Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 18, 2025, the Board of Directors (the "Board") of HEICO Corporation (the "Company") appointed Nanda Kumar Cheruvatath to serve as an independent director of the Company, effective December 24, 2025. There were no arrangements or understandings pursuant to which Mr. Cheruvatath was appointed as a director, and there are no related party transactions between the Company and Mr. Cheruvatath reportable under Item 404(a) of Regulation S-K. As of the date of this Report, Mr. Cheruvatath has been appointed to serve as a member of the Environmental, Safety and Health Committee effective December 23, 2025.
Mr. Cheruvatath, age 64, has decades of senior executive experience in the aerospace and automotive industries, including thirty plus years with Eaton Corporation plc (NYSE: ETN). He most recently served as President of Eaton's Aerospace Group, where he was responsible for the leadership and strategic direction of the business during a period of significant growth. During his tenure, Mr. Cheruvatath led strategic initiatives, including major acquisitions and the development of long-term growth strategies for next-generation aerospace platforms.
Mr. Cheruvatath also served as Executive Vice President with responsibility for the Eaton Business System, overseeing standardized operating processes and enterprise-wide operational initiatives. Since retiring from Eaton in April 2024, Mr. Cheruvatath has served as an advisor to various aerospace companies and currently serves as Vice Chairman of an Eaton joint venture. Mr. Cheruvatath holds a Master of Business Administration degree from the University of Michigan, a Master of Science degree in Mechanical Engineering from Wayne State University, and a Bachelor of Science degree in Mechanical Engineering from BMS College of Engineering in Bangalore, India.