Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 9, 2017, Ron Wainshal of Aircastle Limited (the Company), informed the Companys Board of Directors (the
Board) that he has concluded he needed to completely focus on his health and would be resigning from the Board. Mr. Wainshal was Chief Executive Officer but has been on a medical leave of absence since January 2017.
As a result, on June 9, 2017, the Board appointed Michael J. Inglese, currently Chief Financial Officer and Acting Chief Executive Officer of the
Company, to succeed Mr. Wainshal as Chief Executive Officer. The Board also appointed Mr. Inglese to serve as a Class I director until the Annual General Meeting of Shareholders in 2019 or until his office shall otherwise be vacated
pursuant to the Companys
Bye-Laws.
Mr. Inglese has served as Acting Chief Executive Officer since Mr. Wainshal began his medical leave of absence in January 2017. Additionally, the Board has
appointed Aaron Dahlke, currently Chief Accounting Officer of the Company, to succeed Mr. Inglese as Chief Financial Officer. Mr. Dahlke will continue to serve as Interim Chief Accounting Officer of the Company until his successor is
identified. These management changes are effective immediately.
On June 9, 2017, the Board, pursuant to the Shareholder Agreement, dated
June 6, 2013, by and between the Company and Marubeni Corporation (as amended), also appointed Takayuki Sakakida, to replace Ryusuke Konto, who resigned from the Board as of such date, as a Class III director until the Annual General
Meeting of Shareholders in 2018 or until his office shall otherwise be vacated pursuant to the Companys
Bye-Laws.
For information regarding the Shareholder Agreement, please review the relevant
disclosures in the Companys 2014 Proxy Statement, filed with the Securities and Exchange Commission (the SEC) on April 8, 2014 and the Companys 2017 Proxy Statement, filed with the SEC on April 5, 2017, which
disclosures are incorporated by reference herein.
Mr. Inglese, 56, has served as Chief Financial Officer of the Company since April 2007. Prior to
joining the Company, Mr. Inglese served as an Executive Vice President and Chief Financial Officer of PanAmSat Holding Corporation, where he served as Chief Financial Officer from June 2000 until the closing of PanAmSats sale to Intelsat
in July 2006. Mr. Inglese joined PanAmSat in May 1998 as Vice President, Finance after serving as Chief Financial Officer for DIRECTV Japan, Inc. He is a Chartered Financial Analyst who holds a BS in Mechanical Engineering from Rutgers
University College of Engineering and his MBA from Rutgers Graduate School of Business Management.
Mr. Dahlke, 48, became our Chief Accounting
Officer in June 2005. Prior to that, Mr. Dahlke was Vice President and Controller of Boullioun Aviation Services Inc. from January 2003 to May 2005. Prior to Boullioun, Mr. Dahlke was at ImageX.com, Inc. and Ernst & Young LLP. He
received a B.S. in Accounting from California State University, San Bernardino. He is a Certified Public Accountant.
Mr. Wainshal and the Company
will be finalizing the duration of his medical leave, together with other compensatory and severance details, over the next several weeks. The Company will file an amendment to this Form
8-K
to describe any
additional compensation elements related to this transition.
A copy of the Companys press release announcing the resignations of Messrs. Wainshal
and Konto and the appointments of Messrs. Inglese, Dahlke and Sakakida is attached hereto as Exhibit 99.1.