HEICO Corporation
HEICO CORP (Form: DEF 14A, Received: 02/10/2017 17:28:54)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant  ¨
 
Check the appropriate box:
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Preliminary Proxy Statement
 
 
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Definitive Proxy Statement
 
 
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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)
 
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(1)
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(2)
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(3)
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
 
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HEICO CORPORATION
3000 Taft Street, Hollywood, Florida 33021
____________
 
Notice of Annual Meeting of Shareholders
To Be Held March 17, 2017
JW Marriott Miami
1109 Brickell Avenue
Miami, FL  33131

The Annual Meeting of Shareholders of HEICO Corporation (the “Annual Meeting”), a Florida corporation, will be held on Friday, March 17, 2017 at 10:00 a.m., Eastern Daylight Time, at the JW Marriott Miami, 1109 Brickell Avenue, Miami, Florida 33131, for the following purposes:

1.
To elect a Board of Directors for the ensuing year;

2.
To hold an advisory vote on executive compensation;

3.
To hold an advisory vote on the frequency of holding future advisory votes on executive compensation;

4.
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2017; and

5.
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 13, 2017 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. You may revoke your proxy either by a written notice to HEICO or in person at the Annual Meeting or by a later dated proxy that is received in sufficient time by HEICO prior to the Annual Meeting.
 

 
BY ORDER OF THE BOARD OF DIRECTORS
 
 
 
Laurans A. Mendelson
 
Chairman of the Board and
 
Chief Executive Officer
 
February 10, 2017

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 17, 2017

The accompanying Proxy Statement and the 2016 Annual Report on Form 10-K are available at:
http://www.heico.com
 
YOUR VOTE IS IMPORTANT






HEICO CORPORATION
3000 Taft Street, Hollywood, Florida 33021
____________
 
PROXY STATEMENT
____________
 
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”) to be held at the JW Marriott Miami, 1109 Brickell Avenue, Miami, Florida 33131, on Friday, March 17, 2017 at 10:00 a.m. Eastern Daylight Time. If you plan to attend the Annual Meeting, you can obtain directions to the JW Marriott Miami from the hotel’s website at http://www.marriott.com/hotels/maps/travel/miajw-jw-marriott-miami. This Proxy Statement and form of proxy are first being mailed to shareholders on or about February 15, 2017.
 
At the Annual Meeting, the shareholders will be asked to (1) elect a Board of Directors for the ensuing year; (2) hold an advisory vote on executive compensation; (3) hold an advisory vote on the frequency of holding future advisory votes on executive compensation; (4) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2017; and (5) vote on any other business as may properly come before the meeting or any adjournments thereof.
 
The Board of Directors of HEICO urges you to promptly date, sign and mail your proxy, or to use the telephone or Internet voting systems set forth in the proxy, in the form enclosed with this Proxy Statement, to make certain that your shares are voted at the Annual Meeting. Proxies enclosed, or in other acceptable forms, that are received in time for the Annual Meeting will be voted. However, 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.
 
If your proxy is received in time for the Annual Meeting, it will be voted in the manner specified by you in the proxy. If you do not specify a choice, the proxy will be voted as indicated in the form of proxy.
 
We will bear the expense of soliciting proxies in the accompanying form. Solicitations will be by mail and in some cases by telephone and/or email, and our directors, officers and regular employees may solicit proxies personally or by telephone, telegram or special letter. Our directors, officers and regular employees will receive no compensation in connection with the solicitation of proxies. We will also employ D. F. King & Co., 48 Wall Street, New York, New York 10005, to assist in soliciting proxies for a fee of $10,000 plus related out-of-pocket expenses.
 
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 13, 2017 (the record date) will be entitled to vote at the Annual Meeting. On that date, there were outstanding 26,971,792 shares of Common Stock, each entitled to one vote, and 40,354,666 shares of Class A Common Stock, each entitled to 1/10 th vote per share.
 
Voting Requirements
 
The presence, in person or by proxy, of the holders of a majority of the voting power of the shares of all classes of HEICO’s common stock entitled to vote shall constitute a quorum at the Annual Meeting. If a quorum is present, the affirmative vote of a majority of the voting power of the shares of all classes of HEICO’s common stock represented in person or by proxy and entitled to vote with respect to any subject matter put forward at the meeting, as detailed in this Notice of Annual Meeting of Shareholders dated February 10, 2017, shall be the act of the shareholders.




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A proxy submitted by a shareholder may indicate that all or a portion of the shares represented by such proxy are not being voted by such shareholder with respect to a particular matter (“non-voted shares”). This could occur, for example, when a broker is not permitted to vote shares held in “street name” on certain matters in the absence of instructions from the beneficial owner of the shares. Non-voted shares with respect to a particular matter will be counted for purposes of determining the presence of a quorum but will not be counted as shares present and entitled to vote on such matter for purposes of voting, and therefore, will have no effect on matters brought to a vote at the Annual Meeting. Under New York Stock Exchange ("NYSE") rules, a broker does not have the discretion to vote on the election of directors, an advisory vote on executive compensation or on the advisory vote on the frequency of future advisory votes on executive compensation. Shares voted to abstain as to a particular matter will be counted for purposes of determining the presence of a quorum and will count as a vote against such matter.

Under the terms of the HEICO Savings and Investment Plan (the “401(k) Plan”), all shares allocated to the accounts of participating employees will be voted or not voted by the trustee of the 401(k) Plan as directed by written instructions from the participating employees, and allocated shares for which no instructions are received and all unallocated shares will be voted by the trustee of the 401(k) Plan in the same proportion as the shares for which instructions are received. Voting instruction cards are being mailed to all participants in the 401(k) Plan. If a participant also owns shares outside the 401(k) Plan, the participant must return both the proxy card and the voting instruction card as indicated on those cards in order to cause all of their shares to be voted in accordance with their instructions. To be assured that the trustee will receive voting instruction cards on a timely basis, voting instruction cards for shares in the 401(k) Plan must be duly signed and received no later than March 10, 2017. The total number of shares in the 401(k) Plan as of the record date represents approximately 3.9% of the voting power of all classes of common stock outstanding as of the record date and entitled to vote at the Annual Meeting.
 
Internet Availability of Proxy Materials and Annual Report
 
This Proxy Statement and our 2016 Annual Report 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.




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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 13, 2017 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)
 
4,796,005

 
16.96
%
 
964,999

 
2.39
%
Dr. Herbert A. Wertheim (4)
 
2,773,867

 
10.28
%
 
2,764,150

 
6.85
%
Janus Capital Management LLC (5)
 

 

 
4,527,418

 
11.22
%
Vanguard Group, Inc. (6)
 

 

 
2,563,326

 
6.35
%
Riverbridge Partners LLC (7)
 
1,379,958

 
5.12
%
 

 

BlackRock, Inc. (8)
 

 

 
2,062,682

 
5.11%

 
 
 
 
 
 
 
 
 
(b) Directors:
 
 

 
 

 
 

 
 

Thomas M. Culligan (9)
 

 

 
4,252

 
*

Adolfo Henriques (10)
 

 

 
13,950

 
*

Mark H. Hildebrandt (11)
 

 

 
23,282

 
*

Wolfgang Mayrhuber (12)
 
36,218

 
*

 
58,809

 
*

Eric A. Mendelson (13)
 
1,361,982

 
4.93
%
 
413,236

 
1.02
%
Laurans A. Mendelson (14)
 
2,110,672

 
7.83
%
 
368,456

 
*

Victor H. Mendelson (15)
 
1,323,351

 
4.79
%
 
454,337

 
1.12
%
Julie Neitzel (16)
 
2,086

 
*

 
5,559

 
*

Dr. Alan Schriesheim (17)
 
164,306

 
*

 
171,389

 
*

Frank J. Schwitter (18)
 

 

 
3,208

 
*

 
 
 
 
 
 
 
 
 
(c) Executive officers listed in Summary Compensation Table who are not directors:
 
 

 
 

 
 

 
 

Thomas S. Irwin (19)
 
157,083

 
*

 
57,002

 
*

Carlos L. Macau, Jr. (20)
 
663

 
*

 
95,672

 
*

 
 
 
 
 
 
 
 
 
All directors and executive officers as a group (13 persons) (21)
 
5,160,050

 
18.14
%
 
1,417,859

 
3.48
%
 
 
 
 
 
 
 
 
 
All directors, executive officers, the HEICO Savings and Investment Plan and the Mendelson Reporting Group as a group (22)
 
6,150,678

 
21.63
%
 
2,345,000

 
5.76
%
  ______________________________________
*    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.



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(2)
The number of shares of Common Stock and Class A Common Stock deemed outstanding as of January 13, 2017 includes (i) 26,971,792 shares of Common Stock; (ii) 40,354,666 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 13, 2017 as set forth below. Pursuant to the rules of the 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; EAM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by Eric A. Mendelson; trusts for the benefit of Eric A. Mendelson’s immediate family members and whose Trustee is 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 Mr. Mendelson is President; 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 1,306,408 shares of Common Stock and 75,000 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 13, 2017, 103,976 shares of Common Stock and 98,825 shares of Class A Common Stock held by the HEICO Savings and Investment Plan, and 3,594 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan. See Notes (13), (14) and (15) below. The address of the Mendelson Reporting Group is 825 Brickell Bay Drive, 16th Floor, Miami, Florida 33131.

(4)
Based on information in Dr. Wertheim’s latest filing dated March 7, 1995. The address of Dr. Wertheim is 191 Leucadendra Drive, Coral Gables, Florida 33156.

(5)
Based on information in a Schedule 13G/A filed on February 16, 2016, all shares may be deemed to be beneficially owned by Janus Capital Management LLC (“Janus Capital”), an investment adviser as well as a parent holding company, and on behalf of INTECH Investment Management, a registered investment adviser in which Janus Capital has a direct ownership stake of 96.81%; Perkins Investment Management LLC, a registered investment adviser, in which Janus Capital has a direct ownership stake of 100%; and Janus Triton Fund, a registered investment company, who is the beneficial owner of 2,089,955 shares, or 5.2%, of Class A Common Stock. The address of Janus Capital and Janus Triton Fund is 151 Detroit Street, Denver, Colorado 80206.

(6)
Based on information in a Schedule 13G filed on February 11, 2016, all shares are beneficially owned by Vanguard Group, Inc., a registered investment adviser, and on behalf of its wholly-owned subsidiaries, Vanguard Fiduciary Trust Company, who is the beneficial owner of 85,637 shares of Class A Common Stock and Vanguard Investments Australia, Ltd., who is the beneficial owner of 2,200 shares of Class A Common Stock. Vanguard Group, Inc. has sole voting power over 87,837 shares of Class A Common Stock and shared dispositive power over 85,637 shares of Class A Common Stock. The address of Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(7)
Based on information in a Schedule 13G filed on January 24, 2017, all shares are beneficially owned by Riverbridge Partners LLC ("Riverbridge"), a registered investment adviser. Riverbridge has sole voting power over 1,037,248 shares of Common Stock. The address of Riverbridge is 80 South Eighth Street, Suite 1200, Minneapolis, Minnesota 55402.



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(8)
Based on information in a Schedule 13G filed on January 30, 2017, all shares are beneficially owned by BlackRock, Inc., a parent holding company, and on behalf of its wholly owned subsidiaries (i) BlackRock (Netherlands) B.V.; (ii) BlackRock Advisors (UK) Limited; (iii) BlackRock Advisors, LLC; (iv) BlackRock Asset Management Canada Limited; (v) BlackRock Asset Management Ireland Limited; (vi) BlackRock Asset Management North Asia Limited; (vii) BlackRock Asset Management Schweiz AG; (viii) BlackRock Financial Management, Inc.; (ix) BlackRock Fund Advisors; (x) BlackRock Institutional Trust Company, N.A.; (xi) BlackRock International Limited; (xii) BlackRock Investment Management (Australia) Limited; (xiii) BlackRock Investment Management (UK) Ltd; (xiv) BlackRock Investment Management, LLC; and (xv) BlackRock Japan Co Ltd. BlackRock, Inc. has sole voting power over 1,883,298 shares of Class A Common Stock, shared voting and shared dispositive power over 529 shares of Class A Common Stock and sole dispositive power over 2,062,153 shares of Class A Common Stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

(9)
Includes 3,625 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Thomas M. Culligan’s account.

(10)
Includes 12,087 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Adolfo Henriques’ account.

(11)
Represents shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Mark H. Hildebrandt’s account.

(12)
Includes 18,026 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan, and 5,385 shares of Class A Common Stock held in a non-qualified deferred compensation plan, both allocated to Wolfgang Mayrhuber’s accounts.

(13)
Includes 653,204 shares of Common Stock and 37,500 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 13, 2017; 201,072 shares of Common Stock held by EAM Management Limited Partners; 146,332 shares of Common Stock held by trusts for the benefit of Eric A. Mendelson’s immediate family members; 135,515 shares of Class A Common Stock held by Mendelson International Corporation; 56,502 shares of Common Stock and 53,690 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Eric A. Mendelson’s account; 7,797 shares of Common Stock and 5,161 shares of Class A Common Stock held in an individual Keogh account; and 2,316 shares of Common Stock and 2,667 shares of Class A Common Stock owned by Eric A. Mendelson’s children. Also includes 3,594 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.

(14)
Laurans A. Mendelson disclaims beneficial ownership with respect to 916,381 shares of Common Stock held by LAM Limited Partners, a partnership whose sole general partner is a corporation controlled by Arlene H. Mendelson; 135,515 shares of Class A Common Stock, which are held in the name of Mendelson International Corporation; and 48,940 shares of Common Stock and 31,797 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 1,144,614 shares of Common Stock and 200,218 shares of Class A Common Stock held solely by Mr. Mendelson or LAM Alpha Limited Partners. Also includes 737 shares of Common Stock and 926 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), (13) and (15).





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(15)
Includes 653,204 shares of Common Stock and 37,500 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 13, 2017; 238,245 shares of Common Stock and 70,248 shares of Class A Common Stock held by trusts for the benefit of Victor H. Mendelson’s immediate family members; 135,515 shares of Class A Common Stock held by Mendelson International Corporation; 88,328 shares of Common Stock held by VHM Management Limited Partners; 46,737 shares of Common Stock and 44,209 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Victor H. Mendelson’s account; 14,750 shares of Common Stock and 4,335 shares of Class A Common Stock held by the Victor H. Mendelson Revocable Investment Trust; 2,439 shares of Common Stock and 9,800 shares of Class A Common Stock owned by Victor H. Mendelson’s children; and 472 shares of Common Stock and 7,505 shares of Class A Common Stock held in an individual Keogh account. See Note (3) above.

(16)
Includes 1,222 shares of Common Stock and 766 shares of Class A Common Stock held in an individual retirement account. Julie Neitzel disclaims beneficial ownership with respect to 664 shares of Common Stock and 497 shares of Class A Common Stock, which are held by Julie Neitzel's son. Also includes 3,669 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Julie Neitzel’s account.

(17)
Includes 159,731 shares of Common Stock and 163,936 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 13, 2017. Also includes 4,575 shares of Common Stock and 2,083 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Dr. Schriesheim’s account and 5,370 shares of Class A Common Stock held by the estate of Dr. Schriesheim’s wife.

(18)
Includes 125 shares of Class A Common Stock held by Frank J. Schwitter's spouse.

(19)
Includes 133,231 shares of Common Stock held by the Irwin Family Irrevocable Trust, whose trustee is Thomas S. Irwin’s daughter. Also includes 113 shares of Common Stock and 114 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Thomas S. Irwin's account.

(20)
Includes 91,250 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 13, 2017. Also includes 663 shares of Common Stock and 672 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Carlos L. Macau, Jr.’s account.

(21)
Includes 1,466,139 shares of Common Stock and 345,702 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 13, 2017. The total for all directors and executive officers as a group (13 persons) also includes 108,441 shares of Common Stock and 102,895 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 4,575 shares of Common Stock and 66,366 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and 5,385 shares of Class A Common Stock held in a non-qualified deferred compensation plan, both allocated to the accounts of the directors pursuant to these plans.

(22)
Includes 4,796,005 shares of Common Stock and 964,999 shares of Class A Common Stock owned by the Mendelson Reporting Group and 1,099,069 shares of Common Stock and 1,030,036 shares of Class A Common Stock held by the HEICO Savings and Investment Plan, of which 1,098,480 shares of Common Stock and 1,029,429 shares of Class A Common Stock are allocated to participants in the Plan, including 108,441 shares of Common Stock and 102,895 shares of Class A Common Stock allocated to the directors and executive officers as a group, and of which 589 shares of Common Stock and 607 shares of Class A Common Stock are unallocated as of January 13, 2017.




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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.

Name
 
Age
 
Corporate Office or Position
 
Director Since
Thomas M. Culligan
 
65
 
Director
 
2014
Adolfo Henriques
 
63
 
Director
 
2011
Mark H. Hildebrandt
 
60
 
Director
 
2008
Wolfgang Mayrhuber
 
69
 
Director
 
2001
Eric A. Mendelson
 
51
 
Co-President and Director; President and Chief
 
1992
 
 
 
 
Executive Officer of the HEICO Flight Support Group
 
 
Laurans A. Mendelson
 
78
 
Chairman of the Board; Chief Executive
 
1989
 
 
 
 
Officer; and Director
 
 
Victor H. Mendelson
 
49
 
Co-President and Director; President and Chief
 
1996
 
 
 
 
Executive Officer of the HEICO Electronic
 
 
 
 
 
 
Technologies Group
 
 
Julie Neitzel
 
57
 
Director
 
2014
Dr. Alan Schriesheim
 
86
 
Director
 
1984
Frank J. Schwitter
 
83
 
Director
 
2006
 
Business Experience of Nominees
 
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 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 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 Board of Directors of CPS Technologies Corporation, a member of the Board of Advisors of M International, and a member of the Foundation Board of Florida State University. Mr. Culligan is considered an "independent" director under NYSE rules.

The Board believes that Mr. Culligan's broad and deep Aerospace & Defense industry experience, coupled with his intimate knowledge of international sales and government relations, add important insight and advice to the Board's activities.

Adolfo Henriques is Chairman and immediate past Chief Executive Officer of Gibraltar Private Bank and Trust, a private banking and wealth management company headquartered in Miami, Florida. From 2005 until its



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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 Intcomex, Inc. and has been Vice Chairman of The Related Group, a privately-held, leading builder of luxury condominiums and multi-family real estate developments since 2008. Mr. Henriques is the Chairman of the Miami-Dade Cultural Affairs Council. Mr. Henriques is considered an “independent” director under NYSE rules.
 
The Board believes that Mr. Henriques’ broad experience in the banking industry, his history as the CEO of a publicly-held company and his prior board experience will be valuable to the Board’s activities, especially as they pertain to governance, oversight and financial matters.
 
Mark H. Hildebrandt began his legal career as an Assistant State Attorney at the Miami-Dade County State Attorney’s Office. In 1986, Mr. Hildebrandt went into private practice and has been the president and sole owner of Mark H. Hildebrandt, P.A., a law firm with offices in Miami-Dade and Broward counties, Florida. In 2004, while continuing with his own firm, he became a partner in the law firm of Waldman Trigoboff Hildebrandt Marx & Calnan, P.A., a full-service boutique law firm. He has practiced law continuously for more than 30 years and specializes in complex corporate litigation and business law. Mr. Hildebrandt is the Vice Chairman of the Board of Trustees of Mount Sinai Medical Center in Miami Beach, Florida. He previously 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. Additionally, he 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 the 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, the Board believes Mr. Hildebrandt’s experience in complex commercial litigation, contract and employment disputes and intellectual property helps the Board in minimizing legal exposure, and in so doing, helps protect the Company’s and its shareholders’ interests. Mr. Hildebrandt’s experience as a member of the board and related committees for other companies enhances his ability to evaluate business issues.
 
Wolfgang Mayrhuber was elected to our Board of Directors in 2001 after serving as Advisor to the Board of Directors of the Company since 1997. He was named Chairman of the Supervisory Board of Deutsche Lufthansa AG ("Lufthansa") in May 2013, where he previously served as their Chairman of the Executive Board and Chief Executive Officer from June 2003 until December 2010. He has served with Lufthansa since 1970, and has held various senior management positions, including those of Executive Vice President and Chief Operating Officer Technical at Lufthansa, Chairman of the Executive Board of Lufthansa Technik AG and President of Passenger Airlines of Lufthansa. He was appointed to the Executive Board of Lufthansa in 2001. He is also the Chairman of the Supervisory Board of Infineon Technologies, a major global semiconductor manufacturer. Additionally, Mr. Mayrhuber is a former member of the supervisory board of Munich RE Group and the supervisory board of BMW AG. Mr. Mayrhuber is considered an “independent” director under NYSE rules.
 
Mr. Mayrhuber has over 45 years of multi-faceted experience in the global airline and aircraft maintenance industries. His senior leadership history at Lufthansa, a global leader in the aviation industry, and his background as a mechanical engineer provide him with deep operational, technical and strategic knowledge that benefits the Board



8



of Directors. In addition to his service on several boards and related committees, Mr. Mayrhuber has significant international business experience, as well as extensive relationships with airlines and aircraft maintenance organizations throughout the world, which experience and relationships are important to the Board.
    
Eric A. Mendelson has been an employee of 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. In addition, Mr. Mendelson is a member of the Advisory Board of Trustees of Mount Sinai Medical Center in Miami Beach, Florida and Immediate Past Chairman of the Board of Trustees of Ransom Everglades School in Coconut Grove, Florida, as well as a member of the Board of Visitors of the 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, Eric Mendelson has unique knowledge in the FAA-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 shareowners. His 27 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.
 
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 member of the Board of Governors of the Aerospace Industries Association ("AIA") in Washington, D.C., of which HEICO is a member. He is the former Chairman of the Board of Trustees, former Chairman 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. Early in his career, Mr. Mendelson was licensed as a Certified Public Accountant in the states of Florida and New York. Mr. Mendelson's license is currently inactive and he no longer practices as a Certified Public Accountant. Laurans Mendelson is the father of Eric Mendelson and Victor Mendelson. Laurans Mendelson is considered an “inside” director under NYSE rules.
 
The Board believes that Mr. Mendelson’s 27 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. The impact of Mr. Mendelson’s investment and acquisition acumen has led directly to the significant growth of the Company 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.
 
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 its formation in September 1996. He served as General Counsel of the Company from 1993 to 2008 and Vice President of the Company 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 former Director and Audit Committee member of NASDAQ-listed Terrapin 3 Acquisition Corp. Mr. Mendelson is Chairman of the Board of Visitors of Columbia College in New York City, 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



9



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.

The Board believes that Mr. Mendelson’s experience and expertise, garnered by serving the Company in a variety of roles over the past 27 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 in the electronic technologies and defense segments of the business, 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 and the Company’s numerous acquisitions. Victor Mendelson and his family are significant Company shareholders.
 
Julie Neitzel  is a Partner with WE Family Offices, an independent, financial advisory and wealth management firm. Ms. Neitzel advises entrepreneurs in areas including acquisition and financing of closely-held businesses, real estate portfolio acquisition and management, investment capital management, estate planning, beneficiary mentoring and education, 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. Ms. Neitzel is considered an "independent" director under NYSE rules.

Ms. Neitzel brings to the Board extensive knowledge and expertise in acquisitions, banking and finance gained through her many years of experience in the financial advisory industry.

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 Children’s Memorial 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.
 
Frank J. 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. 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. Prior to 1996, Mr. 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 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



10



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.
 
Board Leadership Structure
 
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 27 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. 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. The risk environment in which HEICO currently operates includes 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 the status of critical risks that are currently affecting or have the potential to impact the business. These reports are designed to provide the Board with timely identification of the nature of any 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 Finance/Audit Committee is responsible for oversight of 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 the mitigation of the financial and non-financial impact of these risks. The Nominating and Corporate Governance Committee is responsible for the oversight of the Company’s directorship policies and practices, succession planning and the evaluation and recommendation of qualified Board candidates. Other Board committees also consider areas of risk within their particular subject matter, for example, the Compensation Committee considers the areas of risk related to the compensation policy and programs of the Company.







11



Director Independence
 
The Board of Directors has determined that Mr. Culligan, Mr. Henriques, Mr. Higginbottom (who passed away in November 2016), Mr. Hildebrandt, Mr. Mayrhuber, 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 noted above, Mr. Mayrhuber was named Chairman of the Supervisory Board of Lufthansa in May 2013, where he previously served as their Chairman of the Executive Board and Chief Executive Officer from June 2003 until December 2010. A Lufthansa subsidiary is a customer of the Company’s Flight Support Group and owns 20% of certain subsidiaries of the Flight Support Group. However, the Company’s fiscal 2016 sales to Lufthansa and all of its subsidiaries constituted less than 1% of Lufthansa’s consolidated annual revenues, and, in addition, neither Lufthansa nor Mr. Mayrhuber receive any remuneration from the Company other than Mr. Mayrhuber’s standard director fees paid to him for service as a member of the Board of Directors of the Company. As a result, the Board of Directors concluded that Mr. Mayrhuber is an “independent” director under NYSE rules. 

As Mr. Culligan, Mr. Henriques, Mr. Hildebrandt, Mr. Mayrhuber, 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 is as 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 did not meet in fiscal 2016 and its members currently consist of Mr. Laurans Mendelson (Committee Chairman), Mr. Mayrhuber, and Dr. Schriesheim. Mr. Higginbottom was also a member until he passed away in November 2016.
 
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 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 2016 and its members currently consist of Mr. Hildebrandt (Committee Chairman) and Dr. Schriesheim. Mr. Higginbottom was Committee Chairman until he passed away in November 2016. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is “independent” in accordance with the NYSE’s listing standards.

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



12



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.

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. 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 three times in fiscal 2016 and its members currently consist of Mr. Hildebrandt (Committee Chairman), Ms. Neitzel, and Dr. Schriesheim. Mr. Higginbottom was Committee Chairman until he passed away in November 2016. The Board of Directors has determined that each member of the Compensation Committee is “independent” in accordance with the NYSE’s listing standards. The report of the Compensation Committee regarding Compensation Discussion and Analysis is contained herein.

The Finance/Audit Committee 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 2016 and its members consist of Mr. Schwitter (Committee Chairman), Mr. Henriques, Mr. Hildebrandt, Ms. Neitzel and Dr. Schriesheim. Mr. Higginbottom was also a member until he passed away in November 2016. The Board of Directors has determined that each member of the Finance/Audit Committee is “financially literate” and “independent” in accordance with the NYSE’s listing standards and 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 2016 and its members currently consist of Dr. Schriesheim (Committee Chairman), Mr. Culligan, Mr. Mayrhuber, Mr. Eric Mendelson, and Mr. Victor Mendelson. The Environmental, Safety and Health Committee also visits our operating locations on a periodic basis. 

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 2016 and its members currently consist of Mr. Hildebrandt (Committee Chairman) and Mr. Henriques. Mr. Higginbottom was also a member until he passed away in November 2016.
 
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 Ethics and Business Conduct are located on HEICO’s website at www.heico.com .







13



Board Meetings
 
During the fiscal year ended October 31, 2016, the Board of Directors held four meetings. Each of the directors attended 75% or more of the meetings of the Board of Directors and committees on which they served in fiscal 2016, with the exception of Mr. Higginbottom. We do not have a formal policy regarding attendance by members of the Board of Directors at the Annual Meeting of shareholders, but we encourage directors to attend and historically, most have done so. All eleven of the then current members of the Board of Directors attended the 2016 Annual Meeting of Shareholders.
 
Compensation Committee Interlocks and Insider Participation
 
Mr. Higginbottom (who passed away in November 2016), Mr. Hildebrandt, Ms. Neitzel and Dr. Schriesheim served as members of the Compensation Committee during fiscal 2016. No member of the Compensation Committee was an officer or employee of the Company during fiscal 2016 or was formerly an officer of the Company. During the fiscal year ended October 31, 2016, 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.
 
Compensation of Directors
 
Our directors receive an annual retainer of $170,000 and are required to purchase shares of HEICO common stock equivalent to approximately 65% of the annual retainer ($110,000). 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.

Directors are paid a fee of $2,000 for each regular Board of Directors meeting attended and members of committees of the Board of Directors are paid a $9,500 annual retainer for each committee served and $1,200 for attendance at each committee meeting or site visit. In addition, committee chairmen are paid an annual retainer of $5,500 for each committee chaired.
 
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. In addition, payments are presently being made to the estate of a former director who was covered under the Directors' Retirement Plan. During fiscal 2016, $2,801 was accrued pursuant to the Directors' Retirement Plan and $19,000 was paid to the estate of a former director.





14



Director Compensation Table
 
The table below summarizes the compensation paid to our non-employee directors during fiscal 2016.
.
 
Name
 
Fees Earned or Paid in Cash
 
Option
Awards
(1)
 
Non-qualified
Deferred
Compensation
Earnings
(2)
 
All Other
Compensation (3)
 
Total
 
 
 
 
 
 
 
 
 
 
 
Thomas M. Culligan
 

$194,134

 

$—

 

$—

 

$—

 

$194,134

 
 
 
 
 
 
 
 
 
 
 
Adolfo Henriques
 
197,834

 

 

 

 
197,834

 
 
 
 
 
 
 
 
 
 
 
Samuel L. Higginbottom (4)
 
234,069

 

 

 

 
234,069

 
 
 
 
 
 
 
 
 
 
 
Mark H. Hildebrandt
 
236,879

 

 

 

 
236,879

 
 
 
 
 
 
 
 
 
 
 
Wolfgang Mayrhuber
 
198,267

 

 

 

 
198,267

 
 
 
 
 
 
 
 
 
 
 
Julie Neitzel
 
199,034

 

 

 

 
199,034

 
 
 
 
 
 
 
 
 
 
 
Dr. Alan Schriesheim
 
243,769

 

 

 

 
243,769

 
 
 
 
 
 
 
 
 
 
 
Frank J. Schwitter
 
198,434

 

 

 

 
198,434

  ______________________________________
 
(1)
No stock options were granted to any non-employee director in fiscal 2016. As of October 31, 2016, the only non-employee director holding options was Dr. Alan Schriesheim who held options for 159,731 shares of Common Stock and 163,936 shares of Class A 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.

(4)
Mr. Higginbottom passed away November 13, 2016.

Recommendation
 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES.




15



COMPENSATION DISCUSSION AND ANALYSIS

Readers will notice that our compensation methods and their results have remained essentially the same during the past several years, so this Compensation Discussion & Analysis ("CD&A") is again very 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 same persons set forth in the compensation tables.
 
Our shareholders adopted a three year interval for “management say on pay” review. Accordingly, our shareholders last voted on the matter at our Annual Meeting in 2014 and approved, on an advisory basis, the compensation of our named executive officers. 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 Objectives
 
The Compensation Committee of the Board of Directors (the “Committee”) has, for more than two decades, essentially applied the same principles which have seen the Company experience compound annual growth in Total Shareholder Return 1 of 22% from 1990 through December 31, 2016. Further, from fiscal 1990 through fiscal 2016, the Company experienced 16% and 18% compound annual growth in the Company’s net sales and net income, respectively. The Committee believes our compensation philosophy's deliberate consistency and its application through many years have succeeded in retaining and incentivizing our management over a long period of time. The following four pages display the net sales and net income growth for the past twenty-six years and the Total Shareholder Return which investors who held HEICO shares would have experienced over the past three years and the past twenty-six years (which includes the time since current management took office).

























__________________________________

(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.



16



A2016FORMDEF_CHART-31538.JPG
A2016FORMDEF_CHART-33153.JPG

 
 
Twenty-Six Year Net Sales and Net Income Results
(in thousands)
 
1990
 
1991
 
1992
 
1993
 
1994
 
1995
Net Sales
 

$26,239

 

$25,368

 

$21,729

 

$25,882

 

$19,212

 

$25,613

Net Income
 
1,961

 
2,363

 
(580
)
 
728

 
640

 
1,437

 
 
1996
 
1997
 
1998
 
1999
 
2000
 
2001
Net Sales
 

$34,565

 

$63,674

 

$95,351

 

$141,269

 

$202,909

 

$171,259

Net Income
 
3,665

 
7,019

 
10,509

 
16,337

 
27,739

 
15,833

 
 
2002
 
2003
 
2004
 
2005
 
2006
 
2007
Net Sales
 

$172,112

 

$176,453

 

$215,744

 

$269,647

 

$392,190

 

$507,924

Net Income
 
15,226

 
12,222

 
20,630

 
22,812

 
31,888

 
39,005

 
 
2008
 
2009
 
2010
 
2011
 
2012
 
2013
Net Sales
 

$582,347

 

$538,296

 

$617,020

 

$764,891

 

$897,347

 

$1,008,757

Net Income
 
48,511

 
44,626

 
54,938

 
72,820

 
85,147

 
102,396

 
 
2014
 
2015
 
2016
Net Sales
 

$1,132,311

 

$1,188,648

 

$1,376,258

Net Income
 
121,293

 
133,364

 
156,192




17



The following graph and table compare 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, 2013 through October 31, 2016. The Aerospace Company Peer Group is comprised of twenty-one of the twenty-two companies used in preparing the Company’s fiscal 2016 compensation benchmark analysis. Please note one company 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 22 for a list of the company names. The total returns include the reinvestment of cash dividends.
A2016FORMDEF_CHART-34923.JPG
 
Cumulative Total Shareholder Return as of October 31,
 
2013
 
2014
 
2015
 
2016
HEICO Common Stock
$100.00
 
$102.06
 
$95.14
 
$127.78
HEICO Class A Common Stock
100.00
 
118.71
 
113.67
 
156.66
Aerospace Company Peer Group
100.00
 
109.71
 
98.32
 
106.83




18



The following graph and table compare 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, 2013 through October 31, 2016.  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, major weapons, radar and other 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.
A2016FORMDEF_CHART-38326.JPG

 
Cumulative Total Shareholder Return as of October 31,
 
2013
 
2014
 
2015
 
2016
HEICO Common Stock
$100.00
 
$102.06
 
$95.14
 
$127.78
HEICO Class A Common Stock
100.00
 
118.71
 
113.67
 
156.66
NYSE Composite Index
100.00
 
108.35
 
104.51
 
104.72
Dow Jones U.S. Aerospace Index
100.00
 
102.56
 
107.40
 
114.15



19



The following graph and table compare the Total Shareholder Return on $100 invested in HEICO Common Stock since October 31, 1990 using the same indices shown on the three-year performance graph immediately above.  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 total returns include the reinvestment of cash dividends.
A2016FORMDEF_CHART-41476.JPG
 
 
Cumulative Total Shareholder Return as of October 31,
 
 
1990
 
1991
 
1992
 
1993
 
1994
 
1995
HEICO Common Stock
 

$100.00

 

$141.49

 

$158.35

 

$173.88

 

$123.41

 

$263.25

NYSE Composite Index
 
100.00

 
130.31

 
138.76

 
156.09

 
155.68

 
186.32

Dow Jones U.S. Aerospace Index
 
100.00

 
130.67

 
122.00

 
158.36

 
176.11

 
252.00

 
 
1996
 
1997
 
1998
 
1999
 
2000
 
2001
HEICO Common Stock
 

$430.02

 

$1,008.31

 

$1,448.99

 

$1,051.61

 

$809.50

 

$1,045.86

NYSE Composite Index
 
225.37

 
289.55

 
326.98

 
376.40

 
400.81

 
328.78

Dow Jones U.S. Aerospace Index
 
341.65

 
376.36

 
378.66

 
295.99

 
418.32

 
333.32

 
 
2002
 
2003
 
2004
 
2005
 
2006
 
2007
HEICO Common Stock
 

$670.39

 

$1,067.42

 

$1,366.57

 

$1,674.40

 

$2,846.48

 

$4,208.54

NYSE Composite Index
 
284.59

 
339.15

 
380.91

 
423.05

 
499.42

 
586.87

Dow Jones U.S. Aerospace Index
 
343.88

 
393.19

 
478.49

 
579.77

 
757.97

 
1,000.84

 
 
2008
 
2009
 
2010
 
2011
 
2012
 
2013
HEICO Common Stock
 

$2,872.01

 

$2,984.13

 

$4,722.20

 

$6,557.88

 

$5,900.20

 

$10,457.14

NYSE Composite Index
 
344.96

 
383.57

 
427.61

 
430.46

 
467.91

 
569.69

Dow Jones U.S. Aerospace Index
 
602.66

 
678.00

 
926.75

 
995.11

 
1,070.15

 
1,645.24

 
 
2014
 
2015
 
2016
HEICO Common Stock
 

$11,416.51

 

$10,776.88

 

$14,652.37

NYSE Composite Index
 
617.23

 
595.37

 
596.57

Dow Jones U.S. Aerospace Index
 
1,687.41

 
1,766.94

 
1,878.10




20



The Committee’s overriding philosophy is that compensation policies should be simple and clear for the Company, its shareholders and our executives. The Committee believes that 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 for the Company and its shareholders. Therefore, the Committee focuses on clear objectives that it believes will yield the best results.
 
Our objectives are: 

1.
Compensate our executives fairly;
2.
Motivate our executives to honestly and ethically grow our Company’s profits, cash flows, revenues, and market capitalization over time, not just in the short term; and
3.
Retain our executives while ensuring the ability to attract new ones as needed.

Compensation Overview
 
The Committee has followed a “common sense” approach to compensating our executives. This approach is not based on theory or ornate concepts derived from academic study, rather it is derived from the Committee members’ many years of business actual and practical experience in which they had to design compensation methods for their own employees. As noted above and reported below, this historical judgment has 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. The Committee applied the same judgment in 2016.
 
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 27 years, the Board of Directors and Committee members have had the experience of working with almost all the named executive officers and, during this period, the Company’s sales have grown from just over $26 million in fiscal 1990 to a record of approximately $1.4 billion in fiscal 2016, while our net income from continuing operations has grown from just below $2 million to a record of more than $156 million in the same period. Further, our compound annual rate of growth in net sales and net income have equaled 16% and 18%, respectively since 1990. During this time, our shareholders have benefited significantly, as a $100,000 investment in HEICO stock at the time current management took over operation of the business became worth approximately $16.7 million on December 31, 2016.

During this period, the Board of Directors and the Committee have become well acquainted with each of the named executive officers and have observed their loyalty to the Company, including times when such loyalty harmed the executives’ short term personal interests. For example, the named executive officers have, during times of downturn, favored continued substantial investment in research and product development, which had the effect of reducing their own potential short term compensation, so that the Company would experience medium and long term growth. In addition, management has been careful to maintain conservative debt levels to ensure the Company’s ability to finance acquisitions and growth.

The Committee also believes it is critical that the executive officers feel they are being rewarded and recognized properly for their efforts and for their contributions to our Company’s growth. During weak economic times, our executive officers requested that they not receive salary increases or bonuses, which strengthened our trust in them and serves to confirm our judgment of how they should be compensated.
 
In addition, we consider factors such as: current management holding a significant financial stake in the Company for many years; other business opportunities which our executives could easily pursue; amounts and types of compensation which other companies pay to their executives; general economic conditions; and the complexity and risks of the executives’ current jobs.

 Finally, management’s longevity has created stability and we believe this has allowed HEICO to achieve exemplary operating results, as set forth in our financial statements. Accordingly, we believe that our compensation policies are meeting the objectives listed above and continue to be appropriate. 




21



Elements of Compensation
 
The Committee consistently breaks executive compensation into the following four primary categories:

1.
Base Salary;
2.
Cash Bonus;
3.
Stock Options; and
4.
Retirement-Related/Long-Term Compensation.
 
Further, we believe it is appropriate to allow executives certain modest perquisites as discussed below.

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
 
For many years, the Committee has utilized independent third party consultants to help us benchmark our compensation views against those of other companies. 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 twenty-two aerospace companies, each with at least one significant characteristic similar to one of HEICO’s, such as revenues, market capitalization, profits or industry and thirty general industry companies with revenues comparable to HEICO's fiscal 2015 revenue. The aerospace companies used in the benchmark analysis were: AAR Corp., Aerojet Rocketdyne Holdings, Inc., Analogic Corp., Barnes Group, Inc., B/E Aerospace, Inc., CAE, Inc., Comtech Telecommunications Corp., Cubic Corp., Ducommun, Inc., EnPro Industries, Inc., ESCO Technologies, Inc., Esterline Technologies Corp., FLIR Systems, Inc., Franklin Electronic Co., Inc., Hexcel Corp., KLX, Inc., Moog, Inc., Teledyne Technologies, Inc., TransDigm Group, Inc., Triumph Group, Inc., ViaSat, Inc. and Woodward, Inc. The general industry companies used in the benchmark analysis were: Allscripts Healthcare Solutions, Inc., Analogic Corp., BJ’s Restaurants, Inc., Brooks Automation, Inc., Central Garden & Pet Co., CLARCOR, Inc., Compass Diversified Holdings, Electronics for Imaging, Inc., ESCO Technologies, Inc., E.W. Scripps Co., Finisar Corp., Franklin Electric Co., Inc., Genesee & Wyoming, Inc., IntercontinentalExchange, Inc., Jazz Pharmaceuticals PLC, Korn/Ferry International, Layne Christensen Co., M/I Homes, Inc., Myriad Genetics, Inc., National Beverage Corp., Navigators Group, Inc., Scientific Games Corp., Semtech Corp., Stillwater Mining Co., Taubman Centers, Inc., Tetra Technologies, Inc., Tootsie Roll Industries, Inc., UMB Financial Corp., United Therapeutics Corp. and ViaStat, 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 advice on benefits policies generally and conducts actuarial studies for certain benefit plan contributions.

The Committee has determined that the consultants retained by the Committee are independent and raise no conflict of interest concerns since these consultants provide no other services to HEICO. These consultants were selected based upon their historical use by the Committee and the Committee’s satisfaction with the consultants’ work product.
 
While we believe that benchmarks are helpful in providing partial fairness tests for both our Company and its executives in determining compensation levels and they help us evaluate whether our compensation methods are at least comparable to those of other companies, we do not believe that such studies should be the only, or even the determinative, consideration in establishing compensation. Significantly, we are mindful of the fact that most benchmarking studies relate to a company’s size in revenues or employment, not necessarily its profitability or profit margins. HEICO’s management historically 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.



22



 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. We believe that would be flawed because it 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, 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 the “Compensation Overview” section of this CD&A. The Committee continues to reserve the discretion whether to utilize and interpret the benchmark data in our judgment. 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.
 
Base Salary
 
The Committee determines base salary by considering historical pay levels, the complexity of our businesses, the benchmark analyses previously discussed, the need to offer a base salary competitive with other income generating opportunities which executives might have, and the growth in our sales, income and Cash Flow. We also take into account 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 the outset of each fiscal year, our executive officers present to the Board of Directors a financial goal or budget for the year. The Committee believes that our executives should receive bonuses equal to roughly 130% of their base compensation if the Company meets a budgeted, meaningful growth goal. In 2016, this target was 18% growth of net income. The Committee agreed with the named executive officers that they would not receive a bonus unless net income grew by at least 6% in fiscal 2016. Thus, even though the Company could have experienced strong growth, our bonus method might not have paid any bonus.

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 plan provides for this. We also believe that a larger bonus should 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 have 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 base salary if their operations meet certain targets and the Committee likes the consistency of this approach.

Under our incentive plan, which complies with Section 162(m) of the Internal Revenue Code (the “Code”) and which was previously approved by our shareholders, the Committee, in December 2015, established minimum and maximum target bonus levels for each of the named executives for fiscal 2016. Our net income target for fiscal 2016 was $157,369,500 which reflects an 18% increase over fiscal 2015 net income. Recognizing that any increase in net income deserves recognition, but that lower than targeted net income deserves less than the targeted bonus, the Committee allows for reduction of the bonus from target by 4.6% for every percent that net income was below the target. Conversely, if net income were greater than targeted, the executives’ bonuses could be increased by 2.3% for every percentage point increase in actual net income above the targeted amount. Please see our “Grants of Plan-Based Awards” table below for our threshold, target and maximum rewards levels under the incentive plan.




23



Our actual net income in fiscal 2016 grew by approximately 17.1% and was $156,192,000 versus targeted net income of $157,369,500. Accordingly, since our actual net income was approximately 99.3% of the targeted amount, 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 2016, the Committee approved a cash incentive award for HEICO's Chairman of the Board and Chief Executive Officer, Laurans A. Mendelson. Under the aforementioned cash incentive award, Laurans A. Mendelson receives a fixed amount of $400,000 cash should our fiscal 2016 net income increase over our fiscal 2015 net income. As previously mentioned, our actual net income in fiscal 2016 grew by approximately 17.1% as compared to fiscal 2015. As such, the full amount of the previously mentioned cash incentive award is included within Laurans A. Mendelson's non-equity incentive plan compensation amount set forth in the compensation table below.

Retirement-Related/Long-Term Compensation
 
The Committee believes that its named executive officers should generate retirement funds to ensure that they are not focused on alternative business activities to supplement their incomes. The Committee also wants HEICO to remain competitive with compensation offered by other employers and it wishes 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 the benefits themselves. We believe this fosters an environment of mutual trust between the Board of Directors and the named executive officers.
    
Since 1986, HEICO has offered the 401(k) Plan to nearly all of our U.S. employees, including our executive officers. As of October 31, 2016, approximately 4,500 current and former employees participated in the 401(k) Plan. Under the 401(k) Plan, which is available to all eligible employees, including both non-executives and executive employees, our employees may elect to defer a portion of their cash compensation into an account within the 401(k) Plan which amount 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. As has been the case in past years, federal tax laws limited the permitted benefits in 2016 to our named executive officers in the 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.
 
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 Code. The LCP is available to approximately 240 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 2016, 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.

Perquisites
 
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 27 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.



24



In addition, we pay for life insurance for some of our named executive officers consistent with past practices. Under our Aircraft Utilization Policy, named executive officers who utilize company-sponsored aircraft for an exclusively personal, non-company business use pay the incremental hourly operating charges for that use unless otherwise prohibited by law. The Aircraft Utilization Policy allows them to bring family and others on business and other flights aboard business aircraft. In fiscal 2016, named executive officers who utilized corporate-sponsored aircraft for exclusively personal purposes in which no company business was involved paid the incremental direct hourly operating costs (including fuel surcharges, catering, landing fees, segment fees and federal excise taxes) directly to the aircraft operator for such use.

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.

Stock Options
 
The Committee continues to believe that stock option awards 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 resulting from HEICO’s share price increase. Stock options are very important to some executives and both they and the Committee feel that it is critical to provide a linkage to stock performance, which linkage does not use the Company’s cash (except for tax payments when shares of the Company’s common stock are surrendered upon exercise in lieu of tax payments).

Since 1990, the combined value of our classes of common stock increased by approximately 16,560%, or 22% compounded per annum, through December 31, 2016, so that our executives who received stock options during that period gained wealth while our shareholders also gained wealth. We believe this dynamic provides consistent reward for the shareholders and management.
 
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
 
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 our qualitative interactions with us and other shareholders.
 
In setting its policies and making compensation decisions, the Committee evaluates many items of corporate performance. Among these are changes in: revenues; operating income; Cash Flow; whether the company met both quantitative and qualitative goals; management’s efforts; management’s work ethic; management’s adherence to corporate policies; management’s ethical conduct; our reputation with various stakeholders; the 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 conditions; acquisitions; and other considerations. Given the Company’s strong results in fiscal 2016 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.



25



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 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 does take into consideration in the total mix of information the fact that our named executive officers hold and have held significant amounts of our stock, we do not require them to own a specific amount of our stock. Our policies direct that, over time, members of HEICO’s Board of Directors should purchase HEICO shares equivalent to approximately 65% 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 27 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.
 
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, 2016.

  Respectfully submitted by the Compensation Committee of the Company’s Board of Directors: Mark H. Hildebrandt (Chairman), Julie Neitzel and Dr. Alan Schriesheim.






26



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 2016, 2015 and 2014.
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
 
2016
 

$1,000,000

 

$—

 

$—

 

$2,332,862

 

$—

 

$1,615,993

 

$4,948,855

Chairman of the Board and
 
2015
 
1,327,673

 

 

 
1,164,842

 

 
1,559,480

 
4,051,995

Chief Executive Officer
 
2014
 
1,271,379

 

 

 
1,561,615

 

 
1,502,015

 
4,335,009

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carlos L. Macau, Jr.
 
2016
 
609,937

 

 
467,585

 
837,171

 

 
502,066

 
2,416,759

Executive Vice President -
 
2015
 
577,500

 

 
536,600

 
506,673

 

 
390,540

 
2,011,313

Chief Financial Officer  
 
2014
 
553,014

 

 

 
679,258

 

 
432,671

 
1,664,943

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Eric A. Mendelson
 
2016
 
775,595

 

 
1,180,895

 
1,064,546

 

 
823,828

 
3,844,864

Co-President, HEICO Corporation;
 
2015
 
734,349

 

 
1,422,960

 
644,286

 

 
677,812

 
3,479,407

President and Chief Executive
 
2014
 
703,212

 

 

 
863,745

 

 
722,587

 
2,289,544

Officer of the HEICO Flight
 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Support Group
 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Victor H. Mendelson
 
2016
 
775,595

 

 
1,180,895

 
1,064,546

 

 
825,338

 
3,846,374

Co-President, HEICO Corporation;
 
2015
 
734,349

 

 
1,422,960

 
644,286

 

 
675,311

 
3,476,906

President and Chief Executive
 
2014
 
703,212

 

 

 
863,745

 

 
721,106

 
2,288,063

Officer of the HEICO Electronic
 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Technologies Group
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Thomas S. Irwin
 
2016
 
262,828

 

 

 
360,745

 

 
959,640

 
1,583,213

Senior Executive Vice President  
 
2015
 
248,850

 

 

 
218,330

 

 
918,653

 
1,385,833

 
 
2014
 
238,299

 

 

 
292,699

 

 
879,173

 
1,410,171

___________________

(1)
Salary includes amounts deferred by the Named Executive Officer pursuant to the HEICO Corporation Leadership Compensation Plan, a non-qualified deferred compensation plan available to numerous eligible employees, officers and directors. For more information on this plan, see “Non-qualified Deferred Compensation,” which follows below within this Executive Compensation section.

(2)
Amounts stated represent the value of option awards granted to the Named Executive Officer based on the grant date fair value of these awards in fiscal 2016 and 2015, and are the amounts we will likely recognize as compensation expense over each award’s vesting period, which will likely differ from the actual value that may be realized by the Named Executive Officer. The fair values of the option awards were computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used to value these awards are set forth in Note 9, Share-Based Compensation, of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2016.

(3)
Represents amounts earned by achievement of performance goals during a specified performance period and consists of payments made under the HEICO Corporation 2012 Incentive Compensation Plan as described within “Grants of Plan-Based Awards,” which follows below within this Executive Compensation Section.



27



(4)
There were no above-market or preferential earnings on deferred compensation.

(5)
Amounts principally represent Company contributions to the HEICO Corporation Leadership Compensation Plan, which generally vest over a four-year period and are generally paid at retirement. See the following table titled “All Other Compensation” for an itemized disclosure of this compensation.


 
 
 
 
All Other Compensation
Name
 
Fiscal Year
 
Director Fees
 
Insurance Benefits (1)
 
Company Contributions to HEICO Savings and Investment Plan
(a defined contribution retirement plan) (2)
 
Company Contributions to HEICO Corporation Leadership Compensation Plan
(a deferred compensation plan) (3)
 
Use of
Company
Car (4)
 
Perquisites and Other Personal Benefits (5)
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Laurans A. Mendelson
 
2016
 

$191,234

 

$20,368

 

$13,250

 

$1,382,000

 

$9,141

 

$—

 

$1,615,993

 
 
2015
 
183,668

 
19,019

 
13,150

 
1,339,830

 
3,813

 

 
1,559,480

 
 
2014
 
176,796

 
18,636

 
12,900

 
1,289,611

 
4,072

 

 
1,502,015

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carlos L. Macau, Jr.
 
2016
 

 
34,498

 
13,250

 
451,360

 
2,958

 

 
502,066

 
 
2015
 

 
32,084

 
13,150

 
342,577

 
2,729

 

 
390,540

 
 
2014
 

 
29,650

 
12,900

 
386,889

 
3,232

 

 
432,671

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Eric A. Mendelson
 
2016
 
190,534

 
38,438

 
13,250

 
573,948

 
7,658

 

 
823,828

 
 
2015
 
183,413

 
37,173

 
13,150

 
435,621

 
8,455

 

 
677,812

 
 
2014
 
177,042

 
35,759

 
12,900

 
491,968

 
4,918

 

 
722,587

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Victor H. Mendelson
 
2016
 
191,734

 
41,658

 
13,250

 
573,948

 
4,748

 

 
825,338

 
 
2015
 
183,413

 
39,320

 
13,150

 
435,621

 
3,807

 

 
675,311

 
 
2014
 
177,042

 
36,948

 
12,900

 
491,968

 
2,248

 

 
721,106

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Thomas S. Irwin
 
2016
 

 
204,231

 
12,525

 
742,884

 

 

 
959,640

 
 
2015
 

 
191,919

 
12,269

 
714,465

 

 

 
918,653

 
 
2014
 

 
178,924

 
11,850

 
687,424

 
975

 

 
879,173

___________________
 
(1)
Annual life and medical insurance premiums paid by the Company.

(2)
Participation in the HEICO Savings and Investment Plan is available to substantially all U.S. employees of the Company.

(3)
For more information on the HEICO Corporation Leadership Compensation Plan, see “Non-qualified Deferred Compensation,” which follows below within this Executive Compensation section.

(4)
Personal use of Company’s vehicle provided to the Named Executive Officer. The Company reports the personal use of such vehicles as part of each Named Executive Officer’s compensation.

(5)
Our Named Executive Officers personally use the Company’s facilities, and from time to time, use tickets for entertainment and other events for personal purposes, and receive occasional secretarial support with respect to personal matters. These perquisites and other personal benefits in aggregate, however, do not exceed $10,000 for any of the Named Executive Officers.



28



Grants of Plan-Based Awards

The HEICO Corporation 2012 Incentive Compensation Plan (“Incentive Plan”) was approved by our Board of Directors and shareholders in fiscal 2012. The Incentive Plan authorizes the Compensation Committee of the Board of Directors to select participants, designate performance periods, authorize performance awards that may be earned by achievement of performance goals during the performance periods, and set the other terms of performance awards. The following table summarizes certain information with respect to grants of awards to the Named Executive Officers of the Company under the Incentive Plan for fiscal 2016.  

 
 
Grant
Date
 
Share Class (1)
 
Payouts Under Non-Equity Incentive Plan
Awards for Performance at Specified Levels (2)  
 
All Other Option Awards: Number of Securities Underlying Options (4)
 
Exercise Price of Option Awards (5)
 
Grant Date Closing Market Price
 
Grant Date Fair Value of Option Awards (6)
Name
 
 
 
Threshold
 
Target
 
Maximum
 
Earned (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Laurans A. Mendelson
 
 
 

$1,078,000

 

$2,002,000

 

$2,926,000

 

$1,932,862

 

 

$—

 

$—

 

$—

 
 
 
 
 
 
 
 
 
 
 
 
400,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total

 
2,332,862

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carlos L. Macau, Jr.
 
12/14/2015
 
CA
 
466,900

 
867,100

 
1,267,300

 
837,171

 
25,000

 
43.36

 
43.36

 
467,585

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Eric A. Mendelson
 
12/14/2015
 
C
 
593,700

 
1,102,600

 
1,611,500

 
1,064,546

 
50,000

 
48.73

 
48.73

 
1,180,895

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Victor H. Mendelson
 
12/14/2015
 
C
 
593,700

 
1,102,600

 
1,611,500

 
1,064,546

 
50,000

 
48.73

 
48.73

 
1,180,895

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Thomas S. Irwin
 
 
 
201,200

 
373,600

 
546,100

 
360,745

 

 

 

 


___________________
 
(1)
“C” denotes HEICO Common Stock and “CA” denotes HEICO Class A Common Stock.

(2)
These values represent the threshold, target, and maximum payouts under the Incentive Plan. The actual earned bonus awards under the Incentive Plan were paid at 96.5% of the targeted levels and in accordance with the Incentive Plan because the Company did not meet its targeted net income. Please refer to the “Bonus” section of the Compensation Discussion and Analysis for further information about the Incentive Plan.

(3)
As previously mentioned on page 24, Laurans A. Mendelson also received a $400,000 cash incentive award as a result of HEICO's net income growth in fiscal 2016 as compared to fiscal 2015.

(4)
The right of the holder to exercise the options vests at the rate of 20% per year over a period of five years from the grant date.

(5)
The fiscal 2016 option awards were granted under the Incentive Plan which defines the exercise price as the closing sale price on the date of grant.

(6)
Represents the grant date fair value of option awards granted to the Named Executive Officer in fiscal 2016. See Note (2) to the Summary Compensation Table above for additional information on how the fair values were computed.

Outstanding Equity Awards at Fiscal 2016 Year-End
 
The following table summarizes information regarding equity-based awards held by our Named Executive Officers as of October 31, 2016. Information has been adjusted as necessary for all stock splits. All unexercisable



29



options are subject to a vesting schedule that provides for vesting at the rate of 20% per year over the first five years following the option grant date.   
 
 
Share Class (1)
 
Option Grant Date
 
Number of Securities
Underlying Unexercised Options
 
Option Exercise Price
 
Option Expiration Date
Name
 
 
 
Exercisable
 
Unexercisable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Laurans A. Mendelson
 
 
 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carlos L. Macau, Jr.
 
CA
 
6/1/2012
 
50,000

 
12,500

 

$25.01

 
6/1/2022
 
 
CA
 
6/18/2012
 
12,500

 
3,125

 

$25.02

 
6/18/2022
 
 
CA
 
6/10/2013
 
18,750

 
12,500

 

$30.18

 
6/10/2023
 
 
CA
 
6/8/2015
 
5,000

 
20,000

 

$48.65

 
6/8/2025
 
 
CA
 
12/14/2015
 

 
25,000

 

$43.36

 
12/14/2025
 
 
 
 
 
 
 
 
 
 
 
 
 
Eric A. Mendelson
 
C
 
9/14/2009
 
244,141

 

 

$16.18

 
9/14/2019
 
 
C
 
9/13/2010
 
195,313

 

 

$21.44

 
9/13/2020
 
 
C
 
9/12/2011
 
156,250

 

 

$31.12

 
9/12/2021
 
 
C
 
6/10/2013
 
37,500

 
25,000

 

$41.82

 
6/10/2023
 
 
C
 
6/8/2015
 
10,000

 
40,000

 

$57.95

 
6/8/2025
 
 
C
 
12/14/2015
 

 
50,000

 

$48.73

 
12/14/2025
 
 
CA
 
6/10/2013
 
37,500

 
25,000

 

$30.18

 
6/10/2023
 
 
 
 
 
 
 
 
 
 
 
 
 
Victor H. Mendelson
 
C
 
9/14/2009
 
244,141

 

 

$16.18

 
9/14/2019
 
 
C
 
9/13/2010
 
195,313

 

 

$21.44

 
9/13/2020
 
 
C
 
9/12/2011
 
156,250

 

 

$31.12

 
9/12/2021
 
 
C
 
6/10/2013
 
37,500

 
25,000

 

$41.82

 
6/10/2023
 
 
C
 
6/8/2015
 
10,000

 
40,000

 

$57.95

 
6/8/2025
 
 
C
 
12/14/2015
 

 
50,000

 

$48.73

 
12/14/2025
 
 
CA
 
6/10/2013
 
37,500

 
25,000

 

$30.18

 
6/10/2023
 
 
 
 
 
 
 
 
 
 
 
 
 
Thomas S. Irwin