and are each an “audit committee financial expert,” as such term is defined under the applicable regulations of the SEC.


12

Table of Contents

During fiscal 2018, the Audit Committee met six times and acted once by unanimous written consent in performing its functions.

Compensation Committee

The Compensation Committee is responsible, among its other duties and responsibilities, for reviewing and approving all forms of compensation to be provided to our executive officers and directors, establishing our general compensation policies and reviewing, approving and overseeing the administration of our employee benefits plans. The Compensation Committee also periodically reviews management development and succession plans.

The Compensation Committee has the resources and authority appropriate to carry out its duties, including sole authority to retain and terminate independent counsel, compensation consultants or other experts or consultants, as it deems necessary or appropriate, including the sole authority to approve the fees and other retention terms for such persons.

We retained the services of Semler Brossy Consulting Group, LLC (“Semler Brossy”) as independent compensation consultants to provide advice with respect to certain executive compensation matters for fiscal 2018. See “Compensation Discussion and AnalysisCompensation Overview.”

The Compensation Committee is currently comprised of Messrs. Baird (chair) and Fulchino and Ms. Pollino, and the Board has determined that Messrs. Baird and Fulchino and Ms. Pollino are each independent directors, including under the heightened independent standards applicable to Compensation Committee members pursuant to the rules of the NYSE and the SEC.

The Compensation Committee may delegate the approval of certain transactions to a subcommittee consisting solely of two or more members of the Compensation Committee who are (i) “non-employee directors” for the purposes of Rule 16b-3 under the Exchange Act and (ii) “outside directors” for the purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). On December 10, 2014, the Compensation Committee created a subcommittee (the “Section 162(m) Plan Subcommittee”) consisting of Mr. Fulchino and Ms. Pollino to administer and make all determinations with respect to awards granted or compensation to be provided under the 2014 Plan or any successor plan to Covered Employees (as defined in the 2014 Plan), solely with respect to compensation that is intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code and the regulations promulgated thereunder. The Board has determined that Mr. Fulchino and Ms. Pollino are both (a) ”non-employee directors” for the purposes of Rule 16b-3 under the Exchange Act and (b) “outside directors” for the purposes of Section 162(m) of the Internal Revenue Code. The charter of the Section 162(m) Plan Subcommittee is available without charge on the Investor Relations portion of our website at www.wescoair.com, or by written request directed to Wesco Aircraft Holdings, Inc., 24911 Avenue Stanford, Valencia, California 91355, Attention: John Holland.

During fiscal 2018, the Compensation Committee met five times and acted by unanimous written consent five times in performing its functions, while the Section 162(m) Plan Subcommittee met three times and acted by unanimous written consent three times in performing its functions.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is responsible for, among other things: (i) recommending persons to be selected by the Board as nominees for election as directors; (ii) recommending persons to be selected by the Board as members and chairperson for each committee of the Board; (iii) analyzing and proposing for approval by the Board the governance policies of the Company; and (iv) monitoring our performance in meeting our obligations with respect to professional ethics and integrity in internal and external matters and our principles of corporate governance.

Pursuant to a cooperation agreement dated February 20, 2015 between the Company and Makaira Partners (the “Cooperation Agreement”), Mr. Bancroft was appointed to the Board, as a Class III director. Under the Cooperation Agreement, the Board may request that Mr. Bancroft resign from the Board (and Mr. Bancroft has agreed to resign within five business days after receipt of such request) if, among other things and subject to certain exceptions, Makaira Partners ceases to beneficially own at least 5% of the Company’s outstanding common stock. Under the Cooperation Agreement, Makaira Partners and Mr. Bancroft agreed that they will not own in excess of 15% of the Company’s outstanding common stock and will not engage in certain other activities. Pursuant to the Amended and Restated Stockholders Agreement (as defined below), (i) the affiliates of Carlyle that own Wesco shares (the “Carlyle Stockholders”) have the right to nominate three of the members of the Board and (ii) certain other stockholders who are party to the Stockholders Agreement, including Randy Snyder (collectively, the “Wesco Stockholders”), have the right to nominate one of the members of the Board. See “Certain Relationships and Related

13

Table of Contents

Party TransactionsAmended and Restated Stockholders Agreement.” Subject to certain restrictions and conditions in the Cooperation Agreement and the Amended and Restated Stockholders Agreement, the Board or a committee of the Board has the right to nominate the remaining members of the Board. Under the terms of the Amended and Restated Stockholders Agreement, each stockholder who is a party to the Amended and Restated Stockholders Agreement is required to vote their shares to elect the directors nominated by the Carlyle Stockholders and the Wesco Stockholders.

Pursuant to the Nominating and Corporate Governance Committee Charter, in recommending candidates for selection to our Board and our Board committees, including Board nominees recommend by stockholders, the Nominating and Corporate Governance Committee may take the following criteria, along with any other criteria it deems appropriate, into consideration:

personal and professional integrity, ethics and values;

experience in corporate management, such as serving as an officer or former officer of a publicly held company,
and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded
company in today’s business environment;

experience in the Company’s industry and with relevant social policy concerns;

experience as a board member of another publicly held company;

academic expertise in an area of the Company’s operations; and

practical and mature business judgment, including the ability to make independent analytical inquiries.

While the Nominating and Corporate Governance Committee has not adopted a formal diversity policy with regard to the selection of director nominees, diversity is another factor that it considers in identifying nominees. As part of this process, the Nominating and Corporate Governance Committee evaluates how a particular candidate’s perspectives, knowledge, experience and expertise in substantive matters relating to the Company’s business may add value to the Board.

The Nominating and Corporate Governance Committee may retain any independent counsel, experts or advisors that it believes to be desirable and appropriate. The Company shall provide for appropriate funding, as determined by the Nominating and Corporate Governance Committee, for payment of compensation to any such persons employed by the Nominating and Corporate Governance Committee and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Nominating and Corporate Governance Committee also has the authority to retain and terminate any search firm to be used to identify and evaluate director candidates, including the authority to approve such search firm’s fees and other retention terms.

The Nominating and Corporate Governance Committee is currently comprised of Messrs. Palmer (chair), Bancroft and Schwartz, and the Board has determined that Messrs. Palmer, Bancroft and Schwartz are each independent directors.

During fiscal 2018, the Nominating and Corporate Governance Committee met twice and acted once by unanimous written consent in performing its functions.

Finance Committee

The Finance Committee assists the Board in carrying out its oversight responsibilities relating to certain financing and strategic planning matters affecting the Company. The Finance Committee’s primary responsibilities include: (i) reviewing and making recommendations to the Board regarding (a) any financing considerations contained in the Company’s strategic plans or required by the Company’s long-term business objectives, (b) material financial transactions and commitments, (c) acquisitions and divestitures, (d) the delegation of approval authority for certain transactions from the Board to senior management and (e) the Company’s dividend policies and share repurchase programs, if any; (ii) reviewing, approving and monitoring (a) the Company’s practices and policies relating to significant risks that expose the Company to financial loss, including with respect to foreign currency and interest rate exposure and the Company’s global property and casualty insurance programs, (b) the Company’s practices and policies regarding liquidity and short-term investments, off-balance sheet financings and letters of credit and guarantees and (c) significant information technology strategies and projects; (iii) reviewing and approving the selection of the Company’s financial advisors engaged in connection with certain material transactions; (iv) reviewing and reporting to the Board regarding the Company’s debt rating objectives and long-term financing requirements; and (v) reviewing the Company’s historical and projected compliance with the covenants and restrictions arising under the Company’s material financial obligations and commitments.

14

Table of Contents


The Finance Committee is currently comprised of Messrs. Kuechle (chair), Baird, Bancroft and Haberland.

During fiscal 2018, the Finance Committee met four times in performing its functions.

In addition, from time to time, other committees may be established under the direction of our Board when necessary to address specific issues.

Compensation Committee Interlocks and Insider Participation

For fiscal 2018, the Compensation Committee was comprised of Messrs. Baird and Fulchino and Ms. Pollino. None of the members of the Board who sat on the Compensation Committee during fiscal 2018 was an officer or employee of the Company during or prior to fiscal 2018. During fiscal 2018, none of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board or Compensation Committee. As a stockholder of the Company, Mr. Fulchino is a party to the Amended and Restated Stockholders Agreement, which is described in further detail under “Certain Relationships and Related Party TransactionsAmended and Restated Stockholders Agreement.”

Corporate Governance

Code of Business Conduct and Ethics

We have adopted a written code of ethics (the “Code of Business Conduct and Ethics”) that applies to our directors, officers and employees. This Code of Business Conduct and Ethics is designed to comply with SEC regulations and NYSE listing standards related to codes of conduct and ethics and is posted on the Investor Relations portion of our website at www.wescoair.com. A copy of our Code of Business Conduct and Ethics is also available free of charge, upon request directed to Wesco Aircraft Holdings, Inc., 24911 Avenue Stanford, Valencia, California 91355, Attention: John Holland. We intend to disclose any amendments to, or waivers from, a provision of our Code of Business Conduct and Ethics on our website within four business days following the date of any amendment or waiver.

Corporate Governance Guidelines

We have adopted corporate governance guidelines (the “Corporate Governance Guidelines”) to advance the functioning of our Board and its committees and to set forth our Board’s expectations as to how it should perform its functions. Our Corporate Governance Guidelines are posted on the Investor Relations portion of our website at www.wescoair.com. A copy of our Corporate Governance Guidelines is also available free of charge, upon request directed to Wesco Aircraft Holdings, Inc., 24911 Avenue Stanford, Valencia, California 91355, Attention: John Holland.

Whistleblower Policy

We have adopted a whistleblower policy (the “Whistleblower Policy”) to govern the receipt, retention and treatment of complaints regarding, among other things, the Company’s accounting, internal accounting controls, auditing matters or violations of any state or federal laws or regulations, and to protect the confidential, anonymous reporting of such complaints. Our Code of Business Conduct and Ethics requires employees to report such concerns.

Our Whistleblower Policy is posted on the Investor Relations portion of our website at www.wescoair.com. A copy of our Whistleblower Policy is also available free of charge, upon request directed to Wesco Aircraft Holdings, Inc., 24911 Avenue Stanford, Valencia, California 91355, Attention: John Holland.

Policies Relating to Our Board

Communications with the Board

All interested parties who wish to contact the Board may send written correspondence to Wesco Aircraft Holdings, Inc., 24911 Avenue Stanford, Valencia, California 91355, Attention: John Holland. Communications may be addressed to an individual director, to the non-management or independent directors as a group or to the Board as a whole, marked as confidential or otherwise. Communications not submitted confidentially, which are addressed to directors that discuss business or other matters relevant to the activities of our Board, will be preliminarily reviewed by the office of the Secretary and then distributed either in summary form or by delivering a copy of the communication. Communications marked as confidential will

15

Table of Contents

be distributed, without review by the office of the Secretary, to the director or group of directors to whom they are addressed. With respect to other correspondence received by the Company that is addressed to one or more directors, the Board has requested that the following items not be distributed to directors, because they generally fall into the purview of management, rather than the Board: junk mail and mass mailings, product and service complaints, product and services inquiries, résumés and other forms of job inquiries, solicitations for charitable donations, surveys, business solicitations and advertisements.

Board Leadership Structure

As noted in our Corporate Governance Guidelines, the Chief Executive Officer may serve as Chairman of the Board, and, accordingly, we have no policy with respect to the separation of the offices of Chairman and Chief Executive Officer. The Board believes that it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and Chief Executive Officer in any way that is in the best interests of the Company at a given point in time. Mr. Snyder currently serves as our Chairman and Todd Renehan currently serves as our Chief Executive Officer.

Executive Sessions and Presiding Director

Our Corporate Governance Guidelines require the Board to hold regularly scheduled executive sessions for the non-management directors without any management directors or employees present, at least one of which annually includes only independent directors. Pursuant to the Corporate Governance Guidelines, the independent directors are required to appoint an independent, non-management member of the Board to preside over the non-management executive sessions, including executive sessions at which only independent directors are present. However, if the Board elects an independent, non-management director as the chairman of the Board, such chairman will serve as the presiding director. Adam Palmer currently serves as the presiding director.

Director Attendance at Annual Meeting of Stockholders

Although the Company does not have a formal policy regarding director attendance at our annual meeting of stockholders, we encourage directors to attend. Eight Board members attended the 2018 annual meeting of stockholders.

16

Table of Contents

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed with management of the Company and PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Company, the audited financial statements of the Company for the fiscal year ended September 30, 2018 (the “Audited Financial Statements”).

The Audit Committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 1301, as in effect on the date of this proxy statement.

The Audit Committee has: (i) considered whether non-audit services provided by PricewaterhouseCoopers LLP are compatible with its independence; (ii) received the written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence; and (iii) discussed with PricewaterhouseCoopers LLP its independence.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2018 for filing with the SEC.

Respectfully submitted,

The Audit Committee

Robert D. Paulson (Chair)
Jay L. Haberland
Scott E. Kuechle



17

Table of Contents

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with members of management and based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Respectfully submitted,

The Compensation Committee

Dayne A. Baird (Chair)
Paul E. Fulchino
Jennifer M. Pollino



18

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides an overview and analysis of (i) the elements of our compensation program for our named executive officers (“NEOs”) identified below, (ii) the material compensation decisions made for the fiscal year ended September 30, 2018 and reflected in the executive compensation tables that follow this Compensation Discussion and Analysis and (iii) the material factors considered in making those decisions.

Our Named Executive Officers

For the fiscal year ended September 30, 2018 our NEOs are:
Todd Renehan, Chief Executive Officer,
Kerry Shiba, Executive Vice President and Chief Financial Officer,
Alex Murray, President and Chief Operating Officer,
Declan Grant, Executive Vice President and Chief Commercial Officer, and
Dan Snow, former Executive Vice President and Chief Supply Chain Officer.
The above reflects our NEOs’ principal positions as of September 30, 2018 and includes all individuals who were serving as our executive officers on such date. On October 6, 2017, Mr. Snow retired as Executive Vice President and Chief Supply Chain Officer of the Company.

Executive Summary

Our Business

Founded in 1953 by the father of our current Board Chairman, we have grown to serve over 7,000 customers, which are primarily in the commercial, military and general aviation sectors, including the leading original equipment manufacturers and their subcontractors, through which we support nearly all major Western aircraft programs, and also sell products to airline-affiliated and independent maintenance, repair and overhaul providers. We also service customers in the automotive, energy, health care, industrial, pharmaceutical and space sectors. We have 3,069 employees and operate across 56 locations in 17 countries.

Wesco 2020 Initiative

During fiscal 2018, we initiated a comprehensive business assessment to determine the steps necessary to improve our operational and financial performance. The assessment process confirmed that opportunities exist for a significant uplift in profitability through footprint alignment, organizational refinement and broader productivity gains, as well as a need to invest in upgrading critical capabilities to serve customers and manage inventory better. The assessment led to the development of “Wesco 2020,” with the following key initiatives:
Align our footprint with our customer and supplier base to enhance service, improve operating efficiency and reduce costs.

Refine our organizational structure to drive greater accountability, enhance capabilities, reduce management layers, eliminate duplication and lower costs

Invest strategically in people and capabilities, including automation and business tools to drive more effective inventory management and greater efficiency.

In connection with Wesco 2020, we also implemented an executive retention and performance award program designed to retain key executives and align incentive compensation with our Wesco 2020 strategic initiatives. This program consisted of

19

Table of Contents

supplemental restricted share units (“RSU”) and performance share units (“PSU”) that were awarded to our NEOs, which are discussed below under the heading “Long-Term Equity Incentive Awards—Wesco 2020 Awards.”

2018 Compensation Highlights
Our executive compensation program has been designed to motivate, reward, attract and retain high caliber management deemed essential to ensure our success. As we have had substantial turnover in our executive team in recent years, we focused on designing compensation programs in fiscal 2018 that would drive retention among our newly established management team and promote stockholder value by providing meaningful and realistic performance incentives aligned to our key strategic initiatives going forward. Key compensation highlights for fiscal 2018 included:
Target compensation levels. We maintained total target pay levels that our Compensation Committee believes are in-line with market comparables and reasonably consistent with our historical pay levels for these positions.
Annual Cash Awards. Target annual cash incentive awards continued to be determined primarily (80%) based on pre-set Bonus EBITDA and Bonus Cash Flow metrics that were designed to be challenging and set in connection with our annual budgeting process. For fiscal 2018, we outperformed against our Bonus EBITDA target but underperformed on Bonus Cash Flow target, resulting in payouts slightly below target for each of our NEOs.

Long-Term Incentive Plan Design. To improve retentive aspects of our long-term incentive awards, we reduced the weighting of stock option grants in our long-term incentive program for fiscal 2018. Long-term incentive grants for fiscal 2018 consisted of 25% stock options, 25% PSUs and 50% RSUs. As in prior years, regular annual PSU awards are earned based on achievement of relative total shareholder return (“TSR”) and return on invested capital metrics (“ROIC”).

Wesco 2020 Awards. In connection with Wesco 2020, we implemented a special retention and performance award program designed to retain key executives and align incentive compensation with our Wesco 2020 strategic initiatives. PSU awards were granted as part of this program and provide for no awards to be earned unless at least $15 million in annualized savings are realized before September 30, 2019.

Key Compensation Philosophies and Practices

Below, we highlight certain executive compensation practices we employ to align executive compensation with stockholder interests. Also listed below are certain compensation practices we do not employ because we believe they would not serve our long-term value creation goals.

20

Table of Contents

What We Do
ü
 
Pay for performance.    We tie annual and long-term pay to objective performance metrics, including key goals, such as cash flow, EBITDA and ROIC. Approximately 75% of our Chief Executive Officer’s regular annual pay is intended to be variable and tied to performance, with approximately 25% guaranteed in the form of salary or limited employee benefits.
ü
 
Adhere to rigorous goals and reward meaningful executive contributions.    We use objective performance-based goals in our annual and long-term incentive plans that we believe are rigorous and designed to motivate executive performance.
ü
 
Link compensation to total stockholder return and strategic initiatives.    Executive compensation is linked to stockholder returns through annual equity grants consisting of PSUs, RSUs and stock options. For fiscal 2018, a portion of all NEOs’ equity incentive awards were issued under a performance-based stock award program, under which awards vest after three years based on attainment of TSR and ROIC metrics. Our Wesco 2020 PSUs are directly aligned with our Wesco 2020 strategic initiatives.
ü
 
Encourage meaningful stock ownership by our NEOs.    We have adopted a stock ownership policy under which our Chief Executive Officer and all other executive officers must hold shares of our common stock having a specified multiple of their annual base salary.
ü
 
Retain and hire top caliber executives.    Our objective is to provide compensation and benefits that are in alignment with the market for the talent we seek.
ü
 
Maintain flexibility in compensation programs.    Guaranteed or multi-year equity grants or bonuses are not provided to any of our NEOs. This gives us flexibility to adjust our compensation program as necessary to ensure we offer the optimum mix of annual cash incentives and long-term equity incentives to attract and retain key talent.
What We Dont Do
x
 
No multi-year or guaranteed bonuses or equity grants.    We do not pay guaranteed bonuses to anyone and currently have no guaranteed commitments to grant any equity-based awards. This ensures that we are able to base all compensation awards on measurable performance factors and business results.
x
 
No generous executive perquisites.    We do not provide costly perquisites to our NEOs, such as a Company aircraft and similar items.
x
 
No income tax gross-ups.   With the exception of relocation expenses, we do not provide income tax gross-ups for personal benefits and other broad-based benefits.
x
 
No excise tax gross-ups.    We do not provide excise tax gross-ups for change in control benefits.
x
 
No costly employment agreements with executives. We have not entered into employment agreements with our current executives and our standard executive severance agreement provides modest severance and termination entitlements.
x
 
No pension or supplemental retirement plans.    We do not provide costly retirement benefits to our NEOs that reward longevity rather than contributions to Company performance.
x
 
No repricing of options.    Our stockholder approved equity incentive plan does not permit us to reprice options without stockholder approval.
x
 
No hedging.    Our corporate policies prohibit executive officers from hedging the economic risk of ownership of our common stock.

Elements and Objectives of Executive Compensation

The primary elements of our executive compensation program and their corresponding objectives are summarized in the following table:

21

Table of Contents

Compensation Element
 
Description and Objectives
Base Salary
 
Recognizes performance of job responsibilities and is a necessary tool to attract and retain executives.

Annual performance-based compensation
 
Promotes near-term performance objectives and rewards individual contributions.

Long-term equity incentive awards
 
Emphasizes our long-term performance objectives, retention and value creation. Annual equity award grants are made in the form of stock options, PSUs and RSUs. Awards for fiscal 2018 also included special retention awards and PSUs aligned with our Wesco 2020 strategic initiatives.

Severance and change in control benefits
 
Encourages the continued attention and dedication of key individuals and allows them to focus on the value to stockholders when considering strategic alternatives. Unless a change in control occurs severance for all executives is generally limited to one year of compensation or less.

Retirement savings (401(k))
 
Provides an opportunity for tax-efficient savings and long-term financial security. No executive retirement plan is offered.

Other elements of compensation and perquisites
 
Limited benefits and perquisites attract and retain talented executives in a cost-efficient manner by providing benefits with high perceived values at relatively low cost to us.

Decision Processes

The Compensation Committee, in consultation with our Chief Executive Officer for NEOs other than our Chief Executive Officer, has authority to determine and approve compensation decisions with respect to our NEOs. In alignment with the objectives set forth above, the Compensation Committee has historically determined overall compensation, and its allocation among the elements described above, in reliance upon the judgment and general industry knowledge of its members obtained through years of service with comparably-sized companies in our industry and similar industries. Since fiscal 2014, the Compensation Committee has used the services of an independent compensation consultant, Semler Brossy, to provide assistance in developing executive compensation programs. See below under the heading “Compensation OverviewRole of Compensation Consultant.”
Say on Pay Outcome for Fiscal 2017

As the Compensation Committee made its fiscal 2018 compensation decisions, it considered that over 99% of our stockholders who voted on the advisory vote to approve NEO compensation at our last annual meeting of stockholders had voted in favor of approving the compensation. Consistent with this level of support, we continued to implement the compensation policies and practices we have developed in recent years, which we believe reflect a robust “pay for performance” culture within our Company. Changes to our regular executive compensation program for 2018, which were fairly limited (e.g., reduction in weighting of stock options in our annual long-term incentive awards) were driven by a desire to enhance the retentive aspects of our compensation program.

Compensation Overview

Our overall executive compensation program is structured to attract, motivate and retain highly qualified executive officers by paying them competitively, consistent with our success and their contribution to that success. We believe compensation should be structured to ensure that a significant portion of compensation opportunity will be related to factors that directly and indirectly influence stockholder value.
Total compensation for our NEOs has been allocated between cash and equity compensation taking into consideration the balance between providing short-term incentives and long-term investment in our financial performance to align the interests of management with stockholders. The variable annual incentive award and the equity awards are designed to ensure that total compensation reflects our overall success or failure and to motivate the NEOs to meet appropriate performance measures.
This approach has resulted in a significant weighting of compensation toward variable and long-term incentive compensation awards, which represent a significant majority of the compensation opportunities for our NEOs.

22

Table of Contents

 
Percentage of Total Target Direct Pay(1)
Name
 
Base Salary
(%)
 
Target Bonus
(%)
 
Target Equity Awards
(%)
Todd Renehan
 
25.00
 
25.00
 
50.00
Kerry Shiba
 
33.33
 
25.00
 
41.67
Alex Murray
 
30.77
 
23.08
 
46.15
Declan Grant
 
36.36
 
18.18
 
45.45
Dan Snow
 
 
 
————————————
(1)
The total target direct pay includes the NEO’s base salary (as adjusted in fiscal 2018, if applicable), target bonus and target regular equity award value for fiscal 2018 (as adjusted in fiscal 2018, if applicable). Percentages do not reflect special retention awards or our Wesco 2020 PSUs, which are not presently expected to be replicated in future years.

Determination of Compensation Awards

The Compensation Committee is provided with the authority to determine and approve the compensation awards available to our NEOs and is charged with reviewing our executive compensation policies and practices to ensure adherence to our compensation philosophies and that the total compensation paid to our NEOs is fair, reasonable and competitive, taking into account our position within our industry and the level of expertise and experience of our NEOs in their positions.

Role of Compensation Consultant

We retained Semler Brossy to provide advice with respect to certain executive compensation matters for fiscal 2018, which included advising on the relevant peer group for PSU awards. Semler Brossy does not provide any other services to our management. The Compensation Committee has assessed Semler Brossy’s independence and concluded that no conflict of interest exists that would prevent Semler Brossy from providing executive compensation advice to the Compensation Committee.

Use of Peer Group Data

The Compensation Committee reviews competitive pay practices in determining compensation for our executives, including our NEOs, and generally seeks to target individual pay levels that are competitive with the market, which the Compensation Committee views as at or near the 50th percentile of our peer group, which we refer to as “market.” The Compensation Committee considers peer group data in determining whether compensation levels in general are reasonably aligned with market levels and whether our compensation practices and policies remain competitive in the markets in which we compete for executive talent and stockholder investment. For fiscal 2018, the peer group consisted of the following companies:

Triumph Group, Inc.

Aerojet Rocketdyne Holdings, Inc.

Moog Inc.

Applied Industrial Technologies, Inc.

MSC Industrial Direct Co., Inc.

AAR Corp.

Teledyne Technologies Incorporated

Curtiss-Wright Corporation

Beacon Roofing Supply, Inc.

Esterline Technologies Corporation

Astronics Corporation

23

Table of Contents


Kaman Corporation

Hexcel Corporation

DXP Enterprises, Inc.

HEICO Corporation

Echo Global Logistics, Inc.

KLX Inc.

Park-Ohio Holdings Corp.

Base Compensation for Fiscal 2018

We set base salaries for our NEOs generally at a level we deem necessary to attract and retain individuals with superior talent, using the methodologies described above. The Compensation Committee reviews and evaluates base salaries for our NEOs annually, but formulaic base salary increases are not provided to the NEOs. Effective December 21, 2017, Declan Grant received a 2.0% base salary increase that is consistent with the annual merit increases provided to other Company employees. None of our other NEOs received an increase in their base salary during fiscal 2018.

Annual Performance-Based Compensation for Fiscal 2018

We structure our compensation programs to reward NEOs based on the Company’s performance and the individual executive’s contribution to that performance. Under the Management Incentive Plan (the (“MIP”), certain key employees, including NEOs, are eligible to receive annual cash incentive awards in the event certain specified corporate financial performance goals are achieved and based on individual performance considerations.
Under the terms of the MIP, the NEOs have target bonus amounts based upon a percentage of their base salaries. The NEOs’ target bonus amounts for fiscal 2018 are set forth in the table below.
 
 
Fiscal 2018 Target Bonus
Name
 
As % of Base Salary
Todd Renehan
 
100
Kerry Shiba
 
75
Alex Murray
 
75
Declan Grant
 
50
Dan Snow
 
—(1)
————————————
(1)
On October 6, 2018, Mr. Snow retired from our Company as Executive Vice President and Chief Supply Chain Officer and was not eligible to receive a bonus earned for the year

Our NEOs have the ability to earn more or less than their target bonus amounts for over performance or under performance, as determined with reference to the applicable performance goals. None of our NEOs has a guaranteed minimum annual performance bonus.
Awards paid under the MIP are based upon the level of achievement in relation to two Company-wide performance metrics, Bonus EBITDA (40% of MIP opportunity) and Bonus Cash Flow (40% of MIP opportunity), as well as individual performance (20% of MIP opportunity). For this purpose, “Bonus EBITDA” is defined generally as our earnings before interest, taxes, depreciation expense and amortization expense, management and transaction fees and extraordinary and non-recurring items. “Bonus Cash Flow” is generally defined as our net cash from operating activities less capital expenditures. We use Bonus EBITDA and Bonus Cash Flow as the primary performance metrics to determine the amount of awards paid under our annual bonus plan because the Compensation Committee believes that these metrics most directly correlate to the creation of value for our stockholders in relation to our financial performance over the annual performance period. For fiscal 2018, the calculation of Bonus EBITDA and Bonus Cash Flow excluded Wesco 2020 implementation costs. Individual performance is generally based on personal contributions, as described in more detail below.  

24

Table of Contents

For each performance year, the Compensation Committee assigns a target, threshold and maximum value to each performance metric. The maximum award for each metric is 200% of the target amount, which is payable only upon achievement of maximum-level performance for the metric. Award amounts for performance between the threshold and target, and target and maximum levels increase linearly (from 0% to 100% and 100% to 200%, respectively) depending upon the level of achievement for each metric relative to its approved target value. The Compensation Committee makes final determinations of the amounts payable under the MIP, in consultation with our Chief Executive Officer for NEOs other than our Chief Executive Officer, after receipt of the applicable financial information.  
The following chart sets forth the threshold, target and maximum values for each performance metric for the fiscal year ended September 30, 2018:
Performance Metric
 
Threshold
($ MM)
 
Target
($ MM)
 
Maximum
($ MM)
Bonus EBITDA
 
135.4
 
154.7
 
170.2
Bonus Cash Flow
 
35.7
 
47.6
 
57.1

For the individual performance component, the Compensation Committee, in consultation with our Chief Executive Officer, established individual performance objectives for the NEOs to support our strategic objectives as well as to support the leadership and goals of their respective functional area. The individual performance objectives generally were based on one or more of the following: (i) improving employee engagement; (ii) improving contract renewal rates; (iii) developing and expanding our supply base; (iv) expansion of e-commerce operations; (v) establishing plans for business system and process improvements; (vi) developing improved inventory reporting; (vii) on-time delivery of products and services; and (viii) executing on key business initiatives.
For fiscal year 2018, our Company Bonus EBITDA was $160.6 million, which exceeded the target, resulting in a payout level of 138.3% for this component. For 2018, Bonus Cash Flow was deemed achieved at a level of $38.4 million, which was below target, resulting in a payout level of only 22.7% for this component. In determining the Bonus Cash Flow achievement level, the Compensation Committee determined to include a cash tax benefit of $9.3 million that was secured in fiscal year 2018 but will not be realized by the Company until fiscal years 2019 and 2020. For the individual performance component, the Compensation Committee reviewed the specific individual performance objectives and considered the overall contributions and extraordinary efforts the NEOs made on behalf of our Company during the year. Based on an evaluation of individual performance and a general assessment that the NEOs exceeded overall expectations for the year, the Compensation Committee approved payouts for the 20% individual component at a level of 140% to 170% of target. Based on these three separate components, each of our NEOs received annual cash bonus award payouts at a level of 93% to 98% of their total target bonus amounts.

Long-Term Equity Incentive Awards

Annual Long-Term Incentive Awards
We believe that providing a portion of our NEOs’ total compensation using a mix of equity-based awards encourages responsible and profitable growth, encourages executive retention, promotes a long-term focus and aligns executive and stockholder interests. For fiscal 2018, to improve retentive aspects of our long-term incentive awards, equity incentives were granted as follows:
Award Type
 
% of Total Equity Incentives
 
Description/Vesting Terms
PSUs
 
25%
 
Awards vest after three years and are divided into two tranches based on ROIC and TSR
RSUs
 
50%
 
Time-based stock awards vest in three annual installments
Stock Options
 
25%
 
Options have an exercise price equal to the fair market value of our stock on the grant date and vest in three annual installments

As discussed above under the heading “—Compensation Overview,” a significant portion of our NEOs’ total compensation is weighted toward variable compensation awards. The number of stock options, RSUs and PSUs granted to each of our NEOs in fiscal 2018 and the relative targeted values of those awards are set forth in the following table.

25

Table of Contents

Name
 
Number of Shares Subject to Stock Options
(#)
 
Target Option Award Value
($)(1)
 
Number of Restricted Shares
(#)
 
Target Restricted Stock Award Value
($)(1)
 
Number of PSUs
(#)(2)
 
Target PSU Value
($)(1)
 
Target Total Award Value ($)
 
Target Total Award Value as a Multiple of Base Salary
(#)
Todd Renehan
 
85,830

 
300,000

 
62,827

 
600,000

 
31,414

 
300,000

 
1,200,000
 
2.00
Kerry Shiba
 
40,233

 
140,625

 
29,450

 
281,250

 
14,725

 
140,625

 
562,500
 
1.25
Alex Murray
 
53,643

 
187,500

 
39,267

 
375,000

 
19,634

 
187,500

 
750,000
 
1.50
Declan Grant
 
17,434

 
60,938

 
12,762

 
121,875

 
6,381

 
60,938

 
243,751
 
0.75
————————————
(1)
The targeted value for these awards was determined based on our closing stock price on the grant date of $9.55 per share, and with an estimated value being used for the option awards based on 36.6% of that stock price. The estimated option values used for purposes of this table may not precisely match the amounts shown in the “Option Awards” column of our Summary Compensation Table for Fiscal 2018, which amounts are based on the accounting grant date fair value of the awards.
(2)
For each NEO, 75% of the PSUs awarded are based on the ROIC metric and 25% of the PSUs awarded are based on the TSR metric.
The PSUs were a component of our compensation program for fiscal 2018. Each PSU represents the right to receive one share (or an amount in cash equal to the fair market value of one share) of our common stock upon vesting. The PSUs will be earned and vest based on the Company’s achievement of specific performance goals over a performance period. For fiscal 2018 grants, PSUs may be earned at a level of up to 200% based on (a) ROIC (the “ROIC PSUs”) and (b) TSR as compared to the TSR of our peer group (the “TSR PSUs”). The TSR PSUs are measured over a three-year performance period from October 1, 2017 through September 30, 2020 and the ROIC PSUs are measured over the performance periods described below. The Compensation Committee believes that awards of PSUs will incentivize and closely connect our NEOs to long-term performance objectives.
For fiscal 2018 awards, the ROIC PSUs are further divided into three separate tranches, with each tranche representing a one-year performance period as follows:
1/3 of the ROIC PSUs will be earned based on ROIC performance for fiscal year 2018;

1/3 of the ROIC PSUs will be earned based on ROIC performance for fiscal year 2019; and

1/3 of the ROIC PSUs will be earned based on ROIC performance for fiscal year 2020.

We implemented this annualized approach to the ROIC PSUs for the first time in fiscal 2018. In prior years, the ROIC PSUs were measured based on a single performance period, which comprised the final year of the three-year performance period. We implemented the revised approach in fiscal 2018 to provide better line-of-sight for performance goals to our executives by measuring ROIC performance over shorter successive periods for which we believe we presently can reasonably and reliably forecast financial results. The ROIC goal for the first annual period was set at the beginning of fiscal 2018 and goals for the successive two annual periods will be set at the beginning of the year to which they relate.

For purposes of these awards, ROIC is defined as follows:
ROIC =
 
ROIC Adjusted Net Income
 
 
Book Value of Invested Capital
 
For this purpose:
“ROIC Adjusted Net Income” is defined as Adjusted Net Income, as reported in the Company’s earnings materials for the applicable fiscal year, plus Tax Adjusted Interest Expense.


26

Table of Contents

“Tax Adjusted Interest Expense” is defined as “interest and other, net,” as reported in the Company’s earnings materials for the applicable fiscal year, adjusted for the tax effect of that item, which adjustment will be calculated in a manner that is consistent with the “adjustments for tax effect” that are made to Adjusted Net Income.

“Invested Capital” is defined as: total assets minus cash and cash equivalents, accounts payable, accrued expenses and other current liabilities, income taxes payable, other liabilities, deferred income taxes, goodwill and intangible assets, net.

The “Book Value of Invested Capital” will be calculated as of the last day of the applicable fiscal year.

For the 2018 tranche of ROIC PSUs, the number of PSUs earned will be equal to the target number of PSUs in such tranche multiplied by the ROIC Vesting Percentage, which will be determined as follows:
ROIC
 
Tranche 1 Vesting Percentage
< 8.8%
 
0%
>= 8.8% and < 9.8%
 
50%-100% (1)
9.8%
 
100%
> 9.8% and < 10.8%
 
100%-200% (1)
>= 10.8%
 
200%
___________________
(1)     The ROIC Vesting Percentage will scale linearly relative to the level of ROIC achievement.
For purposes of the TSR PSUs, “TSR” means, as applicable, the Company’s or a member of the Peer Group’s total stockholder return for the performance period calculated based on the change in trading price of the applicable shares over such period (where the trading price for any date is calculated as the average of the closing price of the applicable shares of stock on the applicable securities exchange, where reasonably available, on such date and on the 20 preceding trading days) and assuming the reinvestment of all dividends and distributions paid on shares during such period. The “Peer Group” means the companies in our peer group for fiscal 2018, as listed above under the heading “—Compensation Overview—Use of Peer Group Data.”
The number of TSR PSUs earned will be equal to the target number awarded multiplied by the vesting percentage, which will be determined as follows:
TSR (1)
 
Vesting Percentage
< 25th Percentile
 
0%
>= 25th and < 50th Percentile
 
50%-100% (2)
50th Percentile
 
100%
> 50th and < 100th Percentile
 
100%-200% (2)
100th Percentile
 
200%
___________________
(1)    If the Company’s TSR is negative over the Performance Period, the vesting percentage
will not exceed 100%.
(2)     The vesting percentage will scale linearly relative to the level of TSR achievement.
For fiscal 2018, the NEOs’ option, RSU and/or PSU award agreements contain confidentiality and assignment of inventions provisions for our benefit and prohibit executives from soliciting our employees, customers or suppliers to terminate their employment or arrangements, as applicable, with us, and where permitted by law, competing with our business for a period of one year following the termination of the NEO’s employment. If the NEO breaches any of the foregoing covenants, the award will be immediately and automatically cancelled and forfeited for no consideration as of the date of the breach.

PSUs for Performance Period Ending September 30, 2018 Did Not Vest
In Fiscal 2016, Messrs. Renehan, Murray and Snow each received ROIC PSUs and TSR PSUs with performance being measured over a three-year period that ended as of the end of fiscal 2018. These awards were structured in a manner similar to the fiscal 2018 PSU awards, except that for the ROIC PSUs, performance was measured 100% based on the Company’s ROIC

27

Table of Contents

for the last year of the three-year performance period. The ROIC threshold, target and maximum performance levels were 16.3%, 17.3% and 18.3%, respectively. For the three-year performance period ended September 30, 2018, our performance fell below the threshold level for both the ROIC PSUs and the TSR PSUs and none of these awards were earned.

Wesco 2020 Awards
In connection with our Wesco 2020 initiative, as discussed above under the heading “Executive Summary—Wesco 2020 Initiative,” we granted PSUs and RSUs to our NEOs under our 2014 Plan.

The PSUs vest based on the “Annualized Run Rate Savings” realized in connection with Wesco 2020 and subject to each NEO’s continued employment with our Company through the end of the performance period. “Annualized Run Rate Savings” means the applicable “Quarterly Run Rate Savings” multiplied by four, and “Quarterly Run Rate Savings” means our actual cost savings realized in connection with initiatives related to Wesco 2020 for the fiscal quarter of determination, as determined by our Compensation Committee.

The Compensation Committee will determine the Quarterly Run Rate Savings for the fourth quarter of our Company’s fiscal year 2019 as soon as practicable after September 30, 2019. If, based on such determination, the Annualized Run Rate Savings does not exceed $15 million, then no portion of the award will vest and the award will terminate and be forfeited for no consideration. If, based on such determination, the Annualized Run Rate Savings exceeds $15 million, then the award will vest and be paid with a number of shares equal to the target number of PSUs subject to the award multiplied by the award percentage as set forth in the following table:
Annualized Run Rate Savings
Award Percentage (i.e., The Percentage of Target Number of PSUs Earned)
≤ $15 million
0%
$20 million
33.33%
$30 million
100%

The award percentage is interpolated linearly between each applicable level set forth in the table above. In addition, the PSUs provide an uncapped outperformance opportunity, such that, for each additional $5 million of Annualized Run Rate Savings in excess of $30 million, the Award Percentage is increased by an additional 33.33%, subject to linear interpolation. The total number of shares to be awarded is subject to final approval by the Compensation Committee, and the Compensation Committee will have discretion to adjust the final award percentage based on our overall performance.
In the event of a change in control during the performance period, the Compensation Committee will determine the Annualized Run Rate Savings based on the Quarterly Run Rate Savings for the last fiscal quarter ended prior to the consummation of such change-in-control transaction, and the award will vest immediately prior to the consummation of such change-in-control transaction at either (i) the award percentage applicable to such Annualized Run Rate Savings amount pursuant to the table above, or (ii) such greater level as the Compensation Committee may determine in its discretion.    

The grants of RSUs to our NEOs in connection with Wesco 2020 were intended as a special award designed to retain and reward our executives through the critical first phase of the initiative. In determining whether to grant these special time-vesting awards, our Compensation Committee took into account the low levels at which our annual and long-term incentive awards have been earned in recent years and that these outcomes generally have not been attributable to the performance of our current senior leadership team in their current roles. The Compensation Committee also considered that these recent award payout levels have caused actual pay for our executives to fall below competitive levels among our peer companies and that performance goals for our outstanding PSU awards scheduled to vest after the end of fiscal 2018 and 2019 were set at levels that are unlikely to be attained. The committee therefore believed that these awards were important to demonstrate our commitment to providing competitive pay levels to our executives, consistent with peer group standards and the executives’ individual and collective contributions to our organization. The RSU awards are scheduled to vest on December 31, 2018.
   
In connection with the Wesco 2020 initiative we granted Messrs. Renehan, Shiba, Murray and Grant the following PSUs and RSUs:

28

Table of Contents

Name
Number of RSUs (#)
Target RSU Value ($)
Number of PSUs (#)
Target PSU Value ($)
Todd Renehan
30,303
300,000
30,303
300,000
Kerry Shiba
22,727
225,000
22,727
225,000
Alex Murray
25,253
250,000
25,253
250,000
Declan Grant
16,742
165,750
16,742
165,750

Defined Contribution Plans

We have a Section 401(k) Savings/Retirement Plan, or the 401(k) Plan, to cover our eligible employees. The 401(k) Plan permits eligible employees to defer a portion of their annual compensation, subject to certain limitations imposed by the Internal Revenue Code. The employees’ elective deferrals are immediately vested and non-forfeitable upon contribution to the 401(k) Plan. After two full years of employment with us, plan participants vest in matching contributions made by us. Employees are eligible to participate in the 401(k) Plan the first day of the first calendar month following their date of hire. The 401(k) Plan is a safe harbor plan and is offered on a non-discriminatory basis to all of our employees, including NEOs, who meet the eligibility requirements. The Compensation Committee believes that matching and other contributions provided by us assist us in attracting and retaining talented employees and executives. The 401(k) Plan provides an opportunity for participants to save money for retirement on a tax-qualified basis and to achieve financial security, thereby promoting retention.

Employment and Severance Arrangements - Executive Severance Agreements

The Compensation Committee considers the maintenance of a sound management team to be essential to protecting and enhancing our best interests. To that end, we recognize that the uncertainty that may exist among management with respect to their “at-will” employment with us may result in the departure or distraction of management personnel to our detriment. Accordingly, the Compensation Committee determined that severance arrangements are appropriate to encourage the continued attention and dedication of these members of our management and to allow them to focus on the value to stockholders of strategic alternatives without concern for the impact on their continued employment.
We have entered into severance agreements with each NEO, which provide that, upon our termination of the NEO’s employment without cause or by the NEO for good reason (each a “Qualifying Termination”), the NEO will be entitled to, subject to the NEO signing and not revoking a general release of claims, (i) severance payments equal to one times annual base salary; (ii) a pro-rated bonus for the year of termination (based on actual Company performance for the fiscal year); (iii) if applicable, continued use of the Company-owned or leased automobile, and reimbursement of operating and maintenance expenses, for six months after the termination date; and (iv) monthly payments of an amount equal to the COBRA premium required to continue group medical, dental and vision coverage for 12 months after the termination date.
If a Qualifying Termination occurs within two years after a change in control of the Company, the severance agreements provide that the NEO will be entitled to, in lieu of the amounts above, (i) severance payments equal to two times the sum of annual base salary plus target annual bonus amount; (ii) if applicable, continued use of the Company-owned or leased automobile, and reimbursement of operating and maintenance expenses, for six months after the termination date; and (iii) monthly payments of an amount equal to the COBRA premium required to continue group medical, dental and vision coverage for 24 months after the termination date. In addition, if a Qualifying Termination occurs within two years after a change in control of the Company, the severance agreements provide that all unvested equity or equity-based awards will fully vest, provided that any such awards that are subject to performance-based vesting conditions will only be payable subject to the attainment of the performance measures for the applicable performance period as provided under the terms of the applicable award agreement.
The foregoing amounts are in addition to the payment of all earned but unpaid base salary through the termination date and other vested benefits to which the NEO is entitled under the Company’s benefit plans and arrangements.
The severance agreements contain non-disparagement and assignment of inventions provisions for our benefit and prohibit executives from soliciting our employees for a period of two years following the termination of the NEO’s employment.
The severance agreements have an initial term of three years, subject to automatic extension for successive one-year periods thereafter unless the Company delivers notice of non-renewal to the NEO at least 90 days before the end of the then-current term. If a change in control occurs, the term is automatically extended until the two-year anniversary of the change in

29

Table of Contents

control date. In addition, if a Qualifying Termination occurs, the term is automatically extended as necessary to allow each party’s rights and obligations under the severance agreement to be fully satisfied.
“Cause” is defined in each NEO’s severance agreement to mean the NEO’s (i) material failure to comply with a lawful and reasonable directive of the Board or the NEO’s direct supervisor, (ii) willful misconduct, gross negligence or breach of a fiduciary duty that results in material harm to us or our affiliates, (iii) conviction, plea of no contest or imposition of unadjudicated probation for any felony or crime involving moral turpitude, (iv) unlawful use or possession of illegal drugs on our (or our affiliate’s) premises or while performing his duties or responsibilities to us or (v) commission of an act of fraud, embezzlement or misappropriation against us or our affiliates. “Good reason” is defined in each NEO’s severance agreement to mean (a) a material reduction in duties or responsibilities (other than following a change in control where the NEO remains in a substantially equivalent position), (b) a material reduction in base salary or annual target bonus opportunity, (c) a material change in geographic location at which the NEO must perform his duties (excluding a relocation of the NEO’s principal place of employment within a 50-mile radius) or (d) the failure of the Company following an acquisition of all or substantially all of our assets or our business (whether by purchase, merger or otherwise) to obtain an agreement from any successor to assume and agree to perform the severance agreement.

Other Elements of Compensation and Perquisites

Our NEOs are eligible under the same plans as all other employees for medical, dental, vision and short-term disability insurance. In addition, we provide our NEOs with the personal use of Company automobiles and in certain instances dues related to country club memberships, which our NEOs use for both personal and professional purposes. We provide these benefits due to their relatively low cost and the high value they provide in attracting and retaining talented executives.

Policies and Other Considerations

Stock Ownership Policy

We believe that direct ownership in our Company provides our NEOs with a strong incentive to increase the value of our Company. Historically, our NEOs have held significant ownership positions in our Company and we have adopted formal stock ownership requirements to ensure continued meaningful equity ownership by our executives. Under the policy, our Chief Executive Officer and all other executive officers must hold 50% of the net settled shares received from the vesting, delivery or exercise of equity awards granted under the Company’s equity award plans until such time as they meet their applicable stock ownership threshold. The stock ownership threshold for our Chief Executive Officer is five times his annual base salary. The stock ownership threshold for all others covered by the policy is three times their annual base salary. The stock ownership policy also applies to our directors who receive compensation for their service as a director. The stock ownership threshold for such directors is three times their annual retainer, and such directors must also hold 50% of net settled shares until they reach their stock ownership threshold.

Clawback Policy

In November 2018, we adopted the Wesco Aircraft Holdings, Inc. Clawback Policy (the “Clawback Policy”). Our Clawback Policy applies to bonuses and/or equity-based awards granted to individuals who participate in our MIP or equity incentive programs. In the event of a restatement of our financial statements to correct a material error or inaccuracy that the Board, or one of its committees, determines resulted in whole or in part from the fraud or intentional misconduct of a participant, the Board, or an applicable committee thereof, will review all bonuses and equity-based awards paid or vested with respect to a participant on the basis of having met or exceeded performance goal(s) for performance periods beginning after fiscal year 2018. If it is determined that a lesser bonus or award would have been paid or vested with based upon the restated financial results, the Board, or an applicable committee thereof, may seek to recover or cause to be forfeited for the benefit of our Company the amount by which the participant’s bonus or award for the restated period exceeded such lesser bonus or award, plus a reasonable rate of interest. In addition, the Board or its applicable committee may cause the cancellation of the participant’s outstanding bonus or equity-based award opportunities and recovery of any additional amounts relating to prior bonuses or equity-based awards paid or vested with respect to the participant under our MIP or applicable equity incentive programs.


30

Table of Contents

Summary Compensation Table for Fiscal 2018

The following table sets forth certain information with respect to the compensation paid to our NEOs for the fiscal years ended September 30, 2018, 2017 and 2016.
Name and Principal Position(1)
 
Year
 
Salary
($)
 
Non-Equity Incentive Plan Compensation
($)
 
Option Awards
($)(2)
 
Stock Awards
($)(2)
 
Bonus
($)
 
All Other Compensation
($)
 
Total ($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Todd Renehan
 
2018
 
600,000

 
588,000

 
299,547

 
1,247,616

 

 
24,705

(3)
 
2,759,868

 
Chief Executive Officer
 
2017
 
457,748

 

 
82,265

 
1,219,742

 
175,494

 
23,132

 
 
1,958,381

 
 
 
2016
 
357,774

 

 
145,653

 
298,953

 
 
 
22,643

 
 
825,023

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kerry Shiba
 
2018
 
450,000

 
330,750

 
140,413

 
757,699

 

 
24,428

(4)
 
1,703,290

 
Executive Vice President and Chief Financial Officer
 
2017
 
17,308

 

 

 
249,997

 

 

 
 
267,305

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Alex Murray
 
2018
 
500,000

 
348,750

 
187,214

 
915,333

 

 
34,426

(5)
 
1,985,723

 
President and
 
2017
 
419,286

 

 
82,265

 
1,219,742

 
133,862

 
28,469

 
 
1,883,624

 
Chief Operating Officer
 
2016
 
356,395

 

 
145,653

 
298,953

 

 
31,494

 
 
832,495

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Declan Grant
 
2018
 
329,750

 
162,435

 
60,845

 
457,942

 

 
36,624

(6)
 
1,047,596

 
Executive Vice President and Chief Commercial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dan Snow
 
2018
 
7,067

 


 


 


 


 
507,736

(7)
 
514,803

 
Former Executive Vice President and Chief Supply Chain Officer
 
2017
 
362,789

 

 
81,050

 
198,890

 
36,750

 
15,911

 
 
695,390

 
 
 
2016
 
330,490

 

 
124,843

 
256,248

 

 
39,313

 
 
750,894

————————————
(1)
The above reflects our NEOs’ principal positions as of September 30, 2018. On October 6, 2017, Mr. Snow retired as the Company’s Executive Vice President and Chief Supply Chain Officer.
(2)
Amounts reported for 2018 represent the fair value of stock options and PSU awards considered to be granted in 2018, as determined in accordance with the requirement of FASB Topic 718, excluding the effect of estimated forfeitures. For 2018, the amounts shown include the TSR PSU awards and only one-third of the ROIC PSU awards approved by the Compensation Committee in 2018, representing, with respect to the ROIC PSUs, the portion related to 2018 performance and with respect to which the performance goals were established in 2018. The amount does not include the portion of the 2018 ROIC PSU grant that is scheduled to vest based on 2019 and 2020 performance goals that had not been established as of September 30, 2018. For the PSU awards considered to be granted in 2018 that are eligible to vest based on the attainment of performance conditions, the amount shown is based on the probable outcome (which reflects 100% vesting of the awards at the target level). If such awards are assumed to be earned at the maximum levels, the amounts that would be reflected in the table above would be: Mr. Renehan: $1,332,728; Mr. Shiba: $784,939; Mr. Murray: $951,652; and Mr. Grant: $469,745. For additional information about the PSUs, please see “Long-Term Equity Incentive AwardsAnnual Long-Term Incentive Awards.” We provide information regarding the assumptions used to calculate the value of all stock awards and option awards made to our NEOs in Note 16 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2018.
(3)
Includes $15,605 for use of a Company automobile and $9,100 for 401(k) matching contribution. The cost for personal use of a Company automobile includes costs associated with the lease, gas, insurance and maintenance of such automobile.

31

Table of Contents

(4)
Includes $14,721 for an automobile allowance, $6,572 for 401(k) matching contribution and $3,135 for reimbursement of certain relocation expenses. The cost for the automobile allowance includes reimbursement of fuel costs.
(5)
Includes $25,326 for use of a Company automobile and $9,100 for 401(k) matching contribution. The cost for personal use of a Company automobile includes costs associated with the lease, gas, insurance and maintenance of such automobile.
(6)
Includes $20,285 for use of a Company automobile, $9,964 for 401(k) matching contribution and $6,375 for the payout of accrued but unused vacation time. The cost for personal use of a Company automobile includes costs associated with the lease, gas, insurance and maintenance of such automobile.
(7)
The amount shown includes $367,500 in severance payments, $15,066 in COBRA premium payments and reimbursements, $12,000 for an automobile allowance, $614 for fuel reimbursements and $72,216 for reimbursement of certain relocation expenses that were each paid to Mr. Snow during fiscal 2018 pursuant to the Separation Agreement he entered into with the Company on September 15, 2017. Mr. Snow also received $40,340 upon retirement for accrued but unused vacation time.


32

Table of Contents

Grants of Plan-Based Awards for Fiscal 2018
 
 
 
 
Estimated Possible
Payouts Under
Non-Equity
Incentive Plan
Awards (1)
 
Estimated Future Payout
Under Equity Incentive
Plan Awards (2)
 
All Other Stock Awards:
Number of
Share of Stock
(#)
 
All Other Option Awards:
Number of Securities Underlying Options
(#)
 
Exercise or
Base Price
of Option
Awards
($/Sh)
 
Grant Date
Fair Value of
Stock and
Option
Awards
($)(3)
Name
 
Grant
Date
Target ($)
 
Maximum
($)
 
Threshold (#)
 
Target (#)
 
Maximum
(#)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Todd Renehan
 
 
 
600,000

 
1,200,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10/02/17
 

 

 
15,707
 
31,414
 
62,828
(4)

 

 

 
104,922

 
 
10/02/17
 

 

 
 
 
 
62,827

(5)

 

 
600,000

 
 
10/02/17
 

 

 
 
 
 

 
85,830

 
9.55

 
299,547

 
 
05/01/18
 

 

 
10,091
 
30,303
(6)
 

 

 

 
284,848

 
 
05/01/18
 

 

 
 
 
 
30,303

(7)

 

 
284,848

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kerry Shiba
 
 
 
337,500

 
675,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10/02/17
 

 

 
7,363
 
14,725
 
29,450
(4)

 

 

 
49,184

 
 
10/02/17
 

 

 
 
 
 
29,450

(5)

 

 
281,248

 
 
10/02/17
 

 

 
 
 
 

 
40,233

 
9.55

 
140,413

 
 
05/01/18
 

 

 
7,568
 
22,727
(6)
 

 

 

 
213,634

 
 
05/01/18
 

 

 
 
 
 
22,727

(7)

 

 
213,634

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Alex Murray
 
 
 
375,000

 
750,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10/02/17
 

 

 
9,817
 
19,634
 
39,268
(4)

 

 

 
65,577

 
 
10/02/17
 

 

 
 
 
 
39,267

(5)

 

 
375,000

 
 
10/02/17
 

 

 
 
 
 

 
53,643

 
9.55

 
187,214

 
 
05/01/18
 

 

 
8,409
 
25,253
(6)
 

 

 

 
237,378

 
 
05/01/18
 

 

 
 
 
 
25,253

(7)

 
 
 
237,378

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Declan Grant
 
 
 
165,750

 
331,500

 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
10/02/17
 

 

 
3,191
 
6,381
 
12,762
(4)

 
 

 
21,315

 
 
10/02/17
 

 

 
 
 
 
12,762

(5)
 

 
121,877

 
 
10/02/17
 

 

 
 
 
 

 
17,434

 
9.55

 
60,845

 
 
05/01/18
 

 

 
11,150
 
16,742
(6)
 

 

 

 
157,375

 
 
05/01/18
 

 

 
 
 
 
16,742

(7)

 

 
157,375

————————————
(1)
Amounts shown reflect the possible performance bonus payment amounts to our NEOs for fiscal 2018. The amounts actually paid to each NEO for fiscal 2018 are set forth under “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for Fiscal 2018 above.
(2)
Amounts shown represent PSUs granted to each of our NEOs. For additional information about the PSUs, please see “Long-Term Equity Incentive AwardsAnnual Long-Term Incentive Awards.”
(3)
Amount shown represents the fair value on the date of grant calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. With respect to the PSUs granted to each of our NEOs, the amount shown is based on the probable outcome with respect to performance.
(4)     Represents the annual PSU awards granted under the 2014 Plan for fiscal 2018.

(5)    Represents the annual RSU awards granted under the 2014 Plan for fiscal 2018.

(6)     Represents the Wesco 2020 PSU awards granted in connection with the Wesco 2020 initiative.

(7)     Represents the Wesco 2020 RSU awards granted in connection with the Wesco 2020 initiative.

33

Table of Contents

Outstanding Equity Awards at Fiscal Year End

The following table provides information regarding the stock options, restricted stock and PSUs held by our NEOs as of September 30, 2018.
 
 
Option Awards
 
Stock Awards
Name
 
Number of Securities Underlying Unexercised Options—Exercisable
(#)
 
Number of Securities Underlying Unexercised Options—Unexercisable
(#)
 
Option Exercise Price
($)
 
Option Expiration Date
 
Number of Shares or Units of Stock That Have Not Vested
(#)
 
Market Value of Shares or Units of Stock That Have Not Vested
($)(1)
 
Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
 
Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(1)
Todd Renehan
 

 

 

 

 
30,303

(2)
 
340,909

 

 
 

 
 

 

 
 

 

 

 

 
30,303

(3)
340,909

 
 

 

 
 

 

 
15,882

(4)
 
178,673

 

 

 
 

 

 
 

 

 
41,885

(5)
 
471,206

 

 

 
 

 

 
 

 

 

 
 

 
15,707

(6)
 
176,704

 
 

 

 

 

 

 
 

 
105,820

(7)
 
1,190,475

 
 

 

 

 

 
3,765

(4)
 
42,356

 

 
 

 
 

 

 
 

 

 

 
 

 
5,481

(8)
 
61,661

 
 

 

 
 

 

 

 
 

 
5,986

(9)
 
67,337

 
 
28,610

 
57,220

(10)
9.55

 
10/2/2027

 

 
 

 

 
 

 
 
22,838

 
11,418

(11)
13.5

 
10/2/2026

 

 
 

 

 
 

 
 
33,254

 

 
 
12.06

 
10/1/2025

 

 
 

 

 
 

 
 
39,300

 

 
 
16.76

 
10/1/2024

 

 
 

 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kerry Shiba
 

 

 
 

 

 
22,727

(2)
 
255,679

 

 
 

 
 

 

 
 

 

 

 
 

 
22,727

(3)
 
255,679

 
 

 

 
 

 

 
19,634

(12)
220,883

 

 
 

 
 

 

 
 

 

 

 
 

 
7,363

(6)
 
82,828

 
 

 

 
 

 

 

 

 
27,624

(13)
310,770

 
 
13,411

 
26,822

(10)
9.55

 
10/2/2027

 

 
 

 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Alex Murray
 

 

 
 

 

 
25,253

(2)
 
284,096

 
 
 
 

 
 

 

 
 

 

 

 
 

 
25,253

(3)
 
284,096

 
 

 

 
 

 

 
11,912

(4)
 
134,010

 

 
 

 
 

 

 
 

 

 
26,178

(14)
294,503

 

 
 

 
 

 

 
 

 

 

 
 

 
9,817

(6)
 
110,441

 
 

 

 

 

 

 
 

 
105,820

(7)
 
1,190,475

 
 

 

 

 

 
3,765

 (4)
42,356

 

 
 

 
 

 

 
 

 

 

 
 

 
5,481

(8)
61,661

 
 

 

 
 

 

 

 
 

 
5,986

(9)
 
67,337

 
 
17,881

 
35,762

(10)
9.55

 
10/2/2027

 

 
 

 

 
 

 
 
22,838

 
11,418

(11)
13.50

 
10/3/2026

 

 
 

 

 
 

 
 
33,254

 

 
 
12.06

 
10/1/2025

 

 
 

 

 
 

 
 
39,300

 

 
 
16.76

 
10/1/2024

 

 
 

 

 
 

 
 
27,500

 

 
 
20.87

 
10/1/2023

 

 

 

 
 

 
 
45,900

 

 
 
13.49

 
10/24/2022

 

 

 

 
 

 
 
15,300

 

 
 
15.00

 
7/27/2021

 

 
 

 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

34

Table of Contents

Declan Grant
 

 

 
 

 

 
16,742

(2)
 
188,348

 

 
 

 
 

 

 
 

 

 

 
 

 
16,742

(3)
 
188,348

 
 

 

 
 

 

 
5,882

(4)
 
66,173

 

 
 

 
 

 

 
 

 

 
8,508

(15)
95,715

 

 
 

 
 

 

 
 

 

 

 
 

 
3,191

(6)
 
35,893

 
 

 

 
 

 

 
17,396

(16)
195,705

 

 
 

 
 

 

 
 

 

 

 
 

 
1,797

(8)
 
20,216

 
 

 

 
 

 

 

 
 

 
1,944

(9)
 
21,864

 
 
5,811

 
11,623

(17)
9.55

 
10/2/2027

 
 
 
 
 
 
 
 
 
 
 
7,487

 
3,743

(11)
13.5

 
10/3/2026

 

 

 

 

 
 
10,797

 

 
 
12.06

 
10/1/2025

 

 
 

 

 

 
 
16,800

 

 
 
16.76

 
10/1/2024

 

 
 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dan Snow (18)
 
11,140

 

 
13.5

 
10/06/18

 

 
 

 

 
 

 
 
19,002

 

 
12.06

 
10/06/18