false000089408100008940812024-02-192024-02-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _____________________
Form 8-K
 _____________________
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 19, 2024
   _____________________
Air Transport Services Group, Inc.
(Exact name of registrant as specified in its charter)
  _____________________
 
   
DE000-5036826-1631624
(State or other jurisdiction
of incorporation)		Commission
File Number:		(IRS Employer
Identification No.)
145 Hunter Drive, Wilmington, OH 45177
(Address of principal executive offices, including zip code)
(937) 382-5591
(Registrant's telephone number, including area code)
 _____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class  Trading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per share  ATSGNASDAQ Stock Market LLC

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 19, 2024, the Board of Directors (the "Board") of Air Transport Services Group, Inc. (“ATSG”), upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), amended the Company's Executive Incentive Compensation Plan ("EIC Plan") for the purpose of specifically listing free cash flow as a performance measure.

The Company's executives, including the named executive officers, have the potential to earn incentive compensation under the EIC Plan. The purpose of the EIC Plan is to incentivize executive management to achieve short-term corporate goals. Under the EIC Plan, participants are eligible to receive a cash bonus utilizing a formula that establishes a bonus amount, expressed as a percentage of base salary, based upon the extent of achievement of performance measures that are prescribed under the EIC Plan. The performance measures selected, and the relevant weight given to each such performance measure, may vary by participant, provided that, unless otherwise determined by the Compensation Committee, bonuses will be based on at least two performance measures. The EIC Plan provides that one of the performance measures will be net income from continuing operations, while the other performance measures will consist of one or more of the following: revenue growth, return on capital, adjusted EBITDA, free cash flow, earnings per share, shipment growth, increase in stock price, return on assets, service, or the achievement of strategic objectives.

Also, on February 19, 2024, the Compensation Committee approved the performance measures under the EIC Plan for fiscal year 2024. The Compensation Committee determined that the cash-incentive bonus opportunity for each participant under the EIC Plan for fiscal year 2024: (i) shall be based upon the position held and range from 4.8% to 160% of the participant's base salary earned during the year; and (ii) the threshold, target and maximum bonus potentials for the participants shall consist of the following:

PositionThresholdTargetMaximum
Chief Executive Officer11.5%115%160%
President Chief Financial Officer
Chief Operating Officer
Chief Legal Officer
Chief Commercial Officer Subsidiary President		6%
6%
6%
6%
6% 6% 		60%
60%
60%
60%
60% 60% 		100%
100%
100%
100%
100% 100%
Vice President Subsidiary Vice President4.8% 4.8% 48% 48% 80% 80%
The Compensation Committee determines the performance measures, and the extent of the achievement thereof, for the Chief Executive Officer and the other executives, although the latter are determined in consultation with the Chief Executive Officer.

Joseph C. Hete, the Chairman of the Board and Chief Executive Officer; Michael L. Berger, the President; Quint O. Turner, the Chief Financial Officer; Edward J. Koharik, III, the Chief Operating Officer; W. Joseph Payne, the Chief Legal Officer and Secretary; and Paul Chase, the Chief Commercial Officer (collectively, the “named executive officers”), shall participate in the EIC Plan at the levels reflected in the table above for fiscal year 2024. With respect to the named executive officers: (i) 40% of their bonus opportunity will be based upon the level of achievement of net income from continuing operations targets established by the Committee; (ii) 40% of their bonus opportunity will be based upon the level of achievement of free cash flow targets established by the Committee; and (iii) 20% of their bonus opportunity will be based upon the level of achievement of strategic objectives approved by the Committee.

The foregoing description of the EIC Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the EIC Plan, a copy of which is enclosed herewith as Exhibit 10.1 and is incorporated herein by reference.

Also, on February 19, 2024, the Compensation Committee approved a revised form of award agreement (the “New Award Agreement”) for restricted stock grants under the Company’s Amended and Restated 2015 Incentive Stock Plan (the “LTI Plan”). The New Award Agreement changes the vesting provisions applicable to an individual who is eligible for Retirement, as that term is defined under the LTI Plan. Under the current form of award agreement, restricted stock held by an employee whose employment terminates as a result of death or Disability (as defined in the Plan) or after meeting the definition of Retirement under the LTI Plan (other than as a result of termination for Cause) will vest in full upon such termination of employment. Under the New Award Agreement, restricted stock held by an individual who is eligible for Retirement will vest in full upon termination of employment as a result of death or Disability or upon the later of (a) the first anniversary of the grant date of the restricted stock or (b) the date on which such holder becomes eligible for Retirement, without the requirement of termination of employment.



As of the date of this Report, no restricted stock awards have been granted pursuant to the New Award Agreement. As determined by the Compensation Committee, future grants of restricted stock under the LTI Plan, including grants to the named executive officers, may be awarded under both the existing form of restricted stock award agreement and the New Award Agreement during a phase in period. A copy of the existing form of restricted stock award agreement is filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

The foregoing description of the New Award Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Award Agreement, a copy of which is enclosed herewith as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
10.1*
10.2*
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Furnished herewith.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AIR TRANSPORT SERVICES GROUP, INC.
By:/S/  W. JOSEPH PAYNE
W. Joseph Payne
Chief Legal Officer & Secretary
Date:February 23, 2024