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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant ☑
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
HEICO CORPORATION
(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):
No fee required.
 
 
Fee paid previously with preliminary materials.
 
 
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
 
 
 


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Notice of
Annual Meeting of Shareholders
To Be Held March 15, 2024
Hotel AKA Brickell, 1395 Brickell Avenue
Miami, FL 33131
ITEMS OF BUSINESS
The Annual Meeting of Shareholders of HEICO Corporation (the “Annual Meeting”), a Florida corporation, will be held on Friday, March 15, 2024 at 10:00 a.m., Eastern Daylight Time, at the Hotel AKA Brickell, 1395 Brickell Avenue, Miami, Florida 33131, for the following purposes:
To elect a Board of Directors for the ensuing year;
To hold an advisory vote on executive compensation;
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2024; and
To transact such other business as may properly come before the meeting or any adjournments thereof.
Only holders of record of HEICO Corporation Common Stock and Class A Common Stock as of the close of business on January 19, 2024 will be entitled to vote at the Annual Meeting.
You are requested, regardless of the number of shares owned, to sign and date the enclosed proxy and to mail it promptly, or to use the telephone or Internet voting systems set forth in the proxy or the Notice of Internet Availability of Proxy Materials. You may revoke your proxy at any time prior to its use by a revocation in writing to the Corporate Secretary at the Company’s principal executive offices at 3000 Taft Street, Hollywood, Florida 33021 or a later dated proxy that is received in sufficient time by HEICO prior to the Annual Meeting and, if you attend the Annual Meeting, you may vote your shares in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ LAURANS A. MENDELSON
Laurans A. Mendelson
Chairman of the Board and
Chief Executive Officer
February 2, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 15, 2024
The accompanying Proxy Statement and the 2023 Annual Report on Form 10-K are available at:
https://www.heico.com
YOUR VOTE IS IMPORTANT

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PROXY SUMMARY
This Proxy Statement is furnished to the shareholders of HEICO Corporation (collectively, “HEICO,” “we,” “us,” “our” or the “Company”) in connection with the solicitation of proxies by HEICO’s Board of Directors (the “Board”) for use at the Annual Meeting of Shareholders of HEICO (the “Annual Meeting”).
Annual Meeting of Stockholders
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When:
March 15, 2024
10:00 A.M. Eastern Daylight Time 
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Where:
Hotel AKA Brickell
1395 Brickell Ave, Miami, FL 33131
www.stayaka.com  
Internet Availability of Proxy Materials and Annual Report on Form 10-K
This Proxy Statement and our 2023 Annual Report on Form 10-K are also available on our website at www.heico.com under the heading “Investors.” Our website does not constitute a part of the Proxy Statement.
Voting Matters
 
 
For more
information
Board’s
recommendation
We will also transact any other business that may properly come before the meeting or any adjournments thereof.
In accordance with the rules of the Securities and Exchange Commission, we are furnishing our proxy materials, including this proxy statement and our 2023 Annual Report on Form 10-K, to our shareholders primarily via the Internet. On February 2, 2024, we began mailing to most of our shareholders a Notice of Internet Availability of Proxy Materials that contains instructions on how to access our proxy materials on the Internet. For shareholders who have requested physical copies, this Proxy Statement, form of proxy and Annual Report on Form 10-K are first being mailed to shareholders on or about February 7, 2024.
Only holders of record of HEICO Common Stock, $0.01 par value per share (“Common Stock”), and Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), as of the close of business on January 19, 2024 (the “Record Date”) will be entitled to vote at the Annual Meeting. On that date, there were outstanding 54,764,476 shares of Common Stock, each entitled to one vote, and 83,542,292 shares of Class A Common Stock, each entitled to 1/10th vote per share.
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Like fiscal 2022, HEICO experienced another substantial growth year—a year when the Company achieved record revenue, operating income and EBITDA (as defined on page A-1 in Annex A) while successfully completing our two largest-ever acquisitions and continuing our product offering expansion.
Once again, we ended the year with a particularly strong fiscal 4th quarter, which saw our net sales rise by 54% to a record $936.4 million, up from $609.6 million in the 4th quarter of fiscal 2022. This sales growth rate was more than double fiscal 2022’s already strong 4th quarter 20% sales growth. Meanwhile, the Company’s 4th quarter fiscal 2023 operating income increased 29% to a record $189.4 million, versus an already strong $146.5 million in fiscal 2022’s 4th quarter.
For all of fiscal 2023, HEICO’s net sales increased 34% to a record $2.968 billion, up from $2.208 billion in fiscal 2022, while operating income increased 26% to a record $625.3 million, up from $496.8 million in all of fiscal 2022. Net income attributable to HEICO increased 15% to a record $403.6 million, or $2.91 cents per diluted share in fiscal 2023, up from $351.7 million, or $2.55 per diluted share, in fiscal 2022.
The Company’s fiscal 2023 EBITDA increased 28% to a record $758.3 million, up from $593.7 million in fiscal 2022.
Notably, our commercial aviation businesses continued to report very strong sales and earnings as we witnessed the combined power of commercial air travel growth, new product development, market penetration and acquisitions.
While Defense was more challenging in fiscal 2023 because production rates on numerous programs served by HEICO subsidiaries were lower (something we anticipated would happen), our Defense businesses remained very healthy overall and we continue to anticipate growing defense revenues in the years ahead. Our space businesses also reported solid results, while our non-aerospace and defense markets continued to work off their elevated backlogs and achieve record sales until the year’s second half.
HEICO made three strategic acquisitions in fiscal 2023. First, in January 2023 we completed the planned Exxelia purchase for approximately $504.0 million. Then, in March 2023, we effectively acquired the balance of Honeywell Aerospace’s Emergency Locator Transmitter (ELT) product line through a licensing transaction with Honeywell. And, in May 2023, we announced the Wencor acquisition, which was completed in August 2023 for approximately $2.05 billion, marking HEICO’s largest-ever acquisition (prior to that, Exxelia was our largest acquisition). We are very pleased with these acquisitions and remain excited about their potential growth.
Wencor is an excellent fit with HEICO’s Flight Support Group, as it is a commercial and military aircraft aftermarket company offering factory-new, FAA-approved aircraft replacement parts, value-added distribution of high use commercial & military aftermarket parts and aircraft & engine accessory component repair and overhaul services. Its parts and repairs are found in hydraulic, pneumatic, electronic and electromechanical, cockpit and galley systems throughout numerous aircraft models and provide our customers with significant cost savings.
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In July 2023, the Company successfully sold $1.2 billion of investment grade-rated Senior Notes at what we consider favorable interest rates. Proceeds from this offering helped to fund the Wencor acquisition, among other purposes. Further, HEICO increased its revolving credit facility to $2.0 billion from $1.5 billion in order to increase the Company’s financial flexibility.
HEICO’s entrepreneurial businesses continued innovating last year with the introduction of over 5,000 new products and services across the entire company. These products and services are found on a multitude of aircraft, defense equipment, medical equipment, spacecraft and other systems produced at over 100 facilities in 15 countries around the globe.
The Company’s unique culture which empowers our people to make decisions on a decentralized basis is the powerful tool enabling our growth and success. This culture emphasizes our incredibly talented Team Members and places our customers in a supreme position. The HEICO culture is further detailed in the pages that follow and it adheres strictly to the idea of hiring, retaining and promoting the most talented people based upon their abilities, effort and success, while celebrating the incredible diversity HEICO enjoys resulting from our culture.
HEICO paid its 89th and 90th consecutive semi-annual cash dividends since 1979. Each of these $.10 per share cash dividends are also received by nearly every US-based HEICO Team Member through their HEICO share ownership in their 401K accounts. It’s an important part of our culture.
In fiscal 2024, we expect strong growth in our commercial aviation sales, some improvement in our defense sales 
and softer sales in other markets due to customers needing to consume inventory and balance their own production schedules. However, we currently expect improvement in those other markets as the year progresses.
Also in 2024 and beyond, we intend to use our strong cash flow for debt-reduction, new acquisitions, capital expenses and other growth needs. HEICO continues to seek excellent acquisitions to enhance the Company’s growth and capabilities.
As we write you today, we are as excited about HEICO’s future as we have been at any point in time. We believe that our thoughtfully planned balance of revenues in commercial aviation, defense, space and other markets are yielding excellent results. While we are not afraid to undertake sensible risks, we eschew fads in favor of sound business and investing principles which have served our shareholders well for decades.
Once again, we are indebted to our Team Members for all of the boundless energy they devote to HEICO’s success and we know how fortunate we are to have this HEICO family. Of course, we thank our customers and suppliers for their confidence and support, along with thanking our Board of Directors for their continued wise counsel and collaboration in building HEICO.
Sincerely,
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Laurans A. Mendelson
Chairman and Chief Executive Officer
Eric A. Mendelson
Co-President
Victor H. Mendelson
Co-President
Certain statements in this management’s message constitute forward-looking statements, which are subject to risks, uncertainties and contingencies. HEICO’s actual results may differ materially from those expressed in or implied by those forward-looking statements as a result of factors listed under the heading “Risk Factors” in HEICO’s filings with the Securities and Exchange Commission as may be updated and amended from time to time. Parties receiving these materials are encouraged to review all of HEICO’s filings with the Securities and Exchange Commission, including, but not limited to, filings on Form 10-K, Form 10-Q and Form 8-K. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
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OUTSTANDING RESULTS HISTORY
We believe HEICO’s Culture discussed in the opening letter to our fellow shareholders is responsible for HEICO’s extraordinary sales, income and shareholder performance over more than thirty years. The following graphs display that performance and the Shareholder graphs include a comparison to the New York Composite Index, the Dow Jones U.S. Aerospace Index and a group of peer stocks enumerated on page 25. We believe these factors help validate the Board’s policies discussed herein.
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The following graph compares the Total Shareholder Return on $100 invested in HEICO Common Stock since October 31, 1990 with the Total Shareholder Return on $100 invested in the NYSE Composite Index and the Dow Jones U.S. Aerospace Index. October 31, 1990 was the end of the first fiscal year following the date the current executive management team assumed leadership of the Company. No Class A Common Stock was outstanding as of October 31, 1990. The NYSE Composite Index measures the performance of all common stocks listed on the NYSE. The Dow Jones U.S. Aerospace Index is comprised of large companies which make aircraft and defense equipment and systems, as well as providers of satellites and spacecraft used for both commercial and defense purposes. The total returns include the reinvestment of cash dividends.
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2024 PROXY STATEMENT

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The following graph compares the Total Shareholder Return on $100 invested in HEICO Common Stock and HEICO Class A Common Stock with the Total Shareholder Return on $100 invested in an Aerospace Company Peer Group for the three-year period from October 31, 2020 through October 31, 2023. The Aerospace Company Peer Group is comprised of thirteen companies used in preparing the Company's fiscal 2023 compensation benchmark analysis. Please note one company, Aerojet Rocketdyne Holdings, Inc., was omitted from the table below as they were not a listed company for the full three-year duration presented. See within the “Determining Compensation Levels” section on page 25 for a list of the company names. The total returns include the reinvestment of cash dividends. The total returns include the reinvestment of cash dividends.
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The following graph compares the Total Shareholder Return on $100 invested in HEICO Common Stock and HEICO Class A Common Stock with the Total Shareholder Return on $100 invested in the NYSE Composite Index and the Dow Jones U.S. Aerospace Index for the three-year period from October 31, 2020 through October 31, 2023. The NYSE Composite Index measures the performance of all common stocks listed on the NYSE. The Dow Jones U.S. Aerospace Index is comprised of large companies which make aircraft and defense equipment and systems, as well as providers of satellites and spacecraft used for both commercial and defense purposes. The total returns include the reinvestment of cash dividends.
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VOTING SECURITIES OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of HEICO Common Stock and Class A Common Stock by (i) each person who is known to us to be the beneficial owner of more than 5% of the outstanding Common Stock or Class A Common Stock; (ii) the Chief Executive Officer, the Chief Financial Officer and the other three most highly compensated executive officers; (iii) each of the members of the Board of Directors; and (iv) all directors and executive officers of the Company as a group. Information regarding our executive officers and directors is as of January 19, 2024 and information regarding certain other 5% shareholders is as of the date indicated in the corresponding footnote. Except as set forth below, the shareholders named below have sole voting and investment power with respect to all shares of Common Stock and Class A Common Stock shown as being beneficially owned by them. Information has been adjusted as necessary for all stock dividends and stock splits.
 
Shares Beneficially Owned(2)
 
Common Stock
Class A Common Stock
Name and Address of Beneficial Owner(1)
Number
Percent
Number
Percent
(a) Certain beneficial owners:
Mendelson Reporting Group(3)
9,228,434
16.54%
​1,091,252
​1.31%
Dr. Herbert A. Wertheim(4)
4,110,265
7.51%
6,524,492
​7.81%
Blackrock, Inc.(5)
4,994,785
9.12%
​5,314,429
​6.36%
The Vanguard Group, Inc.(6)
3,408,048
6.22%
​7,824,195
​9.37%
​Principal Global Investors, LLC(7)
​7,326,981
​8.77%
​FMR LLC(8)
​5,382,644
​6.44%
Capital World Investors(9)
3,422,555
6.25%
(b) Directors:
Thomas M. Culligan(10)
4,744
*
11,577
*
Carol F. Fine(11)
2,245
*
Adolfo Henriques(12)
4,807
*
30,519
*
Mark H. Hildebrandt(13)
4,744
*
54,521
*
Eric A. Mendelson(14)
2,608,237
4.72%
571,880
*
Laurans A. Mendelson(15)
4,087,584
7.45%
212,822
*
Victor H. Mendelson(16)
2,532,613
4.58%
689,430
*
Julie Neitzel(17)
5,110
*
11,371
*
Dr. Alan Schriesheim(18)
259,192
*
17,359
*
Frank J. Schwitter(19)
1,655
*
243
*
(c) Executive officers listed in Summary Compensation Table who are not directors:
Carlos L. Macau, Jr.(20)
1,928
*
368,924
*
Steven M. Walker(21)
7,892
*
60,960
*
All directors and executive officers as a group (13 persons)(22)
9,559,844
​17.10%
​1,647,561
​1.96%
All directors, executive officers, the HEICO Savings and Investment Plan and the Mendelson Reporting Group as a group(23)
​10,785,200
​19.30%
​2,803,577
3.34%
*
Represents ownership of less than 1%.
(1)
Unless otherwise indicated, the address of each beneficial owner identified is c/o HEICO Corporation, 3000 Taft Street, Hollywood, Florida 33021.
(2)
The number of shares of Common Stock and Class A Common Stock deemed outstanding as of January 19, 2024 includes (i) 54,764,476 shares of Common Stock; (ii) 83,542,292 shares of Class A Common Stock; and (iii) shares issuable upon exercise of stock options held by the respective person or group which are presently exercisable or which may be exercised within 60 days after January 19, 2024 as set forth below. Pursuant to the rules of the
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Securities and Exchange Commission, presently exercisable stock options and stock options that become exercisable within 60 days are deemed to be outstanding and beneficially owned by the person or group for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.
(3)
The Mendelson Reporting Group consists of Laurans A. Mendelson; Eric A. Mendelson; Victor H. Mendelson; LAM Limited Partners, a partnership whose sole general partner is a corporation controlled by Arlene H. Mendelson, the wife of Laurans A. Mendelson; LAM Alpha Limited Partners, a partnership whose sole general partner is a corporation controlled by Laurans A. Mendelson; trusts for the benefit of Victor H. Mendelson’s immediate family members and whose Trustee is Victor H. Mendelson; trusts for the benefit of Eric A. Mendelson’s immediate family members and whose Trustee is Eric A. Mendelson; EAM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by Eric A. Mendelson; Mendelson International Corporation, a corporation whose stock is owned solely by Eric A. and Victor H. Mendelson and whose Chairman of the Board is Laurans A. Mendelson; VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by Victor H. Mendelson; the Laurans A. and Arlene H. Mendelson Charitable Foundation, Inc., of which Laurans A. Mendelson is President; The Victor H. Mendelson Revocable Investment Trust, whose grantor, sole presently vested beneficiary and trustee is Victor H. Mendelson; individual Keogh accounts for both Eric A. and Victor H. Mendelson; and shares of both Common Stock and Class A Common Stock owned by the children of both Eric A. and Victor H. Mendelson. Includes 1,030,938 shares of Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 19, 2024, 206,733 shares of Common Stock and 196,919 shares of Class A Common Stock held by the HEICO Savings and Investment Plan, 9,648 shares of Common Stock and 9,366 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan. See Notes (14), (15) and (16) below. The address of the Mendelson Reporting Group is 825 Brickell Bay Drive, 16th Floor, Miami, Florida 33131.
(4)
Based on information in a Schedule 13 D/A filed on January 31, 2020, all shares are beneficially owned by Dr. Herbert A. Wertheim and on behalf of the following entities, all of which have shared voting power and shared dispositive power over the shares listed: Dr. Herbert A. Wertheim Trust (3,984,876 shares of Common Stock and 928,593 shares of Class A Common Stock); Dr. Herbert and Nicole Wertheim Family Foundation, Inc. (90,595 shares of Common Stock and 644,057 shares of Class A Common Stock); Nicole Wertheim, Dr. Herbert A. Wertheim’s wife (114,231 shares of Class A Common Stock); Brookhill Consultants Limited, a Bahamas corporation (9,533 shares of Common Stock and 3,814,696 shares of Class A Common Stock); Brookhill Trust (969,618 shares of Class A Common Stock); Erica Wertheim Zohar Living Trust (15,733 shares of Common Stock and 32,371 shares of Class A Common Stock); The Wertheim Irrevocable Trust #1 (20,926 shares of Class A Common Stock); and the Alexa Ava Zohar Living Trust, the Elan Wertheim Zohar Living Trust, the Ethan Brumer Living Trust, and the Julia Sophie Brumer Living Trust (each with 2,382 shares of Common Stock). The address of Dr. Wertheim is 4470 SW 74th Avenue, Miami, Florida 33155.
(5)
Based on information in Schedules 13G/A filed on January 24, 2024 and January 29, 2024, all shares are beneficially owned by BlackRock, Inc., a parent holding company, and on behalf of its wholly owned subsidiaries (i) BlackRock Life Limited; (ii) Aperio Group, LLC; (iii) BlackRock (Netherlands) B.V.; (iv) BlackRock Institutional Trust Company, National Association; (v) BlackRock Asset Management Ireland Limited; (vi) BlackRock Financial Management, Inc.; (vii) BlackRock Japan Co., Ltd.; (viii) BlackRock Asset Management Schweiz AG; (ix) BlackRock Investment Management, LLC; (x) BlackRock Advisors, LLC; (xi) BlackRock Investment Management (UK) Limited; (xii) BlackRock Asset Management Canada Limited; (xiii) BlackRock (Luxembourg) S.A.; (xiv) BlackRock Investment Management (Australia) Limited; (xv) BlackRock Advisors (UK) Limited; (xvi) BlackRock Fund Advisors; (xvii) BlackRock Asset Management North Asia Limited; (xviii) BlackRock (Singapore) Limited; and (xix) BlackRock Fund Managers Ltd. BlackRock, Inc. has sole voting power over 4,637,744 shares, or 8.47%, of Common Stock and 4,756,993 shares, or 5.69%, of Class A Common Stock. The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.
(6)
Based on information in Schedules 13G/A filed on February 9, 2023, all shares are beneficially owned by The Vanguard Group, Inc., a registered investment adviser. The Vanguard Group, Inc. has shared voting power over 43,446 and 92,448 shares of Common Stock and Class A Common Stock, respectively. The Vanguard Group, Inc. has sole dispositive power over 3,309,276 shares, or 6.04%, of Common Stock and 7,628,873 shares, or 9.13%, of Class A Common Stock. The Vanguard Group, Inc. has shared dispositive power over 98,772 shares of Common Stock and 195,322 shares of Class A Common Stock. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(7)
Based on information in a Schedule 13G/A filed jointly on March 31, 2023 by Principal Global Investors, LLC, a registered investment advisor, and Principal Funds, Inc. — Principal MidCap Fund, an investment company, Principal Global Investors, LLC has shared voting power and shared dispositive power over 7,326,981 shares, or 8.77% of Class A Common Stock, and Principal Funds, Inc. — Principal MidCap Fund has shared voting power and shared dispositive power over 5,650,630 shares, or 6.76% of Class A Common Stock.  The address of Principal Global Investors, LLC is 801 Grand Avenue, Des Moines, Iowa 50392.  The address of Principal Funds, Inc. — Principal MidCap Fund is 711 High Street, Des Moines, Iowa 50392.
(8)
Based on information in a Schedule 13G/A filed on February 9, 2023, all shares are beneficially owned by FMR LLC, a parent holding company, and on behalf of its wholly owned subsidiaries (i) FIAM LLC IA; (ii) Fidelity Institutional Asset Management Trust Company BK; (iii) Fidelity Management & Research Company LLC IA; (iv) Fidelity Management Trust Company BK; (v) FMR Investment Management (UK) Limited Fl; and (vi) Strategic Advisers LLC IA and by Abigail P. Johnson, who is a Director, the Chairman and the Chief Executive Officer of FMR LLC. FMR LLC has sole voting power over 4,723,630 shares, or 5.65%, of Class A Common Stock and sole dispositive power over 5,382,644 shares, or 6.44%, of Class A Common Stock. The address of FMR LLC and Abigail P. Johnson is 245 Summer Street, Boson, Massachusetts 02210.
(9)
Based on information in a Schedule 13G/A filed on February 13, 2023, all shares are beneficially owned by Capital World Investors, a registered investment adviser and a division of Capital Research and Management Company, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited. The address of Capital World Investors is 333 South Hope Street, 55th Floor, Los Angeles, California 90071.
(10)
Includes 4,744 shares of Common Stock and 10,354 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Thomas M. Culligan’s account.
(11)
Includes 1,766 shares of Common Stock held in an individual retirement account and 479 shares of Common Stock held by the HEICO Leadership Compensation Plan and allocated to Carol F. Fine’s account.
(12)
Includes 4,744 shares of Common Stock and 23,393 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Adolfo Henriques’ account and 63 shares of Common Stock and 7,126 shares of Class A Common Stock held by a Trust, whose Trustee is Adolfo Henriques.
(13)
Includes 4,744 shares of Common Stock and 48,747 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Mark H. Hildebrandt’s account and 3,800 shares of Class A Common Stock held in Irrevocable Trusts, whose trustees are Mark H. Hildebrandt’s wife and daughter.
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(14)
Includes 480,469 shares of Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 19, 2024; 392,718 shares of Common Stock held by EAM Management Limited Partners; 427,326 shares of Common Stock held by trusts for the benefit of Eric A. Mendelson’s immediate family members; 191,440 shares of Class A Common Stock held by Mendelson International Corporation; 112,208 shares of Common Stock and 106,900 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Eric A. Mendelson’s account; 15,227 shares of Common Stock and 10,078 shares of Class A Common Stock held in an individual Keogh account; and 4,522 shares of Common Stock and 5,204 shares of Class A Common Stock owned by Eric A. Mendelson’s children. Also includes 5,576 shares of Common Stock and 9,366 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Eric A. Mendelson’s account. See Note (3) above.
(15)
Laurans A. Mendelson disclaims beneficial ownership with respect to 1,692,928 shares of Common Stock held by LAM Limited Partners, a partnership whose sole general partner is a corporation controlled by Arlene H. Mendelson; 191,440 shares of Class A Common Stock, which are held in the name of Mendelson International Corporation; and 84,369 shares of Common Stock and 2,909 shares of Class A Common Stock, which were donated to and are presently held by the Laurans A. and Arlene H. Mendelson Charitable Foundation, Inc., of which Mr. Mendelson is President. Includes 2,238,686 shares of Common Stock and 16,587 shares of Class A Common Stock held solely by Mr. Mendelson or LAM Alpha Limited Partners. Also includes 70,000 shares of Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 19, 2024 and 1,601 shares of Common Stock and 1,886 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Laurans A. Mendelson’s account. See Notes (3), (14) and (16).
(16)
Includes 568,140 shares of Common Stock and 137,199 shares of Class A Common Stock held by trusts for the benefit of Victor H. Mendelson’s immediate family members; 480,469 shares of Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 19, 2024; 191,440 shares of Class A Common Stock held by Mendelson International Corporation; 172,515 shares of Common Stock held by VHM Management Limited Partners; 92,924 shares of Common Stock and 88,133 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Victor H. Mendelson’s account; 28,806 shares of Common Stock and 8,465 shares of Class A Common Stock held by the Victor H. Mendelson Revocable Investment Trust; 4,762 shares of Common Stock and 19,136 shares of Class A Common Stock owned by Victor H. Mendelson’s children; and 921 shares of Common Stock and 16,133 shares of Class A Common Stock held in an individual Keogh account. Also includes 4,072 shares of Common Stock held by the HEICO Leadership Compensation Plan and allocated to Victor H. Mendelson’s account. See Note (3) above.
(17)
Includes 2,263 shares of Common Stock and 9,460 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Julie Neitzel’s account. Also includes 2,400 shares of Common Stock and 1,507 shares of Class A Common Stock held in an individual retirement account. Julie Neitzel disclaims beneficial ownership with respect to 325 shares of Class A Common Stock, which are held by Julie Neitzel’s son.
(18)
Includes 100,893 shares of Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 19, 2024. Also includes 11,333 shares of Common Stock and 6,416 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Dr. Schriesheim’s account and 10,488 shares of Class A Common Stock held by the estate of Dr. Schriesheim’s spouse.
(19)
Includes 243 shares of Class A Common Stock held by Frank J. Schwitter’s spouse.
(20)
Includes 282,814 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 19, 2024. Also includes 1,928 shares of Common Stock and 1,950 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Carlos L. Macau, Jr.’s account and 2,000 shares of Class A Common Stock held by Mr. Macau’s sons.
(21)
Includes 36,785 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 19, 2024. Also includes 7,892 shares of Common Stock and 7,113 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Steven M. Walker’s account.
(22)
Includes 1,131,831 shares of Common Stock and 319,599 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 19, 2024. The total for all directors and executive officers as a group (13 persons) also includes 217,383 shares of Common Stock and 206,817 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to accounts of the executive officers pursuant to the plan. Also includes 37,955 shares of Common Stock and 107,736 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to the accounts of certain directors pursuant to the plan.
(23)
Includes 9,228,434 shares of Common Stock and 1,091,252 shares of Class A Common Stock owned by the Mendelson Reporting Group and 1,442,739 shares of Common Stock and 1,362,833 shares of Class A Common Stock held by the HEICO Savings and Investment Plan, of which 1,442,297 shares of Common Stock and 1,362,388 shares of Class A Common Stock are allocated to participants in the Plan, including 217,383 shares of Common Stock and 206,817 shares of Class A Common Stock allocated to the directors and executive officers as a group, and of which 442 shares of Common Stock and 445 shares of Class A Common Stock are unallocated as of January 19, 2024.
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ENVIRONMENTAL, SOCIAL, AND
GOVERNANCE FRAMEWORK
HEICO maximizes shareholder value by focusing on building long-term relationships with:
graphic

Generating significant cash flow from
operating activities
Treating everyone fairly
Not cutting corners
Retaining customers, Team Members and
shareholders, as obtaining new ones is
harder than sustaining them
Honest dealings
Ensuring our business is sustainable
Not thinking short-term
graphic

GOVERNANCE
HEICO has followed excellent governance practices for decades, as evidenced by the Company’s outstanding results, which include a successful corporate governance record unmarred by the failures experienced at many other companies. This success and sustainability are driven by:
The Board’s and Management’s ownership culture
The Board’s open communication relationship with Management
The Board’s and Management’s Concern for Team Members, as evidenced by, among other things:
HEICO’s very generous 401(k) retirement plan for which nearly all US-based Team Members are eligible
HEICO’s 401(k) fully-funded for all eligible Team Members
HEICO’s loyalty to Team Members and the Company’s stability
We have very experienced Board Members with expertise across a broad array of subjects, as demonstrated in our Board Talent Matrix below.
Board Talent Matrix
 
Aerospace
&
Defense
Accounting
Banking
&
Finance
Corporate
Governance
General
Management
Healthcare
Wealth
Management
Law
Manufacturing
Public
Companies
Science
&
Technology
Thomas M. Culligan
X
X
X
X
X
X
Carol F. Fine
X
X
X
X
Adolfo Henriques
X
X
X
X
X
X
Mark H. Hildebrandt
X
X
X
X
X
X
Eric A. Mendelson
X
X
X
X
X
X
X
X
Laurans A. Mendelson
X
X
X
X
X
X
X
X
X
Victor H. Mendelson
X
X
X
X
X
X
X
X
X
Julie Neitzel
X
X
X
X
X
X
X
Dr. Alan Schriesheim
X
X
X
X
X
Frank J. Schwitter
X
X
X
X
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OTHER BOARD AND ETHICS FEATURES
70% of the Board Members are “independent”
“Key” Board Committees have been fully “independent” for more than 33 years or since their formation
Finance/Audit
Compensation
Nominating and Corporate Governance
Stock Option
Engaged and stable Board which sets the example and tone for the rest of the Company
30% is female and other ethnically/racially diverse representation
All Board Members are experienced in Governance and General Management through executive positions they’ve held or other board positions
All Directors are elected annually
We do not have a “poison pill”
“Whistle Blower” policy including a 24-hour hotline maintained and monitored by Audit Committee
High “INSIDE” ownership
Code of Business Conduct and Conflict of Interest Policy annual attestations required of management-level Team Members with results reported to and discussed by the Board
An executive compensation “clawback” policy to recover compensation if an accounting restatement occurs
Ethics crucial and inherent characteristics
Code of Conduct regularly reviewed and discussed by the Board; posted on HEICO website
HEICO Culture stresses ethical treatment of Team Members, customers and others
Excellent success history
Anti-Corruption policies and practices emphasized
Export Control
WHAT WE DO
graphic
Maintain high management and Board stock ownership
graphic
Maintain executive compensation aligned with shareholder interests
graphic
Recognize that our Team Members are the primary reason for our success
graphic
Reduce our own pay in difficult times
graphic
Pay cash bonuses to senior management for meeting rigorous growth goals
graphic
Require Directors to purchase stock every year
graphic
Typically pay our executives with a majority of long-term compensation
graphic
Encourage management and Board stability by rewarding excellent performance and ethical behavior with loyalty
graphic
Recruit and retain top quality talent by prohibiting any discrimination
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Elect all Directors annually
graphic
Maintain strong internal controls
graphic
​Board oversight of cybersecurity and risk management
graphic

Maintain an Executive Compensation Clawback Policy in the event of an accounting restatement
WHAT WE DON’T DO
graphic
Sacrifice long-term potential for short-term gains
graphic
Sacrifice our Team Members’ compensation or benefits for short-term savings
graphic
Tolerate improper conduct which violates our Code of Conduct or expectations
graphic
Have employment agreements with our named executive officers
graphic
Pay oversized base salaries
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Pay cash bonuses without performance
graphic
Reprice stock options without shareholder approval
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Force people to retire from their work or our Board due to their age or tenure
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Have “golden parachutes”
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Place social and political objectives above shareholder interests
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HUMAN CAPITAL - A TOP PRIORITY
We believe that our Team Members are HEICO's most important feature, so we place our Team Members first by:
Maintaining a very generous 401(k) retirement plan for nearly all US-based Team Members
Fully funding the 401(k) plan for all eligible Team Members, even during the difficult Pandemic period
Being loyal to our Team Members and emphasizing the Company's stability
Maintaining robust health and safety practices which consistently result in a company-wide OSHA Recordable Workplace Injury Rate that averages around half of the US average for all manufacturing companies
Offering excellent health coverage and benefits to our Team Members
Maintaining strong and competitive compensation practices which provide for regular increases
Rewarding our Team Members for excellent performance with excellent bonus practices
Having an “open door” communication policy for all Team Members to communicate with HEICO's senior management on any subject
Providing Team Members with a 24-hour hotline which is reported to our Board to raise ethical or legal issues
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BOARD SERVICE
The Board believes that Directors should both fill an oversight role and provide practical business assistance, along with guidance for the Company’s management. Directors should continue to serve if they can fulfill their duties and provide value to the Company and its shareholders, regardless of their age or tenure on the Board. HEICO’s financial, operational and governance success validates this view.
graphic
MERIT AND DIVERSITY
HEICO’s success is dependent on attracting and maintaining remarkable talent. We are proud that our talent emanates from a very broad range of races, genders, sexual orientations and national origins. We recruit, hire and retain people based upon their qualifications and will not tolerate any form of discrimination based on race, gender, sexual orientation or national origin. We believe a business cannot succeed if it excludes talent based on prejudiced considerations, so we do not do that at HEICO. We remain committed to growing our Team Member diversity as we historically have done.
Over half of our domestic Team Members are Hispanic, Black, Asian or members of other minority groups
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EXCELLENT SHAREHOLDER ENGAGEMENT
Although our Board, management and Team Members are major HEICO shareholders, we engage weekly with other shareholders and prospective shareholders to explain our Company and to learn about issues which are important to them. In fiscal 2023, we estimate:
We conducted over 200 meetings in person, by phone or video conference with those holding a wide range of share positions
We discuss issues which are important to shareholders, including
Company performance
Industry outlook
Executive compensation
Corporate governance
The HEICO Culture and how we care for Team Members
Climate change
Shareholders expressed overwhelming satisfaction with the Company’s success, its management and Board
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ENVIRONMENTAL, SAFETY AND HEALTH
Environmental, safety and health leadership are embedded in the HEICO Culture. We have shown leadership in these areas for decades—well before it was popular to do so. Recognizing that we owe our success to our remarkable Team Members, their safety and health are paramount. We are also concerned with reducing our environmental footprint, including our greenhouse gas emissions. Our business operations are expected to follow practices appropriate to their operations to ensure their Team Members’ health and safety, as well as to minimize their impact on the environment and to comply with applicable laws. HEICO’s Board monitors those efforts, which are discussed at every Board meeting. Among our important Environmental, Safety and Health characteristics are:
Our Board’s Environmental Safety and Health (E,S & H) Committee was formed thirty years ago-- in 1992-- to ensure excellence, compliance and a serious focus on these matters
Our E,S & H Committee conducts regular facility site visits
Our E,S & H Committee met four times in fiscal 2023
Our E,S & H Committee provides a report to the full Board at all regular Board meetings
HEICO’s Recordable Injury Rates are consistently around half of national averages
HEICO’s Lost Workday Incidence Rates are consistently less than half of national averages
HEICO’s facilities are super-majority environmentally low-impact locations with nearly all being Small Quantity Generators or Very Small Quantity Generators
Many HEICO facilities are light assembly only and have a very minor environmental footprint
Many HEICO facilities contain “clean room” operations
Several HEICO facilities are distribution-only locations with no manufacturing operations
Various HEICO facilities have undertaken or are undertaking many activities to reduce their environmental and carbon footprints, including, among others:
Extensively engaging in recycling production materials, like metals and electronic components, as well as office items
Reducing reliance on hazardous materials in production operations wherever possible
Numerous HEICO subsidiaries conduct RoHS (“Restriction of Hazardous Substances”) and REACH (“Registration, Evaluation, Authorisation and Restriction of Chemicals”) compliant activities
Switching to clean, aqueous parts degreasing systems where possible
Using lead-free solder wherever possible
Upgrading to SEER 15 or 16, energy efficient air conditioning systems
Replacing lighting to LED where possible, with conversions continuing and motion sensors being installed
Switching to “9/80” or similar work schedules where Team Members work fewer days, but the same hours, as before in order to reduce the commuting footprint
Installing Low water use toilets (e.g., 3/6L Flush) are being installed where possible, along with water-saving devices on water taps
Installing insulation to reduce air conditioning and heating footprints
Reducing paper usage across the company taking actions like making engineering documentation digital and completing management tasks digitally instead of by paper
Using natural light where possible instead of electric lights
Converting to powder coating metal products instead of painting
Designing products which consume less power, like at HEICO’s EMD Technologies subsidiary, whose Epsilon X-ray generator is 92% efficient versus our competitor’s 65% efficient systems and Exxelia's Smart Magnetics products used on transportation platforms, some of which substantially reduce weight and increase power
Installing water dispensers instead of using water bottles
Reducing packaging materials used
Combining incoming and outgoing shipments when possible
Turning off equipment each day with devices such as a Switched Power Outlet Network
Reducing our scrap rate
Installing air scrubbers over equipment
Installing mist collectors around CNC machining equpiment, along with dust collection equipment around certain operations, like metal sanding
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Creating lighter trade show booths and displays in order to reduce the fuel required to ship them
Encouraging Team Members to carpool or use public transportation
Constructing new building features to contain heat, like entry and exit vestibules
Ensuring office equipment enters “sleep mode” when not in use
Changing to electric forklifts to replace gas-powered and heat-emitting vehicles
Reusing specialized packaging and shipping equipment and products
Order certain materials in truckload quantity to reduce number of shipments
Digitizing invoicing, receiving and financial documentation to reduce use of paper and printing supplies
Replacing plastic water containers and coolers with reverse-osmosis and similar systems
Cease use of throwaway cardboard boxes and institute reusable packaging use
Transitioning to reusable shipping materials
Adjusting interior heating and cooling guidelines to use less energy
Using electric or hybrid company automobiles
Installing electric vehicle charging stations for Team Members to encourage electric vehicle use
Encouraging Team Members to bring their own drinking vessels to work to reduce disposable cup use
Offer dried fettucine pasta noodles which are completely biodegradable as an alternative to plastic stirrers
Reducing gas and electricity usage
Regularly resealing windows and other facility openings
Elimination of lead in screen printing processes
Reducing solvent cleaning tanks
Replacement of high energy-consuming ovens
Waste stream sorting and processing
Using a Nitrogen Generator to replace nitrogen tanks
Reclaiming the silver content in waste material
Reducing freight associated with inter-company sales
Using variable speed compressors and equipment
Installing solar panel coverage creating 100% electricity independence
Installing geothermal heat-pumps to reduce natural gas usage
Capturing equipment heat generation to augment building heating in winter
Paying for and planted 1.5 acre forest bank (trees) to offset carbon footprint
Installing energy efficient/reflective roof coatings
Using an efficient storm management system
Installing a licensed and approved waste treatment system for processing rinse water in order to neutralize and filter acid and metal concentrations for safe disposal
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PROPOSAL TO ELECT DIRECTORS
(Proposal No. 1)
Each of the ten individuals named in the table below has been nominated by our Board of Directors for election to the Board at the Annual Meeting to serve until the next Annual Meeting or until their successor is elected and qualified. All of the nominees are currently serving on the Board of Directors. The Board has no reason to believe that any of the nominees will not be a candidate or will be unable to serve.
 
 
 
 
Board Committees
Name
Age
Corporate Office or Position
Director
Since
Executive
Nominating
&
Corporate
Governance
Compensation
Finance/
Audit
Environmental
Safety &
Health
Stock
Option
Plan
Thomas M. Culligan
72
Independent Director
2014
X
X
Carol F. Fine
66
Independent Director
2022
X
Adolfo Henriques
​70
Independent Director
2011
X
X
X
Mark H. Hildebrandt
67
Independent Director
2008
X
X
X
X
Eric A. Mendelson
58
Co-President and Director;
President and Chief Executive
Officer of the HEICO Flight
Support Group
1992
X
Laurans A. Mendelson
85
Chairman of the Board;
Chief Executive Officer;
and Director
1989
X
Victor H. Mendelson
56
Co-President and Director;
President and Chief Executive
Officer of the HEICO Electronic
Technologies Group
1996
X
Julie Neitzel
64
Independent Director
2014
X
X
Dr. Alan Schriesheim
93
Independent Director
1984
X
X
X
X
X
Frank J. Schwitter
​90
Independent Director
2006
X
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Business Experience of Nominees
graphic
Thomas M. Culligan
Director
Thomas M. Culligan has been in the Aerospace and Defense industry for more than forty years, serving in senior management positions at the Raytheon Company, Honeywell International and McDonnell Douglas Corporation. Prior to that, following his service in the U.S. Air Force, Mr. Culligan was Legislative Director for U.S. Congressman Earl Hutto and Chief of Staff for a Florida Secretary of State. From 2001 until December 2013, Mr. Culligan was Senior Vice President of the Raytheon Company for Business Development and Strategy. He was also concurrently the Chairman and Chief Executive Officer of Raytheon International, Incorporated. In these roles, he was responsible for worldwide sales and marketing, Raytheon’s international business and its government relations and operations. He was also responsible for developing and leading the execution of Raytheon’s business strategy. Prior to joining Raytheon, Mr. Culligan was Honeywell’s Vice President and General Manager of Defense and Space, with worldwide responsibility for all related sales, marketing and government relations. He also directed Honeywell’s aerospace operations in Europe, Russia, the Middle East and Africa. He also held line management and profit and loss responsibilities for the company’s defense aftermarket business and its technical services subsidiary. Before joining Honeywell, Mr. Culligan held executive positions with McDonnell Douglas, including Corporate Vice President of Program Development and Marketing and Vice President and General Manager of Government Affairs. Mr. Culligan is currently retired and serves as a member of the Special Security Agreement Board of SAFRAN, a member of the Board of Directors of CPS Technologies Corporation, a member of the Board of Advisors of M International, and a former member of the Foundation Board of Florida State University. Mr. Culligan is considered an “independent” director under NYSE rules.
Mr. Culligan’s broad and deep Aerospace and Defense industry experience, coupled with his intimate knowledge of international sales, government relations, management practices and general business operations provides important insight and advice to the Board’s activities.
graphic
Carol F. Fine
Director
Carol F. Fine is a highly accomplished and experienced banker and aviation consultant. During her 37-year banking career, she served in corporate and private banking positions of increasing responsibility at Southeast Bank, First Union, SunTrust Bank, City National Bank of Florida and Northern Trust. Mrs. Fine was Senior Vice President of Northern Trust from November 2010 until March 2021. Aviation has been a significant focus of her banking positions in all of the banking institutions in which she served. In addition, she served for a year as an independent aviation consultant involved with aircraft and airline valuations, along with airline and aviation credit assessments. Mrs. Fine also completed courses at Miami-Dade County’s Aviation Program. Among other sectors, her banking experience included private equity financing, including within HEICO’s markets. Further, Mrs. Fine is active in important non-profit service, as a member of the Health Foundation of South Florida Board of Directors and the Carrfour Supportive Housing, Inc. Board of Directors, where she is also a former Board Chair. Mrs. Fine received her BA from the College of William and Mary, and her IMBA from the University of South Carolina. Mrs. Fine is considered an “independent” director under NYSE rules.
Mrs. Fine’s broad experience in the finance and banking industries is valuable to the Board, especially for governance, oversight, banking and financial matters.
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Adolfo Henriques
Director
Adolfo Henriques has been Vice Chairman of The Related Group, a real estate development company headquartered in Miami, Florida, since January 2017. Previously, Mr. Henriques served as Chairman (from 2014 until 2018), Chief Executive Officer (from 2014 until 2017) and Vice Chairman and President (from 2011 until 2013) of Gibraltar Private Bank and Trust, a private banking and wealth management company. From 2005 until its sale in December 2007, Mr. Henriques was Chairman, President and Chief Executive Officer of NYSE-listed Florida East Coast Industries, having served on its Board since 1998 and having been Chairman of its Audit Committee, as well as a member of its Governance Committee. From 1998 until 2005, he served as Chief Executive Officer of the South Region for Regions Bank (and its predecessor, Union Planters Bank). Prior to joining Regions Bank, Mr. Henriques served in executive capacities at Bank of America’s predecessor banks since 1986, including positions as Chairman of NationsBank in South Florida and Executive Vice President of Barnett Bank. He began his career as a Certified Public Accountant. Mr. Henriques was appointed by the Governor of the State of Florida as Chairman of the Financial Oversight Board for the City of Miami. Mr. Henriques served on the Board of Directors of Boston Private Financial Holdings, Inc. from 2007 until February 2011 when he joined Gibraltar Private Bank and Trust. Mr. Henriques also serves on the Board of Bradesco Bank, Intcomex, Inc. and Doctors Healthcare Plans, Inc. Mr. Henriques is the immediate past Chairman of the Miami-Dade Cultural Affairs Council. Mr. Henriques is considered an “independent” director under NYSE rules.
Mr. Henriques’ broad experience in the finance and banking industries, his history as the CEO of a publicly-held company and his prior board experience is valuable to the Board, especially for governance, oversight, accounting, banking and financial matters.
graphic
Mark H. Hildebrandt
Director
Mark H. Hildebrandt began his legal career as an Assistant State Attorney at the Miami-Dade State Attorney’s Office. In 1986, Mr. Hildebrandt went into private practice and has been the founding and managing member of Mark H. Hildebrandt, P.A., a law firm located in Miami-Dade County, Florida. He has practiced law continuously for 40 years and specializes in complex corporate litigation and business law. Mr. Hildebrandt is the immediate past Chairman of the Board of Trustees of Mount Sinai Medical Center in Miami Beach, Florida, having served as Chairman for the last four years. Prior to that, he served as Vice Chairman of the Board of Trustees for seven years. In addition, he served from 2007 to 2011 as the President of the Mount Sinai Medical Center Foundation. He is a current member of the Executive Committee of both the Board of Trustees and the Foundation of Mount Sinai Medical Center. Mr. Hildebrandt is the Chairman of the Compensation Committee, a member of the Finance and Investment Committee, a member of the Audit Committee, Chairman of the Trustee Services Committee, and former Chairman of the Finance Committee of the Board of Trustees of Mount Sinai Medical Center. Mr. Hildebrandt formerly served as a member of the Board of Directors of Easter Seals of Miami-Dade County, Florida, and has served in numerous other local civic posts. Mr. Hildebrandt is considered an “independent” director under NYSE rules.
Mr. Hildebrandt’s significant legal expertise and other business experience assist the Board in evaluating various matters. Given the Company’s complexity and its global activities, Mr. Hildebrandt’s experience in complex commercial litigation, contract and employment disputes, and intellectual property helps the Board evaluate and limit legal exposure, and in so doing, helps protect the Company’s and its shareholders’ interests. Mr. Hildebrandt’s board and related committee experiences at other entities enhances his ability to evaluate business issues, including, healthcare delivery for the Company’s Team Members, among other things.
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Eric A. Mendelson
Co-President and Director; President and Chief Executive Officer of the HEICO Flight Support Group
Eric A. Mendelson has been associated with the Company since 1990, serving in various capacities. Mr. Mendelson has served as our Co-President since October 2009 and served as our Executive Vice President from 2001 through September 2009. Mr. Mendelson has also served as President and Chief Executive Officer of the HEICO Flight Support Group since its formation in 1993, as well as President of various Flight Support Group subsidiaries. Mr. Mendelson is a co-founder, and, since 1987, has been Managing Director of Mendelson International Corporation, a private investment company, which is a shareholder of HEICO. He is a member of the Board of Governors, an Ex-Officio Member of the Executive Committee, and Chair of the Civil Aviation Leadership Council of the Aerospace Industries Association (“AIA”) in Washington, D.C., of which HEICO is a member. In addition, Mr. Mendelson is a member of the Board of Directors of Partnership for Miami, a member of the Advisory Board of Trustees of Mount Sinai Medical Center in Miami Beach, Florida, and a member of the Board of Trustees and a Past Chairman of Ransom Everglades School in Coconut Grove, Florida, as well as a member of the Board of Visitors of Columbia College in New York City. Eric Mendelson is the son of Laurans Mendelson and the brother of Victor Mendelson. Eric Mendelson is considered an “inside” director under NYSE rules.
As the principal architect of the Company’s parts development program since its commencement in 1992 and our Flight Support Group since its creation the following year, Eric Mendelson has unique knowledge in the Federal Aviation Administration-approved aircraft replacement parts industry which the Company pioneered under his leadership. Mr. Mendelson is well versed in the marketplace for the Company’s products and he has deep experience with the Company’s Team Members, customers and shareholders. His 34 years of progressive experience with running and growing the business render him a valuable resource to the Board. Eric Mendelson and his family are significant Company shareholders, which aligns their interests with other shareholders and reflects their commitment to the Company.
graphic
Laurans A. Mendelson
Chairman of the Board; Chief Executive Officer; and Director
Laurans A. Mendelson has served as our Chairman of the Board since December 1990. He has also served as our Chief Executive Officer since February 1990 and served as our President from September 1991 through September 2009. Mr. Mendelson is a former Chairman and present member of the Board of Trustees, former Chairman and present member of the Executive Committee and a current member of the Society of Mount Sinai Founders of Mount Sinai Medical Center in Miami Beach, Florida. In addition, Mr. Mendelson is a Trustee Emeritus of Columbia University in the City of New York, where he previously served as Trustee and Chairman of the Trustees’ Audit Committee. Mr. Mendelson was awarded the honor of Chevalier in France’s Légion d'honneur. Mr. Mendelson was previously named Best CEO in the Aerospace & Defense Electronics Sector by Institutional Investor magazine and recently received the Ultimate CEO Award from the South Florida Business Journal. Early in his career, Mr. Mendelson was a licensed and practicing Certified Public Accountant in the states of Florida and New York, though he no longer practices, and his license is inactive. Laurans Mendelson is the father of Eric Mendelson and Victor Mendelson. Laurans Mendelson is considered an “inside” director under NYSE rules.
Mr. Mendelson’s 34 years of solid and successful leadership of the Company, his demonstrated expertise and vast experience in the aerospace and electronic technologies industries and his background in finance, accounting and audit make him ideally suited to serve on the Board. Mr. Mendelson is recognized as a leader in the aerospace industry and has received multiple awards for his accomplishments, including the Kenn Ricci Lifetime Aviation Entrepreneur Award from the Living Legends of Aviation, the Howard Hughes Memorial from the Aero Club of Southern California and The Wright Brothers Award from the Greater Miami Aviation Association. The impact of Mr. Mendelson’s investment and acquisition acumen has led directly to the significant value creation for shareholders through the Company’s substantial growth since 1990; he has a unique ability to recognize and capitalize on growth opportunities at the opportune time. Laurans Mendelson and his family are significant Company shareholders, which aligns their interests with other shareholders and reflects their commitment to the Company.
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graphic
Victor H. Mendelson
Co-President and Director; President and Chief Executive Officer of the HEICO Electronic Technologies Group
Victor H. Mendelson has been associated with the Company since 1990, serving in various capacities. Mr. Mendelson has served as our Co-President since October 2009 and served as our Executive Vice President from 2001 through September 2009. Mr. Mendelson has also served as President and Chief Executive Officer of the HEICO Electronic Technologies Group since founding it in September 1996. He served as the Company’s General Counsel from 1993 to 2008 and the Company’s Vice President from 1996 to 2001. In addition, Mr. Mendelson was the Chief Operating Officer of the Company’s former MediTek Health Corporation subsidiary from 1995 until its profitable sale in 1996. Mr. Mendelson is a co-founder, and, since 1987, has been President of Mendelson International Corporation, a private investment company, which is a shareholder of HEICO. Mr. Mendelson is a Vice-Chair of the Board of Trustees of Columbia University in the City of New York, a Trustee of St. Thomas University in Miami Gardens, Florida, a Director of Boys & Girls Clubs of Miami-Dade and is a Director and Past President of the Board of Directors of the Florida Grand Opera. Victor Mendelson is the son of Laurans Mendelson and the brother of Eric Mendelson. Victor Mendelson is considered an “inside” director under NYSE rules.
Mr. Mendelson’s experience and expertise, garnered by serving the Company in a variety of roles over the past 34 years, make him uniquely qualified to serve on the Board because he understands the Company’s operations and strategy very well. As the founder of the Company’s Electronic Technologies Group, he has extensive knowledge and experience, particularly in the electronic technologies, defense and space segments, which have experienced significant growth under his stewardship. Further, as the Company’s former General Counsel for 15 years, he is familiar with the Company’s matters, including contractual relationships, the Company’s numerous acquisitions and legal strategies, all of which he remains involved in. Victor Mendelson and his family are significant Company shareholders, which aligns their interests with other shareholders and reflects their commitment to the Company.
graphic
Julie Neitzel
Director
Julie Neitzel is a Partner with WE Family Offices, an independent, financial advisory and wealth management firm. Through her diverse background and experience, Ms. Neitzel advises entrepreneurs in areas including acquisition and financing of closely-held businesses, real estate portfolio acquisition and management, finance capital management and estate planning, in addition to other aspects of multi-generational planning. Prior to joining WE Family Offices in January 2013, she served as President of the Miami-based operation of GenSpring Family Offices, a leading wealth management firm for over ten years. Her previous professional roles include Director of Trivest Partners, a private equity firm where she worked on the aviation portfolio company team and other firm matters; President of PLC Investments, a private investment company where she led the firm’s strategy on direct company investments, real estate and global financial market investments, in addition to serving on private company boards. Prior to those positions, she held key management roles with Citicorp, Chase Manhattan Bank and Clark Equipment Company. Throughout her career she has taken on financial, operational, business development and strategic planning leadership roles. Ms. Neitzel is considered an “independent” director under NYSE rules.
Ms. Neitzel brings to the Board extensive knowledge and expertise in acquisitions, business strategy, banking, risk management and finance gained through her many years of experience in the financial and banking advisory industries.
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graphic
Dr. Alan Schriesheim
Director
Dr. Alan Schriesheim is retired from the Argonne National Laboratory, where he served as Director from 1984 to 1996, and currently holds the distinction of Director Emeritus. From 1983 to 1984, he served as Senior Deputy Director and Chief Operating Officer of Argonne. From 1956 to 1983, Dr. Schriesheim served in a number of capacities with Exxon Corporation in research and administration, including positions as General Manager of the Engineering Technology Department for Exxon Research and Engineering Co. and Director of Exxon’s Corporate Research Laboratories. Dr. Schriesheim is also a member of the Board of the Ann & Robert H. Lurie Children’s Hospital of Chicago, Illinois, the President and Co-Founder of the Chicago Council on Science and Technology, and is a member of the National Academy of Engineering. Dr. Schriesheim is considered an “independent” director under NYSE rules.
Dr. Schriesheim has deep experience and is accomplished in business, science and technology. His background in senior management of organizations involved with advanced technological developments and his advocacy for continuous technology development are important to the Board’s evaluation of the Company’s operations and potential acquisitions. The Board believes that Dr. Schriesheim’s international business experience through numerous economic cycles provides the Board with a stable perspective which is useful in navigating complex business judgments. Through his long service on the Company’s Board, Dr. Schriesheim intimately understands the Company, it’s people and its evolution, rendering him a unique resource to other Board members.
graphic
Frank J. Schwitter
Director
Frank J. Schwitter served 38 years with Arthur Andersen LLP, where he was a partner and the Managing Director of the Firm’s International Business Program from 1982 to 1996. Mr. Schwitter has been a Partner with the investment firm, 1624 Capital LLC, since February 2013. In 2014, he was appointed to the Accounting and Audit Committee of the New York Athletic Club where he served as an active member until early 2024. Mr. Schwitter has also been engaged principally as a consultant for law and accounting firms from 1998 to 2010. From 1996 to 1998, Mr. Schwitter served as Senior Business Advisor and Technical Consultant to Prasetio Utomo & Co. in Indonesia. Mr. Schwitter also served as an officer and director of a number of business organizations including the Foreign Policy Association, the Business Council for International Understanding, Council of the Americas, the Long Island Association of Business and the Huntington Chamber of Commerce. From 1998 to 2003, Mr. Schwitter served on the Technical Standards Committee of the American Institute of Certified Public Accountants (“AICPA”) and he remains a member of the AICPA. Mr. Schwitter is a Certified Public Accountant in New York State. Additionally, Mr. Schwitter is a veteran of the United States Air Force. Mr. Schwitter is considered an “independent” director under NYSE rules.
Mr. Schwitter brings to the Board a wealth of knowledge in finance and accounting at both the domestic and international levels. His prior experience as a partner of one of the largest accounting firms at that time, has provided him with a solid foundation from which to assess and advise on the Company’s internal controls, financial strategy, financial reporting and interactions with the Company’s independent registered public accounting firm. His strong leadership skills, acquired during many years of senior management, are a complement to the Board’s composition.
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Board Leadership Structure — Very Successful
Within the Board’s purview is the determination as to whether the roles of Chief Executive Officer and Chairman of the Board should be combined or separate. HEICO believes a combined role of Chairman of the Board and Chief Executive Officer, along with Board committees that are chaired by independent directors (with the exception of the Executive Committee chaired by Mr. Laurans Mendelson) is the appropriate leadership structure for the Company at this time, and is one that provides exceptional value to HEICO and its shareholders. Mr. Mendelson has vast expertise in the aerospace, defense and electronics industries and a proven track record of successful leadership, as evidenced by HEICO’s substantial and consistent revenue, net income, cash flow and share value growth in the past 34 years, even though the period saw several economic downturns. The combined role fosters open communication between the Board and management team, provides both groups with unified leadership and promotes efficient development and execution of the Company’s strategic plan.
The independent directors meet as frequently as they desire, but at least once per year, in an executive session while an executive session without management present is included as an option on every regular board agenda. The independent directors elect a presiding director to act as the lead independent director for each executive session among the chairs of the committees of the Board on a rotating basis.
Board Risk Oversight
While the Company’s management team takes primary responsibility for risk management, the Board plays a large role in the oversight, evaluation and strategy for handling the material risks facing the Company. HEICO's operating risks include a variety of risks, both financial and operational, some of which may manifest themselves in unforeseen ways, which may affect our ability to anticipate, fully comprehend, mitigate or respond to them. At regular intervals, HEICO’s management team presents the Board with reports on critical risks currently affecting or have the potential to impact the business. These reports timely identify for the Board the nature of material risks, so they may respond appropriately.
The Board addresses risk management at both the full Board and committee levels. The full Board oversees risks that may impact HEICO and its subsidiaries as a whole, with particular emphasis on operational and strategic risk; while each committee oversees specific areas of risk within its purview. The full Board is responsible for overseeing HEICO’s cybersecurity risks. To this end, the full Board receives regular reports from management on system vulnerabilities and security measures in effect to deter or mitigate breaches or hacking activities. The Finance/Audit Committee is responsible for overseeing HEICO’s financial risks, including the adequacy of internal controls, compliance, financial reporting, and tax positions. To this end, the Finance/Audit Committee meets regularly with the Company’s internal and external auditors to ensure visibility into pending risks and mitigating the financial and non-financial impact of these risks. The Nominating and Corporate Governance Committee is responsible for overseeing the Company’s directorship policies and practices, succession planning and evaluating and recommending qualified Board candidates.
Other Board committees also consider risk areas within their particular subject matter. For example, the Compensation Committee considers the risk areas related to the Company’s compensation policy and programs, and the Environmental, Safety and Health Committee considers the risk areas relating to federal and state environmental, safety and health regulations.
Director Independence — 70% Independent
The Board of Directors has determined that Mr. Culligan, Mrs. Fine, Mr. Henriques, Mr. Hildebrandt, Ms. Neitzel, Dr. Schriesheim and Mr. Schwitter have met the standards of independence as set forth in the Company’s Corporate Governance Guidelines, which are consistent with the standards established by the NYSE.
The full Board of Directors discussed and reviewed whether each director was “independent” under NYSE rules. The Board of Directors has used these rules to determine whether each director is independent. These rules state that a director who has a “material” relationship with the Company will be deemed an “inside” or “non-independent” director. As Laurans, Eric and Victor Mendelson are all employed in executive positions with the Company, they are deemed “inside” or “non-independent” directors.
As Mr. Culligan, Mrs. Fine, Mr. Henriques, Mr. Hildebrandt, Ms. Neitzel, Dr. Schriesheim, and Mr. Schwitter and their employers lack material relationships with the Company, they are deemed “independent” under NYSE rules. The Board of Directors reviewed and confirmed these conclusions.
Board Committees
The Board of Directors has the following standing committees: an Executive Committee, a Nominating and Corporate Governance Committee, a Compensation Committee, a Finance/Audit Committee, an Environmental, Safety and Health Committee, and a Stock Option Plan Committee. From time to time, special committees for a limited purpose and duration may be established. Committee member appointments to the standing committees are re-evaluated annually and approved by the Board of Directors at its next regularly scheduled meeting that follows the Annual Meeting of Shareholders. Information regarding each of the standing committees follows.
The Executive Committee has such powers as are delegated by the Board of Directors, which may be exercised while the Board of Directors is not in session, provided such powers are not in conflict with specific powers conferred to other committees or are otherwise contrary to law. The Executive Committee met once during fiscal 2023 and its members consist of Mr. Laurans Mendelson (Committee Chairman), Mr. Henriques and Dr. Schriesheim.
Each member of the Nominating and Corporate Governance Committee is “independent” in accordance with the NYSE's listing standards. The Nominating and Corporate Governance Committee assists the Board of Directors in identifying and recommending to the Board qualified individuals to be nominated as directors; makes recommendations concerning committee membership and appointments; periodically reviews and recommends to the Board of
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Directors updates to the Company’s Corporate Governance Guidelines; assists the Board and the Company in interpreting and applying the Company’s Corporate Governance Guidelines and Code of Business Conduct; and oversees the annual evaluation of management and of the Board of Directors. The Nominating and Corporate Governance Committee met three times in fiscal 2023 and its members consist of Mr. Hildebrandt (Committee Chairman) and Dr. Schriesheim.
Prior to nominating an existing director for re-election to the Board of Directors, the Nominating and Corporate Governance Committee will consider the existing director’s independence, if required, skills, performance and meeting attendance. The Nominating and Corporate Governance Committee will consider candidates recommended by shareholders (see the caption “Shareholder Proposals and Nominations” contained herein). All candidates will be reviewed in the same manner, regardless of the source of recommendation. In evaluating candidates for potential director nomination, the Nominating and Corporate Governance Committee will consider, among other things, candidates that are independent, if required; who possess personal and professional integrity; have good business judgment, relevant experience and skills; and who would be effective as a director in conjunction with the full Board of Directors in collectively serving the long-term interests of our shareholders. While we do not have a formal policy on diversity, when considering the selection of director nominees, the Nominating and Corporate Governance Committee considers individuals with diverse backgrounds, viewpoints, accomplishments, cultural background and professional expertise, among other factors.
Each member of the Compensation Committee is “independent'' in accordance with the NYSE's listing standards. The Compensation Committee reviews and approves compensation of our officers, key employees and directors. For further information on the Compensation Committee’s processes and procedures for consideration and determination of executive compensation, see the “Compensation Discussion and Analysis” section contained herein. Pursuant to the terms of its charter, the Compensation Committee may form and delegate any or all of its responsibilities to subcommittees, as it deems appropriate. In addition, the Compensation Committee reviews and discusses with management the Compensation Discussion and Analysis and based on the review and discussion, recommends its inclusion in the proxy statement. The Compensation Committee met four times in fiscal 2023 and its members consist of Mr. Hildebrandt (Committee Chairman), Ms. Neitzel, and Dr. Schriesheim. The report of the Compensation Committee regarding the Compensation Discussion and Analysis is contained herein.
Each member of the Finance/Audit Committee is “financially literate” and “independent” in accordance with the NYSE's listing standards. The Finance/Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended, oversees the quality and integrity of our accounting, auditing, internal control and financial reporting practices, including the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The Finance/Audit Committee also advises
the Board of Directors regarding transactions presenting a potential conflict of interest between the Company and any member of the Board of Directors or any executive officer. The Finance/Audit Committee met four times in fiscal 2023 and its members consist of Mr. Schwitter (Committee Chairman), Mr. Henriques, Mr. Hildebrandt, Ms. Neitzel and Dr. Schriesheim. The Board of Directors has determined that Mr. Schwitter is an “audit committee financial expert,” as defined by the Securities and Exchange Commission. The report of the Finance/Audit Committee is contained herein.
The Environmental, Safety and Health Committee meets with our senior management and oversees compliance in all matters relating to federal and state environmental, safety and health regulations. The Environmental, Safety and Health Committee met four times in fiscal 2023 and its members consist of Dr. Schriesheim (Committee Chairman), Mr. Culligan, Mrs. Fine, Mr. Eric Mendelson, and Mr. Victor Mendelson. The Environmental, Safety and Health Committee also visits our operating locations on a periodic basis.
Each member of the Stock Option Plan Committee is “independent” in accordance with the NYSE's listing standards.The Stock Option Plan Committee administers our stock option plans and has authority to grant options, to determine the persons to whom and the times at which options are granted, and to determine the terms and provisions of each grant. The Stock Option Plan Committee met three times in fiscal 2023 and its members consist of Mr. Hildebrandt (Committee Chairman) and Mr. Culligan.
The Nominating and Corporate Governance Committee, Compensation Committee and the Finance/Audit Committee are governed by written charters relating to corporate governance matters. All Board of Directors Committee Charters, Corporate Governance Guidelines, as well as HEICO’s Code of Business Conduct are located on HEICO’s website at www.heico.com under the Investors tab.
Board Meetings — 100% Attendance
During the fiscal year ended October 31, 2023, the Board of Directors held six meetings. During fiscal 2023, each director attended 100% of the meetings of the Board of Directors and committees on which they served. While we do not have a formal attendance policy, all of the Board members attended the 2023 Annual Meeting of Shareholders.
No Compensation Committee Interlocks or Insider Participation
Mr. Hildebrandt, Ms. Neitzel and Dr. Schriesheim served as members of the Compensation Committee during fiscal 2023. No member of the Compensation Committee was an officer or employee of the Company during fiscal 2023 or was formerly an officer of the Company. During the fiscal year ended October 31, 2023, none of HEICO’s executive officers served on the board of directors or compensation committee of any other entity whose directors or executive officers served either on HEICO’s Board of Directors or on HEICO’s Compensation Committee.
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Director Compensation
Effective September 22, 2023, our directors receive an annual retainer of $250,000 and are required to purchase shares of HEICO common stock equivalent to approximately 58% of the annual retainer ($145,000). Prior to September 22, 2023, our directors received an annual retainer of $220,000 and were required to purchase shares of HEICO common stock equivalent to approximately 64% of the annual retainer ($140,000). Directors may purchase these shares on their own behalf or have the Company complete the purchases for them using funds the Company withholds from their retainers.
Effective September 22, 2023, members of committees of the Board of Directors are paid a $15,000 annual retainer for each committee served and committee chairmen are paid an annual retainer of $10,000 for each committee chaired. In addition,
Directors are paid $1,200 for attendance at each site visit. Previously, our directors were paid a fee of $2,000 for each regular Board of Directors meeting attended and members of committees of the Board of Directors were paid a $10,000 annual retainer for each committee served and $1,200 for attendance at each committee meeting.
The Directors’ Retirement Plan, which was adopted in 1991 in order to facilitate director retirements and covered our then current directors, was amended as of November 2003 to effectively freeze vested benefits. One of our current ten directors is covered under the Directors’ Retirement Plan and he will receive annually $19,000 payable in quarterly installments. At the election of such director, these quarterly payments begin either at age 70 or upon retirement from the Board of Directors and continue for the same period of time that the participant served on the Board of Directors, not to exceed ten years.
Director Compensation Table
The table below summarizes the compensation paid to our non-employee directors during fiscal 2023.
Name
Fees Earned or
Paid in Cash
Option
Awards(1)
Non-qualified
Deferred
Compensation
Earnings(2)
All Other
Compensation(3)
Total
Thomas M. Culligan
$264,743
$—
$—
$—
​$264,743
Carol F. Fine
213,650
213,650
Adolfo Henriques
263,543
263,543
Mark H. Hildebrandt
325,430
325,430
Julie Neitzel
265,943
265,943
Dr. Alan Schriesheim
318,374
318,374
Frank J. Schwitter
260,600
260,600
(1)
No stock options were granted to any non-employee director in fiscal 2023. As of October 31, 2023, the only non-employee director holding options was Dr. Schriesheim who held options for 144,893 shares of Common Stock (adjusted as necessary for all stock dividends and stock splits).
(2)
There were no above-market or preferential earnings on deferred compensation.
(3)
The aggregate value of perquisites and other personal benefits is less than $10,000 per non-employee director.
Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES.
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COMPENSATION DISCUSSION AND ANALYSIS
Because our compensation methods and their results have remained essentially the same during the past several years, this Compensation Discussion & Analysis (“CD&A”), which is submitted by the Compensation Committee of the Company’s Board of Directors (the “Committee”), is again substantially similar to the prior year’s CD&A. This CD&A should be read in conjunction with the compensation tables contained elsewhere in this proxy statement. References to our “named executive officers” in this CD&A are to the persons set forth in the compensation tables.
Our shareholders again expressed support for the Company’s compensation approach last year with an approval rate of approximately 92% of votes cast on the matter at our Annual Meeting in 2023 and approved, on an advisory basis, the compensation of our named executive officers. Our shareholders previously adopted an annual interval for “management say on pay.” Our existing compensation policies and decisions are consonant with our compensation philosophy and objectives discussed below and align the interests of our named executive officers with the Company’s short- and long-term goals.
Compensation Background Data
Substantial Growth
For over three decades, the Committee has applied the same deliberate and consistent principles which have succeeded in retaining and incentivizing our management over a long period of time. Accordingly, when setting compensation, the Committee considers the following key facts:
HEICO achieved 22% compound annual growth in Total Shareholder Return(1) from 1990 through October 31, 2023
HEICO achieved 18% compound annual net income growth from fiscal 1990 through fiscal 2023
HEICO achieved 15% compound annual sales growth from fiscal 1990 through fiscal 2023
HEICO achieved 19% compound annual cash flow from operations growth from fiscal 1990 through fiscal 2023
Page 4 helps frame the Committee’s decisions by displaying the net sales and net income growth for the past thirty-three years and the Total Shareholder Return which investors who held HEICO shares would have experienced over the past three years and the past thirty-three years (which includes the time since current management took office). This strong performance is a factor in the Committee’s decisions.
Key Compensation Views
What the Committee Believes
Compensation policies should be simple and clear for the Company, its shareholders and our executives
Complicated compensation methods designed to encourage or discourage specific actions are more likely to lead to unintended adverse consequences than they are to yield successful overall results
A fair and transparent compensation policy builds trust between the Company and its executives, which, in turn, fosters an ethical and honest business culture
Thus, the Committee focuses on the following three clear objectives
Compensate our executives fairly
Motivate our executives to honestly and ethically grow our Company’s profits, cash generation, revenues, and market capitalization over time, not just in the short term
Retain our executives while ensuring our ability to attract new ones as needed
(1)
Total Shareholder Return is the change in share price, as adjusted for stock splits and stock dividends, and all cash dividends, assuming reinvestment of those dividends in our Company’s shares.
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Compensation Approach Details
Follow a “common sense” approach to compensating our executives
Not based on theory or ornate concepts derived from academic study
Derived from the Committee members’ many years of actual business and practical experience in which they had to design compensation for their own employees
This approach and historical judgment have been very successful for HEICO, with the Company experiencing significant growth over a very long period and usually meeting its shorter-term goals each year
Both long and short-term performance are important
The Committee applied the same judgment in 2023 as in prior years
HEICO’s success and the Committee members’ continuous interaction with the named executive officers are overriding factors in the Committee’s compensation philosophy. Over approximately 33 years, the Board of Directors and Committee members worked with almost all the named executive officers and, a period in which, the Company’s sales grew from just over $26 million in fiscal 1990 to approximately $3.0 billion in fiscal 2023, while our net income from continuing operations grew from just below $2 million to approximately $404 million in the same period. Further, our compound annual growth rate in net sales and net income have equaled 15% and 18%, respectively, since 1990. During this time, our shareholders benefited significantly, as a $100,000 investment in HEICO stock at the time current management took over operation of the business became worth approximately $64.8 million as of October 31, 2023.
Important Considerations and Important Management Characteristics
During this lengthy period of strong performance, the Board of Directors and the Committee became well acquainted with each of the named executive officers and observed the following characteristics about our management team, which strengthened our trust in them and serves to confirm our judgment of how they should be compensated.
Loyalty to the Company, including times when such loyalty harmed the executives’ short-term personal interests
For example, during downturns, the executives favored continued substantial investment in research and product development, including during the COVID-19 Pandemic (the “Pandemic”), which had the effect of reducing their own potential short-term compensation, so that the Company would experience better medium- and long-term growth
During the Pandemic, our executive officers requested that their salaries be reduced
In prior downturns, which were all much milder than the Pandemic, our executive officers insisted on foregoing planned salary increases or bonuses
Management has been careful to maintain conservative debt levels to ensure the Company’s ability to finance acquisitions and growth, and to sustain unimpeded operations during times of severe global distress, such as the Pandemic when numerous commercial airlines filed for bankruptcy, but HEICO maintained a strong balance sheet
Our executive officers developed an ethical and honest culture based on serving our various stakeholders, which is known among our Team Members as the “HEICO Family” culture
As an example, even during a very challenging business year, HEICO made its typical full contribution to all eligible Team Members’ 401(k) retirement plan accounts at a time when many other companies reduced or eliminated them
Executive officers should feel they are being rewarded and recognized properly for their efforts and for their contributions to our Company’s growth
Other Important Factors We Consider
Current management holds a significant financial stake in the Company
Alternate personal business opportunities which our executives could easily pursue
Amounts and types of compensation which other companies pay to their executives
General economic conditions
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The complexity and risks of the executives’ current jobs
Stability from management’s longevity, which benefits employee and customer retention and which secures the HEICO Family culture
Compensation Elements
The Committee consistently breaks executive compensation into the following four primary categories:
Base Salary
Bonus
Stock Options
Retirement-Related/Long-Term Compensation
Further, we believe it is appropriate to allow executives certain modest perquisites as discussed later in this CD&A.
The Committee considers Base Salary, Cash Bonus (which is referred to as Non-Equity Incentive Compensation Plan in the Summary Compensation Table), Retirement-Related/Long-Term Compensation, Director Fees, Insurance Benefits and other perquisites to be cash-based compensation.
Determining Compensation Levels
Independent, third party consultants utilized
The consultants retained by the Committee are independent
They raise no conflict of interest concerns because they provide no other services to HEICO or its executives
The Committee utilizes independent third-party consultants to help us benchmark our compensation views against those of other companies. The consultants were selected based upon their historical use by the Committee and the Committee’s satisfaction with the consultants’ work product. Steven Hall & Partners provided our benchmark analysis of executive base salaries and bonuses paid to executives at other companies with some important characteristics similar to ours. The consultant’s benchmark was comprised of thirteen manufacturing companies, each with at least one significant characteristic similar to one of HEICO’s, such as revenues, market capitalization, profits or industry. The aerospace companies used in the benchmark analysis were: AAR Corp., Aerojet Rocketdyne Holdings, Inc., Barnes Group, Inc., CAE, Inc., Curtiss-Wright Corp., Hexcel Corp., Howmet Aerospace, Inc., Moog, Inc., Teledyne Technologies, Inc., TransDigm Group, Inc., Triumph Group, Inc., ViaSat, Inc. and Woodward, Inc.
Fulcrum Consulting provided the Committee with advice regarding the HEICO Corporation Leadership Compensation Plan (which is further discussed below) and provided the Committee with general advice on benefits policies and conducted actuarial studies for certain benefit plan contributions.
We do not believe that benchmark studies should be the only, or even the determinative, consideration, though they are helpful in providing partial fairness tests for both our Company and its executives and they help us evaluate whether our compensation methods are at least comparable to those of other companies
HEICO’s Board of Directors and management focuses on our profitability, cash flow from operating activities as defined by generally accepted accounting principles (“Cash Flow”) and market capitalization in the belief that these ultimately drive shareholder wealth, rather than by our revenues or number of employees relative to other firms
The Committee incentivizes profitability, Cash Flow and market capitalization growth
Benchmarking studies frequently relate to a company’s size in revenues or employment, instead of its profitability or profit margins
If we were to exclusively follow benchmark studies, we would pay our executives not for the Company’s income, but principally for its revenues and staff size, which would not incentivize our management to focus on the factors which we and they believe to be important, such as cash flow, net income, profits and margins, company culture, product line breadth and long-term focus. When we consider the benchmark data, we believe that our executive management team should be compensated in the higher percentile of companies reviewed because of the factors discussed above in this CD&A. The Committee continues to reserve discretion on whether or not to utilize and interpret the benchmark data. We also note that benchmark data can be flawed due to circumstances unique to other companies in a “peer group” and because there are no companies which exactly match the total mix of HEICO’s products, size and financial characteristics.
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Base Salary
The Committee determines base salary by considering:
Growth in our sales, income and cash flow
Historical pay levels
Our business’s complexity
The benchmark analyses previously discussed
The need to offer a fair and competitive base salary versus other income opportunities which executives might have
We also consider the fact that there are other elements in compensation which the Company does not offer to our executives and the compensation elements we do offer which are discussed below (e.g., bonus and retirement/long-term compensation amounts)
Bonus
At each fiscal year’s outset, our executive officers present to the Board of Directors a financial goal or budget for the year. The Committee believes that Messrs. Mendelson (Larry, Eric and Victor) and Mr. Macau should receive a bonus equal to roughly 200% of their eligible compensation if the Company meets a budgeted, meaningful growth goal. In 2023, the bonus required 10% growth in the following financial metrics (collectively referred to as the “Financial Metrics”) for fiscal year 2023 as compared to fiscal year 2022:
Adjusted net income attributable to HEICO (Adjusted Net Income)*
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)*
Cash flow from operating activities (“Operating Cash Flow”)
The Committee feels bonuses should be scaled to provide for partial payment if the minimum threshold is met but the full target is not met, so the Company’s incentive compensation plans provide for this. We also believe that a larger bonus should only be paid if the full target is exceeded; the bonus arrangement provided for such a formula along with a cap on all bonus potential.
Our goal is to provide incentives to management to meet both short and long-term objectives, to be competitive with other income generating opportunities our executives might have and to treat them fairly at all times. We note that our executive officers requested that they receive no bonuses in periods where financial performance failed to meet budgeted goals, even if we grew significantly during the relevant period.
Before setting targets, the Committee also reviews benchmarks and other data provided by our compensation consultants. The Committee also considers the fact that numerous other management-level employees at HEICO are offered bonus opportunities equal to 100% or more of their eligible compensation if their operations meet certain targets and the Committee likes this approach's consistency.
Consistent with our prior practice, the Committee established minimum and maximum target bonus levels for four of the named executives for fiscal 2023. Our Net income attributable to HEICO, EBITDA and Operating Cash Flow targets (collectively referred to as the “Bonus Targets”) in fiscal year 2023 were $386,843,000, $653,116,000 and $514,642,000, respectively, a 10% increase over these Financial Metrics in fiscal year 2022. Recognizing that any increase in these Financial Metrics deserves recognition, but that lower than targeted results deserves less than the targeted bonus, the Committee reduces the bonus from target by 10.0% for every percent that these Financial Metrics were below the target. Conversely, if these Financial Metrics were greater than targeted, the executives’ bonuses could be increased by slightly less than half of the rate by which the bonuses decrease if these Financial Metrics were below the target, or 2.0%, for every percentage point increase in the actual Financial Metrics above the targeted amount. Please see our “Grants of Plan-Based Awards” table below for our threshold, target and maximum rewards levels under the HEICO Corporation 2018 Incentive Compensation Plan (the “2018 Plan”).
Our actual Financial Metrics in fiscal year 2023 increased (decreased) by 10.6%, 16.1% and (12.8%), respectively, over Bonus Targets and were $427,888,000, $758,310,000 and $448,735,000, respectively. Accordingly, since our actual Financial Metrics exceeded our Bonus Targets, on a weighted basis, the non-equity incentive compensation amounts set forth in the compensation tables below were paid to the named executive officers. The targets were not changed during the year.
Additionally, during fiscal 2023, the Committee approved a cash incentive award for HEICO’s Chairman of the Board and Chief Executive Officer, Laurans A. Mendelson, whereby he would receive a fixed amount of $815,000 cash should our Net income attributable to HEICO in
*
Please see Annex A for a reconciliation of our non-GAAP financial measures.
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fiscal 2023 grow by 5% over our Net income attributable to HEICO in fiscal 2022. Our actual Net income attributable to HEICO in fiscal 2023 grew by approximately 15% over our Net income attributable to HEICO in fiscal 2022 and therefore the cash incentive is included within Laurans A. Mendelson’s non-equity incentive plan compensation amount set forth in the compensation table below.
Stock Options
Stock options align the shareholders’ and option holders’ interests because the option holders do not receive any gain from their options unless the shareholders experience a gain because HEICO’s share price increases
In order for the Common Stock options issued to the named executive officers in fiscal 2023 to achieve the value set forth in the Summary Compensation Table, HEICO’s Common Stock must rise by approximately $69.54, or 43%, from the grant date closing market price
In order for the Class A Common Stock options issued to the named executive officers in fiscal 2023 to achieve the value set forth in the Summary Compensation Table, HEICO’s Class A Common Stock must rise by approximately $57.21, or 44%, from the grant date closing market price
Stock options issued to the named executive officers in fiscal 2023 equal less than 1% of our shares outstanding if all of the options are eventually exercised
Stock options are very important to some executives
Retirement-Related/Long-Term Compensation
We believe our employees, including the named executive officers, should generate retirement funds to ensure that they are not focused on alternative business activities to supplement their incomes
We want HEICO to remain competitive with compensation offered by other employers
We wish to demonstrate good faith to our named executive officers by proactively offering them benefits which are typical in the industry or common among benchmark companies before they have to ask for them
This fosters an environment of mutual trust between the Board of Directors and our employees, including the named executive officers, and serves to enhance the HEICO family culture
As has been the case in past years, federal tax laws limited the permitted benefits in 2023 to our named executive officers in our 401(k) Plan to a matching rate that was actually less than most of our other employees. Accordingly, our named executive officers were prevented from receiving the maximum percentage benefits available to many other employees under the 401(k) Plan
Since 1985, HEICO has offered its 401(k) Plan to nearly all of our U.S. employees, including our executive officers. As of October 31, 2023, approximately 7,900 current and former employees participated in the 401(k) Plan. Under the 401(k) Plan, employees may elect to defer a portion of their cash compensation into an account within the 401(k) Plan. The amount each employee defers is then matched at a certain rate by HEICO in cash or HEICO stock. Based upon recommendation by management, the Committee approves the matching rate that each of our subsidiaries contributes and the full Board ratifies that rate.
In 2006, the Board approved the HEICO Corporation Leadership Compensation Plan (the “LCP”), which is a nonqualified deferred compensation plan that conforms to Section 409A of the Internal Revenue Code. The LCP is currently available to approximately 570 HEICO employees (and to the Board members). It provides that the participating employees may contribute a portion of their compensation to the LCP and that HEICO will match salary contributions at a specified fraction of each employee’s salary contribution. The matching rate is established by the Committee and ratified by the Board of Directors. In addition, the Committee and Board of Directors retained discretion to contribute additional amounts to each participant’s account in the LCP. As was the case in the prior years, in fiscal 2023, we made the contribution set forth in the compensation tables corresponding to the named executive officers in an effort to “catch up” for retirement benefits not paid to them prior to fiscal 2007. The recommendation from our compensation consultants utilized in part to determine benefit levels were based on the years of service to HEICO by the executives, their ages and their statistically estimated proximity to retirement. Based upon the recommendation of the Committee’s compensation consultants, the contribution to the account of Laurans A. Mendelson was substantially larger than those paid to the other named executive officers as a result of his age and years of service.
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Perquisites
Most of our named executive officers and certain other executives who utilize their automobiles, at least in part, for company business have been offered either automobiles or automobile allowances. This practice has been in place for approximately 34 years. To the extent that they use their automobiles for non-company business, they receive a personal benefit which is reported as a taxable benefit. In addition, we pay for life insurance for some of our named executive officers consistent with past practices.
The Committee benchmarking analyses and the Committee members’ own experience have led the Committee to conclude these types and amounts of perquisites to be appropriate and customary for executive officers with many other companies.
Management Involvement
It is the Committee’s practice to have our Senior Executive Vice President and our Chief Executive Officer work with our compensation consultants to verify benchmarks on other companies’ practices and, where appropriate, provide updated suggestions for compensation methods. The Committee relied on the independent compensation consultants and management to finalize the benchmark indexes and to exchange information. The Committee then studies and analyzes such information and directs involved management to provide further information as needed, but the Committee retains all discretion over compensation of the Company’s named executive officers, as well as the hiring or termination of all consultants.
Other Compensation Issues
Although approximately 65% of the named executive officers’ compensation was long-term (which consists of stock options, 401(k) Plan and LCP compensation), because the Committee believes it should apply its own judgment and sense of fairness in setting compensation levels, it does not use set formulas to allocate between long-term and currently paid out compensation. The Committee applies this philosophy to the breakdown between cash and non-cash compensation in order to maintain flexibility to incentivize and recognize management based upon their qualitative interactions with us and other shareholders.
What We Evaluate in Setting Policies and Making Compensation Decisions
Cash Flow
Net Income
Operating Income
Revenues
Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)
Whether the company met both quantitative and qualitative goals
Management’s ethical conduct and adherence to our HEICO family culture
Management’s adherence to corporate policies
Management’s efforts
Management’s work ethic
Our reputation with various stakeholders
Difficulty in managing the business
Our historical performance
Whether failure to meet any goals was the result of completely external factors or management errors
Economic and other external conditions
Acquisitions
Other considerations deemed important from time-to-time
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Given the Company’s consistently strong results and the fact that we were able to observe the executives during that time and before that time, we believe that these items above were favorably impacted by the executives and this played a role in our compensation decisions.
Because we want to encourage all of our executive officers to work together as a team and to discourage them from considering their contribution individually, we do not exclusively consider each executive officer’s contribution to our performance or otherwise attempt to break out a value for it. We do not specifically analyze the relationship between compensation of our executive officers and other employees (which is sometimes referred to as “pay equity” analysis). We have “clawback” policies which require repayment of compensation as is required by law or regulation. Given that we have not had to restate results of which prior compensation decisions were made, our policies do not extend beyond those contained in laws or other regulations regarding compensation adjustment or recovery. In the event that such a situation does arise, the Committee believes it has adequate remedies and will address it in accordance with applicable laws or regulations as it determines appropriate at that time. The Committee does not separately consider how much compensation amounts are realizable from prior compensation; however, those are factors which the Committee views in the total mix of information when setting compensation. The Committee does, however, consider the impact that our accounting policies have on our overall performance in both cash utilization and accounting terms.
While the Committee considers that our named executive officers hold and have held significant amounts of our stock for decades, we do not require them to own a specific amount of our stock. Our policies direct that members of HEICO’s Board of Directors should purchase HEICO shares equivalent to approximately 58% of their annual Board of Directors retainer. Three of our named executive officers are members of our Board of Directors and all of them have followed that policy. The Committee views ownership of HEICO shares as a commitment to the Company and believes that it should be encouraged.
The named executive officers who also serve on the Company’s Board of Directors receive compensation for their services as Directors commensurate with the independent directors. We believe that this policy, which has been in place for approximately 34 years, is appropriate given the risks and efforts attendant with service on the Board of Directors.
Compensation Risks
Management and the Board of Directors, including the Compensation Committee, consider and discuss the risks inherent in our business, as well as the design of our compensation plans, policies and programs that are intended to further our business objectives. Given the nature of our business, and the material risks we face, we believe that our compensation plans, policies and programs are not reasonably likely to give rise to risk that would have a material adverse effect on our business. We also believe that the mix and design of the elements of our executive compensation do not encourage management to assume excessive risks. Our compensation programs and decisions include qualitative factors which restrain excessive risk taking by management.
Anti-Hedging Policy
HEICO does not have any formal practices or policies regarding the ability of its employees, officers and directors to engage in hedging transactions relating to HEICO stock.
The following report of the Compensation Committee does not constitute soliciting materials and should not be deemed filed or incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate the report by reference in any such filing.
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by item 402(b) of Regulation S-K. Based on our review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy Statement and be incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023.
Respectfully submitted by the Compensation Committee of the Company’s Board of Directors: Mark H. Hildebrandt (Chairman), Julie Neitzel and Dr. Alan Schriesheim.
graphic
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following table provides the compensation earned by our Chief Executive Officer, Chief Financial Officer and each of the three other most highly compensated executive officers of the Company or its subsidiaries (collectively, the “Named Executive Officers”) during fiscal 2023, 2022 and 2021.
<
Name and Principal Position
Fiscal
Year
Salary(1)
Bonus
Option
Awards(2)
Non-Equity Incentive
Plan Compensation(3)
Non-qualified
Deferred
Compensation
Earnings(4)
All Other
Compensation(5)
Total
Laurans A. Mendelson
Chairman of the Board and Chief Executive Officer
2023
$1,330,255
$
$5,946,950
$5,314,712
$—
​$2,855,584
​$15,447,501
2022
1,267,940
5,007,531
2,831,820
9,107,291
2021
1,145,753
5,091,913
2,793,865
9,031,531
Carlos L. Macau, Jr.
Executive Vice President and Chief Financial Officer
2023
822,582
3,285,455
1,721,803
1,117,672
6,947,512
2022
784,015
972,255
621,747
2,378,017
2021
708,458
2,264,500
916,838
784,836
4,674,632
Eric A. Mendelson
Co-President, HEICO Corporation; President and Chief Executive Officer of the HEICO Flight Support Group
2023
1,168,367
9,138,663
2,445,587
1,813,614
14,566,231
2022
1,113,669
1,381,074
1,101,753
3,596,496
2021
1,006,353
6,395,000
1,302,355
1,327,401
10,031,109
Victor H. Mendelson
Co-President, HEICO Corporation; President and Chief Executive Officer of the HEICO Electronic Technologies Group
2023
1,168,367
9,138,663
2,445,587
1,815,503
14,568,120
2022
1,113,669
1,381,074
1,099,633
3,594,376
2021
1,006,353
6,395,000
1,302,355
1,018,620
9,722,328
Steven M. Walker
Chief Accounting Officer
2023
373,435
400,000
380,745
44,739
1,198,919
2022
355,970
350,000
286,510