AAR CORP 8-K

What Happened
AAR CORP (AIR) filed an 8-K reporting that Dylan Wolin, age 49, was appointed Senior Vice President and Chief Financial Officer effective February 23, 2026. The company also said Sarah L. Flanagan will step down as Interim CFO and continue as Vice President, Financial Operations. A press release announcing the appointment was issued on February 11, 2026.

Key Details

• Effective date: February 23, 2026; press release dated February 11, 2026.
• Fiscal 2026 pay: $500,000 annual base salary (prorated from the effective date) and a $300,000 sign‑on bonus payable 30 days after the effective date (repayable in full if Mr. Wolin voluntarily quits without good reason or is terminated for cause within one year).
• Incentives: Included in Fiscal 2026 short‑term incentive plan with prorated cash bonus opportunities — threshold = 50% of prorated base, target = 100%, maximum = 200%.
• Long‑term equity: Time‑based restricted stock awards valued at $840,000 (Replacement RSAs) vesting 25% on each of the first and second anniversaries and the remainder on the third anniversary, subject to plan terms and continued employment.
• Background: Mr. Wolin most recently served at Federal Signal Corporation (Aug 2024–Feb 2026) and previously held corporate development and finance roles at AAR (2017–2024) and Boeing (2008–2017). No related‑party or family relationships disclosed.

Why It Matters
This change establishes a permanent CFO and clarifies AAR’s financial leadership ahead of the close of Fiscal 2026. The compensation package (salary, sign‑on bonus, upside cash incentives, and multi‑year equity) is designed to align and retain the new CFO, and it introduces near‑term cash/salary costs plus future equity vesting that may affect dilution. Investors should note the repayment condition on the sign‑on bonus, the wide range of potential cash bonus payout (50%–200% of prorated salary), and that the company publicly disclosed the appointment.