Aar Corp. · NYSE:AIR

Aar — Proxy Contest (August 2026)

18 slides from Aar's proxy contest presentation, Aug 10, 2026

  1. Slide 1: Governance Investor Presentation | August – September 2026

    © 2026 AAR CORP. All rights reserved worldwide Commercial | Government Parts. Repair. Software. The aviation aftermarket platform. Governance Investor Presentation | August – September 2026

  2. Slide 2: Additional Information

    Additional Information Important Additional Information and Where to Find It We have filed a definitive proxy statement on Schedule 14A and proxy card with the Securities and Exchange Commission (“SEC”) in connection with the solicitation of proxies for our 2026 Annual Meeting of Stockholders to be

  3. Slide 3: The Independent Leader in the Aviation Aftermarket

    Helping customers increase efficiency and reduce costs while maintaining high levels of quality, service, and safety The Independent Leader in the Aviation Aftermarket $3.3B FY 2026 Sales $401M FY 2026 Adj. EBITDA AIR NYSE Listed Since 1980 ~8,000 Team members Commercial Government U.S./Canada EMEA

  4. Slide 4: Executive Summary

    Executive Summary 1 Our best - in - industry leadership team is executing on a clear strategy focused on customer success, driving continued growth and long - term value creation Our strong governance profile, including incorporating stockholder feedback into Board and Committee discussions regardin

  5. Slide 5: Experienced Leadership Team Executing Our Strategy

    Deep industry expertise and focus on the customer experience Experienced Leadership Team Executing Our Strategy © 2026 AAR CORP. All rights reserved worldwide 5 Andy Schmidt SVP, Software 11 years with AAR 35 years industry experience Dylan Wolin SVP and Chief Financial Officer 7 years with AAR 19 y

  6. Slide 6: Total Shareholder Return

    Total Shareholder Return © 2026 AAR CORP. All rights reserved worldwide 6 +172% +14% +80% +100% Five - Year Relative TSR 1 Relative returns outpacing peers and broader indices 1. TSRs measured for stated interval ended 5/31/2026 2. Composite of TSR peers as defined in Proxy Statement: AAL, ALGT, ALK

  7. Slide 7: Board Nominees and Continuing Directors are Qualified and Engaged

    Board Nominees and Continuing Directors are Qualified and Engaged © 2026 AAR CORP. All rights reserved worldwide 7 Peter Pace General, U.S. Marine Corps (Ret.); Former Chairman of the Joint Chiefs of Staff (2011) Marc J. Walfish Lead Independent Director Founding Partner, Merit Capital Partners (200

  8. Slide 8: Board Nominees and Continuing Directors are Aligned with AAR's Future

    Board Nominees and Continuing Directors are Aligned with AAR’s Future Skills and experience tied to our business and strategy © 2026 AAR CORP. All rights reserved worldwide 8 Michael R. Boyce John W. Dietrich Jeffrey N. Edwards John M. Holmes Robert F. Leduc Ellen M. Lord Billy J. Nolen Peter Pace J

  9. Slide 9: Corporate Governance Highlights

    Corporate Governance Highlights Tailored corporate governance practices to fit culture, strategy and performance © 2026 AAR CORP. All rights reserved worldwide 9 9 years 66 10 11 Average tenure of directors Average age of directors independent directors directors Ethics hotline policy Related person

  10. Slide 10: Safety and Sustainability

    Advancing our culture and commitments Safety and Sustainability © 2026 AAR CORP. All rights reserved worldwide 10 • Safety Culture . Living our “Quality first. Safety always.” value, we remain steadfast in our commitment to continually advance our safety culture • We became the first independent thi

  11. Slide 11: Executive Compensation Highlights

    Executive Compensation Highlights Best practices approach © 2026 AAR CORP. All rights reserved worldwide 11 What We Do Not Do What We Do No tax gross - ups No repricing of stock options No dividends or dividend equivalents paid on stock or stock unit awards unless vesting conditions are met Annual s

  12. Slide 12: Fiscal Year 2027 CEO Award

    Designed to align with stockholder interests and promote retention Fiscal Year 2027 CEO Award © 2026 AAR CORP. All rights reserved worldwide 12 • In July 2026, our Human Capital and Compensation Committee granted 161,500 shares of performance - based restricted stock with 5 - y ear cliff vesting to

  13. Slide 13: © 2026 AAR CORP. All rights reserved worldwide 13

    © 2026 AAR CORP. All rights reserved worldwide 13

  14. Slide 14: Appendix A

    APPENDIX A © 2026 AAR CORP. All rights reserved worldwide 14

  15. Slide 15: Emphasis on Performance-Based Compensation

    Principal elements of our Fiscal Year 2026 executive compensation program Emphasis on Performance - Based Compensation © 2026 AAR CORP. All rights reserved worldwide 15 Compensation element Form of compensation Performance period Performance measures Purposes of the compensation element Base salary

  16. Slide 16: Responsive to Stockholder Feedback

    Lasting enhancements made to executive compensation program Responsive to Stockholder Feedback © 2026 AAR CORP. All rights reserved worldwide 16 HOW WE RESPONDED (FOR FISCAL YEAR 2024 AND BEYOND)… WHAT WE HEARD (FISCAL YEARS 2022 – 2023) We eliminated the qualitative component of awards under the sh

  17. Slide 17: Appendix B

    APPENDIX B © 2026 AAR CORP. All rights reserved worldwide 17

  18. Slide 18: Adjusted EBITDA

    Adjusted EBITDA © 2024 AAR CORP. All rights reserved worldwide. 18 © 2026 AAR CORP. All rights reserved worldwide Non - GAAP Financial Measure Full Full ($ in millions) Q1 Q2 Q3 Q4 Year Q1 Q2 Q3 Q4 Year Q1 FY26 Q2 FY26 Q3 FY26 Net income (loss) $18.0 ($30.6) ($8.9) $34.0 $12.5 $34.4 $34.6 $68.0 $50.

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