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Red Flags Detected

  • Departure of CEO (new) — Current CEO Russell Ford is retiring effective October 1, 2026 after informing the board of his decision.
NYSE: SARO StandardAero, Inc. 8-K

StandardAero CEO Russell Ford retiring Oct 2026, board appoints Paul McElhinney as successor

Filed June 2, 2026 · Period ending June 1, 2026 · ~1 min read

5 key changes 2 high relevance 1 red flag 2 sections

Key Changes

  • high

    CEO Russell Ford retiring effective October 1, 2026 after leading the company; will serve as Executive Chairman through year-end to facilitate transition before stepping down as Chairman January 1, 2027.

  • high

    Board appointed Lead Independent Director Paul McElhinney, a 35-year industry veteran, as new CEO effective October 1, 2026 with $1.1M salary, 125% target bonus, and $20M in equity grants vesting over four years.

  • medium

    McElhinney's severance package includes 1.5x salary plus bonus if terminated without cause, increasing to 2.0x in connection with a change of control within 24 months.

  • low

    Ford will receive 2026 bonus based on actual performance; unvested RSUs and options will fully vest upon December 31, 2026 separation, while restricted shares continue vesting as if employed.

  • low

    Company reaffirmed full year 2026 financial guidance previously released May 7, 2026 with no changes, signaling confidence in business trajectory despite leadership transition.

Summary

StandardAero announced a planned CEO transition with Russell Ford retiring October 1, 2026 and being replaced by Paul McElhinney, the company's current Lead Independent Director and a 35-year aerospace industry veteran. Ford will remain as Executive Chairman through year-end 2026 to ensure a smooth handoff before stepping down as Chairman on January 1, 2027.

The company simultaneously reaffirmed its full-year 2026 financial guidance, suggesting management views the transition as orderly rather than crisis-driven. McElhinney's compensation package totals over $20 million in initial equity grants plus a $1.1 million base salary and 125% target bonus, reflecting the board's commitment to securing experienced leadership.

His contract includes standard change-of-control protections with enhanced severance (2.0x salary and bonus) if terminated within 24 months of an acquisition. Ford receives accelerated vesting on his equity awards as part of his retirement package. Retail investors should monitor whether McElhinney's industry experience translates to operational continuity when he takes the helm in October. The key test will be the company's ability to meet its 2026 guidance through the transition and whether McElhinney articulates a clear strategic vision in his first earnings call as CEO.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~1,500 words

StandardAero announced CEO transition: Russell Ford retiring Oct 2026, replaced by Lead Independent Director Paul McElhinney with $1.1M salary.

4 Added
Added CEO transition high

Added in current filing · verify on EDGAR →

On June 2, 2026, StandardAero, Inc. (the “Company”) announced that the Board of Directors (the “Board”) appointed Paul McElhinney, a 35-year industry veteran and the Company’s current Lead Independent Director, as Chief Executive Officer, effective as of October 1, 2026 (the “CEO Transition Date”). Mr. McElhinney succeeds Russell Ford, who informed the Board of his decision to retire as Chief Executive Officer, effective as of the CEO Transition Date, and as Chairman of the Board, effective as of January 1, 2027 (the “Chairman Transition Date”).

StandardAero is transitioning leadership with Paul McElhinney, the current Lead Independent Director and 35-year industry veteran, becoming CEO on October 1, 2026. He replaces Russell Ford, who is retiring as CEO on that date and will step down as Chairman on January 1, 2027. Ford will serve as Executive Chairman through year-end 2026 to facilitate the transition.

Added New CEO compensation medium

Added in current filing · verify on EDGAR →

The Employment Agreement provides that Mr. McElhinney will receive an initial annual base salary of $1,100,000 and an annual performance bonus opportunity targeted at 125% of his base salary (which will be pro-rated for 2026). In connection with the entry into the Employment Agreement, Mr. McElhinney will receive (i) an option (the “Option”) under the Company’s 2024 Incentive Award Plan (as amended and/or restated, the “Plan”) to purchase a number of shares of the Company’s common stock equal to (x) $15,000,000 divided by (y) the per share fair market value of the Company’s common stock on the date of grant, as determined in accordance with the Plan (“FMV”), at an exercise price per share equal to the FMV on the date of grant, which is scheduled to vest in four equal annual installments following the CEO Transition Date, and (ii) a number of restricted stock units (the “RSUs”) equal to (x) $5,000,000 divided by (y) the FMV on the date of grant, which are scheduled to vest in four equal annual installments following the CEO Transition Date.

McElhinney's compensation package includes $1.1 million base salary, 125% target bonus, $15 million in stock options, and $5 million in restricted stock units (both vesting over four years). He will also receive annual equity awards starting 2027 targeted at 500% of base salary, plus a $1 million sign-on bonus and relocation assistance.

Added New CEO severance terms medium

Added in current filing · verify on EDGAR →

Under the terms of the Employment Agreement, in the event of a termination by the Company other than for cause or by Mr. McElhinney for good reason (or if the Employment Agreement is terminated by the Company prior to the CEO Transition Date without cause), each as defined in the Employment Agreement (a “Qualifying Termination”), Mr. McElhinney will be entitled to receive the following payments and benefits: (i) a cash payment equal to 1.5 times the sum of (x) his then-current base salary and (y) his then-current target annual bonus (the “Cash Payment”), payable in a single lump sum; (ii) a prorated annual bonus for the year in which the termination occurs, calculated based on actual achievement of applicable performance goals; and (iii) Company-paid premiums for up to 18 months of continued medical, dental or vision coverage pursuant to COBRA, if elected. The Employment Agreement provides that, upon a Qualifying Termination that occurs within 24 months following, or six months prior to (and in connection with) a change in control, the Cash Payment shall be increased to 2.0 times the sum of Mr. McElhinney’s then-current base salary and his then-current target annual bonus.

McElhinney's employment agreement includes severance of 1.5x base salary plus target bonus if terminated without cause or for good reason, increasing to 2.0x in connection with a change of control. He also receives prorated bonus, 18 months of health coverage continuation, and accelerated equity vesting under certain termination scenarios. The agreement has a five-year initial term with automatic one-year renewals.

Show 1 minor / wording change
Added Outgoing CEO transition benefits low

Added in current filing · verify on EDGAR →

The Transition Agreement provides that Mr. Ford will remain eligible to receive an amount in cash equal to the annual bonus for 2026, calculated based on actual performance and payable in a lump sum at the time annual performance bonuses for 2026 are paid to other executives. Additionally, the Company agreed to amend the terms of incentive equity awards previously granted to Mr. Ford as follows: (i) each outstanding and unvested award of restricted shares previously granted to Mr. Ford shall, to the extent outstanding and unvested as of the Separation Date, remain outstanding and eligible to vest following Mr. Ford’s termination as if he remained employed; and (ii) each award of restricted stock units and options to purchase shares of the Company’s common stock, in each case previously granted to Mr. Ford, shall, to the extent outstanding and unvested as of the Separation Date, become fully vested upon the Separation Date.

Russell Ford will receive his 2026 annual bonus based on actual performance. His unvested restricted shares will continue to vest post-retirement as if he remained employed, while his unvested RSUs and stock options will fully vest immediately upon his December 31, 2026 separation date. These benefits require his continued employment through year-end and compliance with non-compete restrictions.

Event · Item 7.01 — Regulation FD Disclosure

~500 words

Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.

1 Added
Show 1 minor / wording change
Added Guidance confirmation low

Added in current filing · verify on EDGAR →

As of June 2, 2026, the Company confirms its full year 2026 guidance previously released on May 7, 2026.

StandardAero reaffirmed its full year 2026 financial guidance without any modifications. This is a routine Regulation FD disclosure indicating management's confidence that the company remains on track to meet previously communicated expectations. No new financial targets or changes were announced.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify