DEF: Innovative Solutions & Support Sets 2026 Annual Meeting Agenda

Innovative Solutions and Support, Inc. announces its 2026 Annual Meeting of Shareholders to vote on director elections, auditor ratification, and executive compensation matters.

Summary

• The Annual Meeting of Shareholders will be held on April 16, 2026, at 10:00 a.m., Eastern Daylight Time, at the Company's corporate offices.
• Shareholders will vote to elect seven directors to hold office until the 2027 annual meeting, or until their successors are elected and qualified.
• The appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2026, will be put to a shareholder vote for ratification.
• Shareholders will hold a non-binding advisory vote on the frequency of the say-on-pay vote, with the Board recommending a frequency of once every three years.
• A non-binding advisory vote on named executive officer compensation, as disclosed in the Proxy Statement, will also take place.
• The record date for the meeting is January 26, 2026, with 17,778,343 shares of common stock outstanding and entitled to vote.
• For fiscal year 2025, CEO Shahram Askarpour's total compensation was $2,506,043, and CFO Jeffrey DiGiovanni's total compensation was $881,733.
• The Company achieved $53,897,000 in adjusted revenue and $14,866,492 in adjusted operating income for fiscal year 2025, exceeding its financial performance targets.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive filing, primarily driven by strong financial performance exceeding targets and significant net income growth, despite minor compliance issues related to late Section 16(a) filings.

Positives

• The Company achieved strong financial performance in fiscal year 2025, with adjusted revenue of $53,897,000 and adjusted operating income of $14,866,492, both exceeding established targets.
• Net income significantly increased to $15.63 million in fiscal year 2025, up from $7.00 million in fiscal year 2024 and $6.02 million in fiscal year 2023.
• The Total Shareholder Return (TSR) for fiscal year 2025 showed a value of $144.73 for an initial $100 investment, indicating positive shareholder value creation.
• Market performance conditions for all 201,000 Market-Based Restricted Stock Units (MSUs) granted to the CEO were met during fiscal year 2025, leading to their full vesting.
• All Section 16 officers were in compliance with the Stock Ownership and Retention Policy as of December 31, 2025, aligning management interests with shareholders.

Negatives

• Two executive officers, Jeffrey DiGiovanni and Shahram Askarpour, and one greater than 10% beneficial owner, each filed one late Form 4 report for Section 16(a) compliance during the fiscal year ended September 30, 2025.
• The Board recommends a 'say-on-pay' frequency of once every three years, which some shareholders might perceive as less frequent oversight of executive compensation compared to an annual vote.

Risks

• Technological and intellectual property risk.
• Regulatory risk.
• Credit risk.
• Liquidity risk.
• Reputational risk.
• Risk from adverse fluctuations in interest rates.
• Cybersecurity risk, which the Audit Committee oversees.

Future Outlook

The Board believes that continuing the practice of holding a non-binding advisory vote on executive compensation every three years will allow the Company to focus on developing compensation practices that are in the best long-term interests of its shareholders, rather than focusing on short-term impacts.

Management Comments

• "The Company considers your vote important and encourages you to vote as soon as possible." Shahram Askarpour, President and Chief Executive Officer.
• "The Board believes that continuing the practice of holding such a vote every three years will permit the Company to focus on developing compensation practices that are in the best long-term interests of its shareholders, while simultaneously giving shareholders the time frame they need to fully evaluate the design and effectiveness of those practices."
• "The Company believes that its executive compensation program achieves these goals by (i) providing competitive base salaries, (ii) awarding performance-based cash bonuses and (iii) granting equity-based awards from time to time to its executive officers."

Industry Context

StockSavvy.ai notes that Innovative Solutions and Support operates within the aerospace and defense industry, leveraging management's extensive experience in military aviation and defense services. The company's strategic focus on organic growth, mergers and acquisitions, and autonomous flight initiatives aligns with broader industry trends emphasizing technological advancement and market consolidation. Continued engagement with the Department of Defense through consulting agreements suggests a stable revenue stream from government contracts, a key segment in this sector.

Comparison to Industry Standards

• The filing does not provide specific comparable companies or projects for a direct industry benchmark comparison of financial results or compensation structures.
• The company's executive compensation program is designed to be competitive, but no detailed peer group analysis or specific industry benchmarks are presented in this filing.
• The significant increase in net income from $6.02 million in FY2023 to $15.63 million in FY2025 suggests strong internal performance, which would generally be viewed favorably against industry peers, assuming similar market conditions and growth opportunities.

Management Changes

Corporate Governance

Legal Proceedings

• To the knowledge of the Company, there was no material proceeding to which any director, executive officer, beneficial owner or any associate thereof is a party adverse to the Company or has a material interest adverse to the Company during the last ten years.

Related Party Transactions

• On October 18, 2024, the Company entered into a consulting agreement with Peduzzi Associated, Ltd. (PAL), an entity in which Mr. Dean (a director) serves as President. PAL provides consulting and business development services in support of the Company's business with the Department of Defense.
• The initial term of the agreement was for one year, with a retainer of $9,500 per month. In October 2025, the agreement was amended to increase the monthly retainer to $10,000 and extend the term for an additional year.

Stakeholder Impact

• **Shareholders**: Directly impacted by votes on director elections, auditor ratification, and executive compensation. Positive financial results and TSR indicate value creation. Executive compensation structure aims to align management interests with shareholder interests.
• **Employees**: Benefit from standard retirement, medical, dental, life insurance, disability coverage, and paid time-off benefits. The executive compensation program is designed to attract and retain highly skilled employees.
• **Customers (Department of Defense)**: Continued engagement through consulting agreements with entities like PAL suggests ongoing business relationships and service provision.
• **Management/Executives**: Compensation is tied to financial performance and qualitative goals, with severance and change-in-control benefits. Stock ownership policies further align their interests with the Company's long-term success.
• **Directors**: Compensation structure includes cash retainers and equity awards, with stock ownership requirements designed to align their interests with those of the shareholders.

Next Steps

• Shareholders will vote on the election of seven directors at the Annual Meeting on April 16, 2026.
• Shareholders will vote on the ratification of Grant Thornton LLP as the independent registered public accounting firm for fiscal year 2026.
• Shareholders will participate in non-binding advisory votes on the frequency of the say-on-pay vote and on named executive officer compensation.
• The Company will consider the outcome of the fiscal 2023 say-on-pay vote when making future compensation decisions for named executive officers.
• The next say-on-pay vote is scheduled for the Company's annual meeting of shareholders to be held in fiscal year 2026.

Key Dates

Recommendation

The company demonstrated robust financial performance in fiscal year 2025, significantly exceeding revenue and operating income targets and achieving substantial net income growth. The positive Total Shareholder Return (TSR) further underscores value creation for investors. While there were minor compliance issues with late Section 16(a) filings, the overall operational and financial health, coupled with a compensation structure designed to align executive interests with long-term shareholder value, indicates a strong investment opportunity.

Keywords

Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Director Election, Auditor Ratification, SEC Filing, Financial Performance, Shareholder Vote, Innovative Solutions and Support, Aerospace Industry