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| Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
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Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, California 90067
(310) 553-0555
March 28, 201818, 2024
Dear Fellow Stockholder:
Your officers and directors join me in inviting you to attend the 20182024 Annual Meeting of Stockholders (the “Annual Meeting”) at 7:8:30 a.m., Pacific Time,time, on Wednesday,Friday, May 9, 2018,3, 2024. The Annual Meeting will be held online in a virtual only meeting format via a live audio webcast at Century Plaza Towers, 2029 Century Park East, Concourse Level, Conference Room A, Los Angeles, California 90067.www.cesonlineservices.com/al24_vm. There will not be a physical location for the Annual Meeting. Stockholders may only participate online and must pre-register to attend.
If you plan to attend the virtual meeting, you will need to pre-register at www.cesonlineservices.com/al24_vm by 8:30 a.m. Pacific time on Thursday, May 2, 2024. To pre-register for the Annual Meeting, please follow the instructions provided under “Other Matters – General Information About the Annual Meeting – How do I pre-register to attend the Annual Meeting?” found in the accompanying Proxy Statement. Once registered, you will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting via live online webcast by visiting www.cesonlineservices.com/al24_vm.
The expected items of business for the meetingAnnual Meeting are described in detail in the attached Notice of 20182024 Annual Meeting of Stockholders and Proxy Statement.
We look forward to seeing youyour participation on May 9th.3rd. We encourage you to submit your vote as soon as possible, whether or not you expect to attend the Annual Meeting. Your vote is very important to us.
Sincerely,
Steven F.Udvar-Házy
Executive Chairman of the Board
Notice of
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| Time and Date: | ||||
| Location: | ||||
| Agenda: | (1) | Elect | ||
| (2) | Ratify the appointment of KPMG LLP as our independent registered public accounting firm for | |||
| (3) | Advisory vote to approve named executive officer compensation; | |||
| (4) | Advisory vote on the frequency of future advisory votes to approve named executive officer compensation; and | |||
| (5) | Act upon such other matters as may properly come before the meeting or any postponement or adjournment. | |||
| Record Date: | You can vote at the meeting and at any postponement or adjournment of the meeting if you were a stockholder of record as of the close of business on March | |||
| Voting: | Please vote as soon as possible, even if you plan to attend the meeting, to ensure that your shares will be represented. You do not need to attend the meeting to vote if you vote your shares before the meeting. If you are a record holder, you may vote your shares by mail, telephone or the Internet. If your shares are held by a broker, bank or other nominee, you must follow the instructions | |||
| Annual Report: | Copies of our | |||
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting
of Stockholders to be Held on May 9, 2018:3, 2024: Our Proxy Statement and Annual Report are available online at http://www.proxyvote.com.
By Order of the Board of Directors,
Carol H. Forsyte
Executive Vice President, General Counsel, Corporate
Secretary and Chief Compliance Officer
Los Angeles, California
March 28, 201818, 2024
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Stockholder Proposals and Director Nominations for our | ||||
Householding of Proxy Materials
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Appendix A – Definitions and Reconciliations of Non-GAAP Financial Measures
| A-1 | |||
FORWARD-LOOKING STATEMENTS
Statements in this proxy statement that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are based on our current intent, belief and expectations. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements. Words such as “can,” “could,” “may,” “predicts,” “potential,” “will,” “projects,” “continuing,” “ongoing,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and “should,” and variations of these words and similar expressions, are used in many cases to identify these forward-looking statements. Accordingly, these statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results, performance or achievements, or industry results to differ materially from those expressed in such statements. Our actual results, performance or achievements, or industry results could differ materially from those anticipated in such forward-looking statements as a result of the following factors, among others: our inability to obtain additional capital on favorable terms, or at all, to acquire aircraft, service our debt obligations and refinance maturing debt obligations; increases in our cost of borrowing, decreases in our credit ratings, or changes in interest rates; our inability to generate sufficient returns on our aircraft investments through strategic acquisition and profitable leasing; our failure to close our aircraft acquisition commitments; the failure of an aircraft or engine manufacturer to meet its contractual obligations to us, including or as a result of manufacturing flaws and technical or other difficulties with aircraft or engines before or after delivery; our ability to recover losses related to aircraft detained in Russia, including through insurance claims and related litigation; obsolescence of, or changes in overall demand for, our aircraft; changes in the value of, and lease rates for, our aircraft, including as a result of aircraft oversupply, manufacturer production levels, our lessees’ failure to maintain our aircraft, inflation, and other factors outside of our control; impaired financial condition and liquidity of our lessees, including due to lessee defaults and reorganizations, bankruptcies or similar proceedings; increased competition from other aircraft lessors; the failure by our lessees to adequately insure our aircraft or fulfill their contractual indemnity obligations to us or the failure of such insurers to fulfill their contractual obligations; increased tariffs and other restrictions on trade; changes in the regulatory environment, including changes in tax laws and environmental regulations; other events affecting our business or the business of our lessees and aircraft manufacturers or their suppliers that are beyond our or their control, such as the threat or realization of epidemic diseases, natural disasters, terrorist attacks, war or armed hostilities between countries or non-state actors; and any additional factors discussed under “Part I — Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2023 and other filings we make with the SEC, including future SEC filings.
All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from our expectations. You are therefore cautioned not to place undue reliance on such statements. Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout the documents incorporated by reference in this proxy statement. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect actual results or events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
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This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement and our Annual Report onForm 10-K before voting. We anticipate that these materials will first be made available to stockholders on or about March 30, 2018.21, 2024.
References throughout this Proxy Statement to “Air Lease Corporation,” “we,” “us,” and “our” refer to Air Lease Corporation and its subsidiaries, unless the context indicates otherwise.
Proposals to be Voted On
| Proposal | Board Recommendation | More Information
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Proposal | Election of | FOR each nominee |
pages 18 to 27 | |||||
Matthew J. Hart
Cheryl Gordon Krongard Marshall O. Larsen
| Robert A. Milton John L. Plueger Ian M. Saines
Steven F. Udvar-Házy | |||||||
Proposal | Ratification of Appointment of Independent Registered Public Accounting Firm
| FOR |
page 28 | |||||
Proposal | Advisory Vote to Approve Named Executive Officer Compensation
| FOR |
page 29 | |||||
Proposal | Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation
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1 YEAR |
page 30 | |||||
20182024 Proxy Statement | Air Lease Corporation | i
20172023 Financial Highlights
Air Lease Corporation experienced another successful year in 2017. Revenues increased 6.9% to $1.5 billion compared to 2016, supported by solid balance sheet growth with assets totaling $15.6 billion as of December 31, 2017.Pre-tax profit margin has expanded over the last five years, increasing from 34.2% in 2013 to 40.2% in 2017. Over the same period, ourpre-tax return on equity increased from 12.1% to 16.2%.
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2017and Business Highlights
In 2017, we successfully executed ourWe delivered strong financial and operational strategy which is designed to drive long-term stockholder value.results in 2023. Highlights for the year ended December 31, 2023 include:
(1) As of December 31, 2023, our owned fleet count included 14 aircraft classified as flight equipment held for sale and 12 aircraft classified as net investments in sales-type leases which were included in “other assets” on our consolidated balance sheet in our Annual Report on Form 10-K for 2023. |
(2) Lease utilization rate is calculated based on the number of days each aircraft was subject to a lease or letter of intent during the period, weighted by the net book value of the aircraft. |
(3) Consists of $16.4 billion in contracted minimum rental payments on the aircraft in our existing fleet and $14.6 billion in minimum future rental payments related to aircraft which will deliver between 2024 through 2027. |
Aircraft Activity.Activity. During the year ended December 31, 2017,2023, we purchased and took delivery of 3071 aircraft from our new order pipeline purchased 10 incrementaland sold 27 aircraft sold 31 aircraft and received insurance proceeds relating to the insured losses of two aircraft,1, ending the year with a total of 244463 aircraft in our owned aircraft with a net book value of $13.3 billion.fleet. The weighted average lease term remaining on our operating lease portfolio was 6.8 years and the weighted average age of our fleet was 3.84.6 years, and the weighted average lease term remaining was 7.0 years as of December 31, 2017. Our fleet grew by 10.3% based on2023. The net book value of $13.3our fleet grew by 6.9%, to $26.2 billion as of December 31, 20172023, compared to $12.0$24.5 billion as of December 31, 2016. In addition,2022, and our lease utilization rate for 2023 was 99.9%. Our managed fleet increased to 50was comprised of 78 aircraft as of December 31, 2017 from 302023, as compared to 85 aircraft as of December 31, 2016. We have a globally diversified customer base comprised of 91 airlines in 55 countries. As of February 22, 2018, all of our aircraft in our operating lease portfolio were subject to lease agreements.2022.
| 1 | Aircraft sales include two sales-type lease transactions during the year ended December 31, 2023. |
ii | Air Lease Corporation | 20182024 Proxy Statement
New OrderAircraft Pipeline.During 2017, we increased our total commitments with Airbus and Boeing by a net 35 aircraft. As of December 31, 2017,2023, we had commitments to purchase 368334 aircraft from Airbus and Boeing for delivery through 2023,2028 with an estimated aggregate commitment of $27.0$21.7 billion. We have placed 100% of our committed orderbook on long-term leases for aircraft delivering through the end of 2025 and have placed 65% of our entire orderbook. We ended 20172023 with $23.4$31.0 billion in committed minimum future rental payments, and placed 79%consisting of our order book on long-term leases for aircraft delivering through 2020. This includes $10.1$16.4 billion in contracted minimum rental payments on the aircraft in our existing fleet and $13.3$14.6 billion in minimum future rental payments related to aircraft which will deliver between 20182024 through 2027.
Financing. During 2023, we raised approximately $3.6 billion in committed debt financings, with floating interest rates ranging from SOFR plus 0.42% and 2022.
Financing. In 2017,SOFR plus 1.50% and fixed interest rates ranging from 5.30% to 5.94%, net of the effects of cross-currency hedging arrangements. Additionally, we issued $2.2 billion senior unsecured notesended 2023 with an average interest rate of 3.16%, with maturities ranging from 2022 to 2027. In 2017, we increasedaggregate borrowing capacity under our unsecured revolving credit facility capacity to approximately $3.8of $6.3 billion representing an 18.6% increase from 2016 and extended the final maturity to May 5, 2021. We ended 2017 withtotal liquidity of $6.8 billion. As of December 31, 2023, we had total debt outstanding net of discounts and issuance costs, of $9.7$19.4 billion, of which 85.4%84.7% was at a fixed rate and 94.6%98.4% of which was unsecured. Ourunsecured and, in the aggregate, our composite cost of funds decreased to 3.20% as of December 31, 2017 from 3.42% as of December 31, 2016.was 3.77%.
Tax reform. On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax law by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. As a result of the Tax Reform Act, we recorded an estimated tax benefit of $354.1 million or $3.16 per diluted share due to there-measurement of deferred tax assets and liabilities for the quarter ended December 31, 2017.
Financial Highlights. In 2017, Our total revenues increased by 6.9% to $1.5 billion, compared to 2016. The increase in our total revenues is primarily due to the $1.2 billion increase in the net book value of our operating lease portfolio. Our net income for the year ended December 31, 20172023 increased by 15.9% to $2.7 billion as compared to 2022. The increase in total revenues was $756.2primarily driven by the continued growth in our fleet, an increase in sales activity, and higher end of lease revenue. Our net income attributable to common stockholders for the year ended December 31, 2023 was $572.9 million, or $6.82$5.14 per diluted share, as compared to $374.9a net loss attributable to common stockholders of $138.7 million, or $3.44$1.24 loss per diluted share, for the year ended December 31, 2016.2022. The increase compared to the prior year was primarily due to the increase in revenues from the continued growth of our fleet, an increase in sales activity, and higher end of lease revenue described above, partially offset by higher interest expense, which resulted from an increase in our composite cost of funds. In addition, in 2023, we recognized a net benefit of approximately $67.0 million from the settlement of insurance claims under JSC Siberia Airline’s (“S7”, a Russian airline) insurance policies related to four aircraft previously included in our owned fleet and our equity interest in certain aircraft from our managed fleet that were previously on lease to S7, whereas in 2022, we recognized a net write-off of $771.5 million related to our Russian fleet. During the year ended December 31, 2023, our adjusted net income and diluted earnings per sharebefore income taxes2 was $733.6 million compared to $659.9 million for the year ended December 31, 20172022. Our adjusted diluted earnings per share before income taxes for the full year 2023 was due$6.58 compared to $5.89 for the full year 2022. The increase in our adjusted net income before income taxes and adjusted diluted earnings per share before income taxes primarily relates to the $1.2 billion increase in the net book value of our operating lease portfolio, and there-measurement of our U.S. deferred tax liabilities associated with the enactment of the Tax Reform Act, resulting in a tax benefit of $354.1 million.revenues as discussed above, partially offset by higher interest expense. Ourpre-tax profit margin return on common equity for the year ended December 31, 2017 was 40.2%2023 increased to 11.8% as compared to 40.9% for(3.0)% in 2022 driven primarily by the year ended December 31, 2016.increase in net income attributable to common stockholders discussed above.
Dividend Increase.Increased Return of Capital. On November 8, 2017,3, 2023, our Board of Directors approved an increase in our quarterly cash dividend of 33%on our Class A Common Stock by 5%, from $0.075$0.20 per share to $0.10$0.21 per share. This dividend, paid on January 10, 2024, marked our 44th consecutive dividend since we declared our first dividend in 2013 and our eleventh consecutive annual dividend increase over that time.
| 2 | Our adjusted net income before income taxes and adjusted diluted earnings per share before income taxes exclude the effects of certain non-cash items, one-time or non-recurring items that are not expected to continue in the future and certain other items, such net write-offs and recoveries related to our former Russian fleet. Adjusted net income before income taxes and adjusted diluted earnings per share before income taxes are measures of financial and operational performance that are not defined by U.S. Generally Accepted Accounting Principles (“GAAP”). See Appendix A for a discussion of adjusted net income before income taxes and adjusted diluted earnings per share before income taxes as non-GAAP measures and a reconciliation of these measures to net income attributable to common stockholders. |
2024 Proxy Statement | Air Lease Corporation | iii
Workforce Productivity. As of December 31, 2017,2023, we had 87 full-time163 employees and $15.6$30.5 billion of total assets. Per employee, our revenuetotal revenues, net income attributable to common stockholders, and adjusted net income before income taxes for the year ended December 31, 2017 was2023 were approximately $17.4$16.5 million, $3.5 million and $8.7$4.5 million, respectively.
For a comprehensive discussion of our financial results, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 15, 2024 and is available at http://www.airleasecorp.com/investors.
2018 Proxy Statement
iv | Air Lease Corporation | iii2024 Proxy Statement
Corporate Governance HighlightsBoard Matrix
We maintain governance practices that we believe establish meaningful accountability for our Company and our Board, including:
Our eight members of the Boardnine director nominees are highly experienced and possess the necessary skills and balance of perspectives to oversee our unique business. Set forth below is a summary of the Board’s collectiveeach director nominee’s qualifications experiences and backgrounds.experience, certain demographical information, as well as their committee membership. More detailed information is provided in each director nominee’s biographical information beginning on page 11.19.
iv | Air Lease Corporation | 2018 Proxy Statement
Director Nominees
| Name | Age | Director Since | Independent | Occupation | Committee
| Other Boards | ||||||||||||
A
| NCG
| Com
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Robert A. Milton | 57 | 2010 | ✓ | Retired Chairman & CEO, ACE Aviation Holdings and Air Canada
| M | C | M | • United Continental Holdings | ||||||||||
Matthew J. Hart | 65 | 2010 | ✓ | Retired President & COO, Hilton Hotels Corporation | C | M | • American • American
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Cheryl Gordon Krongard | 62 | 2013 | ✓ | Retired Senior Partner, Apollo Management
| M | • Xerox | ||||||||||||
Marshall O. Larsen | 69 | 2014 | ✓ | Retired Chairman, President & CEO, Goodrich Corporation | M | • Becton, • Lowe’s • United
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John L. Plueger | 63 | 2010 | Chief Executive Officer & President, Air Lease Corporation
| • Spirit AeroSystems Holdings | ||||||||||||||
Ian M. Saines | 55 | 2010 | ✓ | Chief Executive, Funds Management Challenger Limited
| M | |||||||||||||
Ronald D. Sugar | 69 | 2010 | ✓ | Retired Chairman & CEO, Northrop Grumman Corporation
| M | C | • Amgen • Apple • Chevron | |||||||||||
Steven F.Udvar-Házy | 72 | 2010 | Executive Chairman, Air Lease Corporation
| • SkyWest | ||||||||||||||
M = Member; C = Chair
Committees: Audit = A; Nominating and Corporate Governance = NCG; Compensation = Comp
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| Udvar-Házy | Plueger | Milton | Hart | Krongard |
Hollingsworth | Larsen | McCaw | Saines | ||||||||||
Qualifications and Experience | ||||||||||||||||||
Executive Leadership Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||||||||
Airline Industry/Aviation Expertise | ● | ● | ● | ● | ● | ● | ||||||||||||
Financial/Capital Allocation Expertise | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||
International Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||||||||
Risk Management and Oversight Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||||||||
Other Public Company Board Experience | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||
Committee Membership | ||||||||||||||||||
Audit | ● |  | ● | ● | ||||||||||||||
Nominating & Corporate Governance | | ● | ● | ● | ||||||||||||||
Leadership Development & Compensation | ● | | ● | ● | ||||||||||||||
Independent | ||||||||||||||||||
| ● | ● | ● | ● | ● | ● | ● | ||||||||||||
Board Tenure | ||||||||||||||||||
Years | 14 | 14 | 14 | 14 | 10 | 3 | 10 | 4 | 14 | |||||||||
Demographics | ||||||||||||||||||
Gender | ||||||||||||||||||
Female | ● | ● | ● | |||||||||||||||
Male | ● | ● | ● | ● | ● | ● | ||||||||||||
Race/Ethnicity | ||||||||||||||||||
African American or Black | ● | |||||||||||||||||
White | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||
Age | ||||||||||||||||||
Years | 78 | 69 | 63 | 71 | 68 | 57 | 75 | 61 | 61 | |||||||||
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Committee Chair |
2018 Proxy Statementv | Air Lease Corporation | v2024 Proxy Statement
Executive Compensation Highlights
Compensation Philosophy
Our executive compensation program is designed to attract, retain and motivate the highest caliber executives in the aircraft leasing industry by offering a comprehensive compensation program that is attractive enough to entice and retain successful senior executives. We also believe it is important that our compensation program attractattracts the mosthighly talented executives that areexecutive who is experienced and capable of managing our aircraft fleet with a very small team to help drive our profitability.
At the end of 2023, we had total revenues of $2.7 billion and 163 employees, with total compensation expense representing 4.0% of revenues. We believe that our ratio of employees to total revenue and net income attributable to common stockholders compares favorably to other companies in capital-intensive businesses. The chart below shows our total revenues and net income attributable to common stockholders per employee as of December 31, 2023 as compared to the average of our 2023 custom benchmark group: | COMPENSATION EXPENSE 4% 2023 total revenues |
Pay-for-Performance Philosophy
Our executive compensation program is also designed to reward our executives for contributing to the endachievement of 2017,our annual and long-term objectives. We set performance metrics based on our 2023 financial plan, with the goal of aligning our performance-based compensation with the creation of long-term value for our stockholders. In 2023, we made changes to our compensation program, including increasing the weighting of the financial metrics in our annual bonus program from 60% to 70%, while simultaneously reducing the weighting of the strategic objectives from 40% to 30%. We had total revenuesreduced the relative weighting of $1.5 billionthe financial metrics included in our annual bonus program during the COVID-19 pandemic and we had 87 employees, resultingour industry’s recovery given the difficulty in 2017 revenue per employeeforecasting our financial performance during that period. We also kept the substantial majority of approximately $17.4 millionour long-term incentive awards tied to performance-based objectives with the relative split between performance and totaltime-based long-term incentive awards for 2023 consisting of 50% Book Value RSUs, 25% TSR RSUs and 25% time-based RSUs.
2024 Proxy Statement | Air Lease Corporation | vi
Our recent long-term incentive performance award payouts demonstrate the rigor of the long-term performance targets set by the leadership development and compensation expense representing 3.9% of revenues. committee:
We believe that our directors’ and employees’ ownership of our stock is critical to alignment with our stockholders. Our employees and independent directors collectively owned approximately 7% of the ratioCompany’s outstanding Class A Common Stock as of employees to total assets and total compensation as a percentage of revenues compares favorably to other companies in capital-intensive businesses. March 4, 2024.
vii | Air Lease Corporation | 2024 Proxy Statement
Compensation Governance
Our leadership development and compensation committee regularly reviews our compensation governance practices to ensure we are incentivizing hard work and high performance while also managing risk. OurHighlights of our executive compensation program currently includes the following features:include:
What We Do:
| ✓ | Pay for Performance |
| ✓ | Double-Trigger Change in Control Provisions |
| ✓ |
Manage the use of equity incentives conservatively with a net equity burn rate |
| ✓ | Tally Sheets |
| ✓ | Director Stock Ownership Guidelines |
| ✓ | Executive Officer Stock Ownership Guidelines (6X for CEO and Executive Chairman and 2X for other executives; excludes unvested performance shares) |
| ✓ | Mitigate Undue Risk |
| ✓ | Independent Compensation Consultant |
| ✓ | Annual |
| ✓ | Clawback Policy in compliance with current NYSE Listing Standards |
| ✓ | Annual “Say-on-Pay” |
| ✓ | Robust Stockholder Engagement Program |
What We Don’t Do:
| x | Directors or Employee Hedging |
| x | Executive Officer or Director Pledging |
| x | Tax Gross-Ups (except in connection with foreign assignments) |
| x | Dividend or Dividend Equivalents on Unvested Equity Awards |
| x | Re-Price Stock Options |
| x | Pension Benefits (other than 401(k)) |
| x | Employment Agreements (except in connection with foreign assignments) |
| x | Equity awards with less than 1-year vesting |
| x | Uncapped payouts in our incentive plans |
| x | No liberal share recycling of stock options or stock appreciation rights |
| x | Stock Option Awards |
| x | Equity plan evergreen provisions |
| x | Guaranteed cash incentives, equity compensation or salary increases for NEOs (except upon death or disability) |
| x | Excessive perquisites or other benefits |
Pay-for-Performance Philosophy
Our executive compensation program is designed to reward our executives for contributing to the achievement of our annualExtensive Stockholder Engagement and long-term objectives. We set robust goals to align performance-based compensation with the creation of long-term value for our stockholders. We also believe that our directors and employees ownership of our stock is critical to alignment with our stockholders. Our 87employees along with our independent directors collectively own over 9% of the Company.
vi | Air Lease Corporation | 2018 Proxy Statement
Engagement with Stockholders and Compensation Program and Disclosure EnhancementsDemonstrated Responsiveness
To better understand our investors’ perspectives regarding our executive compensation program foras well as a variety of corporate governance and sustainability topics, we engage with our investors throughout the last several yearsyear via individual or group meetings, at industry and bank conferences, as well as through our investor relations team. Following the 2023 annual stockholders meeting, in addition to our regular investor engagement efforts, the leadership development and compensation committee also oversaw dedicated stockholder outreach efforts in light of the results of our 2023 “say-on-pay” advisory vote. Engagement with our stockholders helps us better understand evolving priorities and perspectives, gives us an opportunity to elaborate upon our initiatives with relevant experts, and fosters constructive dialogue. We take feedback and insights from our engagement with investors into consideration as we have engaged in stockholder outreach. We spokereview and evolve our business and governance practices and disclosures, and further share them with our Board of Directors and leadership development and compensation committee, as appropriate.
2024 Proxy Statement | Air Lease Corporation | viii
Following the 2023 annual stockholders in the spring of 2017 after issuing our proxy statement and again in late 2017 and early 2018. In our most recent outreach,meeting, we engaged with stockholders holding 44%holders of over 70% of outstanding shares of our Class A Common Stock (none of whom were our employees or directors). WhileA summary of what we regularly communicateheard during these engagement sessions, along with our stockholders, during our most recent outreachthe changes we contacted our large stockholders to specifically discuss our compensation philosophy and program and to listen to their feedback. The compensation committee considered our stockholders’ views when making decisions about changes to our 2017 and 2018 compensation programs.
We continued to enhance our executive compensation programimplemented in response, to evolving compensation practices and feedback from our stockholder engagement efforts, specifically by making the following responsive changes:is below:
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| How We Responded | ||||||
| Stockholders expressed concern over the goal rigor of metrics in our annual bonus program —specifically, that goals for some metrics were set below prior year actual results | ||||||
 | We incorporated stockholder feedback on this topic in several ways:
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Second, we (i) We set the (ii) We significantly increased the outperformance required to obtain above target payouts on all of the
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(iv) We increased the weighting of our | ||||||
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strategic goals.
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| We almost doubled the | ||||
2018ix | Air Lease Corporation | 2024 Proxy Statement
| What We Heard | How We Responded | |||
| Stockholders indicated support for our proposal to return our annual bonus program to pre-pandemic historical financial and strategic goal splits | | For our 2024 annual bonus program, our leadership development and compensation committee increased the weighting of the financial metrics from 70% to 80%, while simultaneously reducing the weighting of the strategic objectives from 30% to 20%. This weighting is consistent with the weighting of the financial and strategic metrics in our annual bonus plan prior to the pandemic | ||
| Stockholders indicated a desire for more specific goals and target achievement levels for strategic metrics included in our annual bonus program | | We updated the strategic metrics in our 2023 and 2024 annual bonus program to be entirely comprised of metrics that can be quantitatively assessed for achievement and have included disclosure of these goals in this Proxy Statement | ||
| Stockholders asked us to provide increased disclosure in our proxy statement regarding the role of our Executive Chairman | | We have added increased disclosure in this Proxy Statement to help our stockholders better understand the important role of our Executive Chairman, including his significant engagement as a member of our executive team. See the section titled, “Compensation Discussion and Analysis—Our Named Executive Officers” in this Proxy Statement | ||
| Some stockholders expressed concern over the pay of our Executive Chaiman relative to our CEO | | While some stockholders expressed concern over the close proximity of compensation of our Executive Chairman and CEO, many stockholders noted that they look at the quantum of overall executive compensation, and because our overall named executive officer compensation is generally in line with other similarly sized companies, most stockholders indicated our CEO and Executive Chairman compensation structure was not problematic. Additionally, many stockholders acknowledged that our CEO and Executive Chairman compensation structure was appropriate in light of our Executive Chairman’s importance in the management of customer and OEM relationships and active, full-time employment with the Company | ||
| Stockholders generally supported and requested the continued inclusion of a sustainability metric in our annual bonus program | | Our 2023 and 2024 annual bonus program include a strategic metric based on the percentage of our fleet comprised of the newest generation aircraft | ||
| Some stockholders noted they would like to see increased scope emissions disclosure, including Scope 3 emissions disclosure | | We have increased our scope emissions disclosures in recent years, with 2023 being our second year providing Scope 1 and Scope 2 emissions disclosure, and we plan to disclose all required scope emissions in compliance with all applicable corporate sustainability reporting directives as those are adopted or phase in | ||
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viii | Air Lease Corporation | 2018 Proxy Statement
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, California 90067
(310) 553-0555
Proxy Statement for the
Stockholders
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of Directors
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Members and Meetings of the Board of Directors
OurThe Board of Directors (the “Board of Directors”) of Air Lease Corporation (“we,” “our,” “us,” or the “Company”) is currently composed of eightnine members: Matthew J. Hart, Yvette Hollingsworth Clark, Cheryl Gordon Krongard, Marshall O. Larsen, Susan McCaw, Robert A. Milton, John L. Plueger, Ian M. Saines, Ronald D. Sugar and Steven F.Udvar-Házy. Our directors serve for one-year terms until the next annual meeting of stockholders, and until their respective successors are duly elected and qualified.qualified or until his or her resignation or removal. Certain information regarding our directors is set forth below inProposal 1: Election of Directors.
Our Board of Directors held sevensix meetings in 2017.2023. Each of the directorsdirector nominees standing forre-election election at the Annual Meeting attended at least 75%100% of the meetings of the Board of Directors and the committees of the Board of Directors on which he or she served in 2017.2023 other than one director who attended 86% of the meetings of the Board of Directors and the committees of the Board of Directors on which they served in 2023. We expect, but do not require, our directors to attend the annual meeting of stockholders each year. AllEight of our directors who stood for election atnine director nominees attended the 20172023 annual meeting other than Mr. Saines attended that meeting.
Each director will qualify as “independent” pursuant toUnder the corporate governance rules of the New York Stock Exchange (the “NYSE”) listing standards only if our, a majority of the members of the Board of Directors must satisfy the NYSE criteria for “independence.” No director qualifies as independent unless the Board of Directors affirmatively determines that he or she has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. Accordingly, ourThe Board of Directors has affirmatively determined that sixseven of our eightnine current directors, Mr. Hart, Ms. Hollingsworth Clark, Ms. Krongard, Mr. Larsen, Ms. McCaw, Mr. Milton and Mr. Saines and Dr. Sugar, were independent in accordance with the NYSE rules during the periods in 20172023 and 20182024 that theysuch directors served as directors of ouron the Board of Directors. Mr. Milton serves as our lead independent director.Messrs. Udvar-Házy and Plueger are not independent because they are employees of Air Lease Corporation (the “Company”).the Company.
20182024 Proxy Statement | Air Lease Corporation | 1
Board of Directors’ Leadership
The Board of Directors currently has no firm policy as to whether the roles of Chairman of the Board of Directors and Chief Executive Officer should be combined or separate. Instead, our Board of Directors believes that our leadership structure should be considered in the context of our Company’s circumstances at any given time, including company culture, strategic objectives and any challenges we may be facing. Therefore, our Board of Directors evaluates its leadership structure annually to ensure that the most optimal structure is in place for our Company’s needs, – which may evolve over time.
Our Corporate Governance Guidelines provide that in the event thatif the Chairman of the Board of Directors is not an independent director, the nominating and corporate governance committee may designate an independent director to serve as “Lead Director,” who shall be approved by a majority of the independent directors. The Board of Directors believes having an independent Lead Director provides an appropriate balance between strong Company leadership and appropriate oversight by independent directors.
As part of our Board of Directors’ long-term succession plans for the Company, effective July 1, 2016, the Board established the separate executive position of Executive Chairman of the Board ofDirectors. Mr. Udvar-Házy, our founder and former Chief Executive Officer, now serves as the Executive Chairman of the Board of Directors, and in addition to his executive officer role, chairs the meetings of the Board of Directors and works closely with Robert A. Milton, our independent Lead Director. John L. Plueger, our Chief Executive Officer, also works closely with Mr. Milton in his role.
The role of the independent Lead Director helps ensure oversight by an active and involved independent Board of Directors, while Mr.Udvar-Házy’s continued engagement as Executive Chairman of the Board enables the Company and the Board of Directors to benefit from his deep knowledge, industry relationships, and operational experience.
John L. Plueger, our Chief Executive Officer, also works closely with Mr. Milton has been elected annually by the independent directors of the Board to servein his role as independent Lead Director since our initial public offering in 2011. Director.
In this role, Mr. Milton has the following responsibilities as set forth in our Corporate Governance Guidelines and as requested by the Board of Directors:
| • | chair meetings of the non-management or independent directors; |
| • | call meetings of the non-management or independent directors, if deemed appropriate; |
provide input on the selection of thenon-management independent directors;any new director;
facilitate communications between other members of the Board and the Executive Chairman and/or Chief Executive Officer;
work with the Executive Chairman in the preparation of the agenda for each meeting;
work with the Executive Chairman in determining the need for special meetings;
otherwise consult with the Executive Chairman and/or the Chief Executive Officer on matters of governance and Board performance.performance;
report the results of the annual performance evaluation of the Executive Chairman and the Chief Executive Officer, to each individual; and
be available, as appropriate, for consultations and direct communication with stockholders.
Mr. Milton also serves on each committee of the Board. The Board of Directors believes that Mr. Milton’s extensive aviation industry experience, chief executive officer experience, as well as other board experience make him well suited to serve as its independent Lead Director.
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The Board of Directors believes that the leadership structure with a strong independent Lead Director on the one hand, and knowledgeable and experienced Executive Chairman of the Board of Directors on the other, provides balance and is in the best interest of the Company.
Corporate Governance Guidelines
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Our Board of Directors has adopted Corporate Governance Guidelines (the “Guidelines”) to assist it in the exercise of its duties and responsibilities and to serve the best interests of the Company and our stockholders. The Guidelines describe (i) the Lead Director’s and the Board of Directors’ responsibilities, (ii) the qualification criteria for serving as a director, including diversity considerations and over-boarding limits, (iii) the requirement that a director must offer to resign if the Board has determined that an actual conflict of interest arises with respect to the director which is not waived by the Board or such director fails to receive a majority vote at an annual meeting (with any such resignation being subject to review and acceptance by the full Board of Directors), (iv) the requirement that directors are subject to the Company’s Code of Business Conduct described below in the section titled “The Board of Directors’ Role in Governance Oversight” and (v) the standards for the conduct of meetings and establishing and maintaining committees. In addition, the Guidelines (i) contain a “Rooney Rule” requirement to actively include women and minority candidates in the pool of qualified director candidates from which directors are to be selected, (ii) confirm that the directors will have full and free access to officers and employees of the Company and have authority to retain independent advisors as necessary and appropriate in carrying out their activities, (iii) establish frameworks for director compensation, director orientation and continuing education, and an annual evaluation of the Board and its committees and of the Guidelines, (iv) charge the leadership development and compensation committee with oversight of management evaluation and succession, and (v) detail the Company’s policies regarding confidentiality and communications between our Board of Directors and the press and media on matters pertaining to the Company and clarify our practices regarding communications to our Board of Directors by stockholders and other interested parties.
Our Board of Directors periodically reviews the Guidelines and makes amendments from time to time. The Guidelines are available on our website at www.airleasecorp.com.
Executive Sessions ofNon-Employee Directors
As part of the Board of Directors’ regularly scheduled meetings, thenon-employee directors meet in executive session. Anynon-employee director can request additional executive sessions. Mr. Milton, as lead independent director,Lead Director, schedules and chairs the executive sessions.
Committees of the Board of Directors
Our Board of Directors has three standing committees: an audit committee, a leadership development and compensation committee and a nominating and corporate governance committee. Our Board of Directors has determined that each of these committees is composed solely of independent directors under the applicable NYSE rules. Our Board of Directors has adopted a charter for each committee that is available on our website at www.airleasecorp.com.
All of the independent members of the Board of Directors are invited to attend all committee meetings and it is the practice of the independent directors to attend the meetings of committees upon which they do not serve. The independent directors believe that their attendance at these meetings enhances their understanding of the business and permits them to spend more time on issuessubstantively contribute at the meetings of the full Board of Directors.
Audit Committee
Our audit committee consists of Messrs. Hart, Milton and Saines. Mr. Hart is the Chairman of the audit committee. Our audit committee’s duties include, but are not limited to, monitoring (1) the integrity of the financial statements of the Company, (2) the independent registered public accounting firm’s qualifications and independence, (3) the performance of our internal audit function and independent registered public accounting firm, (4) our compliance with legal and regulatory requirements and (5) our overall risk profile. Our audit committee is a separately designated standing audit committee as defined in Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Our audit committee must at all times be composed exclusively of directors who are “financially literate” as defined under the NYSE listing standards. The audit committee also must have at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background that results in the individual’s financial sophistication, and who qualifies as an “audit committee financial expert,” as defined under the rules and regulations of the Securities and Exchange Commission (“SEC”). Our Board of Directors has determined that each member of our audit committee is financially literate and is an “audit committee financial expert.” In addition to being “independent” under NYSE rules, each member of our audit committee also meets the independence requirements of the SEC for purposes of serving on an audit committee.
Our audit committee held four meetings in 2017.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Messrs. Milton, Hart, and Larsen and Dr. Sugar. Mr. Milton is the Chairman of the nominating and corporate governance committee. Our nominating and corporate governance committee monitors the implementation of sound corporate governance principles, practices and risks and will, among other things: (1) identify individuals believed to be qualified to become a member of our Board of Directors and recommend to the Board candidates for all directorships to be filled, (2) periodically review and recommend changes, as appropriate, to our corporate governance guidelines and (3) annually oversee the evaluation of our Board of Directors and its committees. Our nominating and corporate governance committee also reviews and approves all related party transactions in accordance with our policies with respect to such matters.
Our nominating and corporate governance committee held four meetings in 2017.
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Compensation Committee
Our compensation committee consists of Dr. Sugar, Ms. Krongard and Mr. Milton. Dr. SugarBelow is the Chairman of the compensation committee. Our compensation committee has overall responsibility for (1) evaluating, and approving or recommending, alla summary of our compensation plans, policiescurrent committee membership information along with brief descriptions of each committee’s roles and programs as they affect the executive officers, including the Executive Chairman and the Chief Executive Officer, (2) overseeing the evaluation of management and succession planning for executive officer positions, (3) at least annually reviewing the compensation (both cash and equity based award compensation) ofnon-employee directors for service on the Board and its committees and recommending any changes to the Board for approval and (4)responsibilities:
Audit Committee | ||
Members Mr. Hart (Chair) Ms. Hollingsworth Clark Mr. Milton Mr. Saines All Independent/Financially Literate/Financial Experts(1) | 2023 Meetings • Held four meetings • 100% attendance | |
Responsibilities. The responsibilities of the audit committee include, but are not limited to, overseeing: • the integrity of the financial statements of the Company; • the independent registered public accounting firm’s qualifications and independence; • the performance of our internal audit function and independent registered public accounting firm; • our compliance with legal and regulatory requirements; • our accounting and system of internal controls; • our cybersecurity program; and • our overall policies and practices with respect to risk assessment and risk management. | ||
| (1) | Our Board of Directors has determined that each member of our audit committee is “financially literate” under applicable rules of the NYSE and is an “audit committee financial expert,” as defined under the rules and regulations of the Securities and Exchange Commission (“SEC”). In addition, each member of our audit committee also meets the enhanced independence requirements pursuant to Rule 10A-3(b)(i) of the Securities Exchange Act and NYSE rules for purposes of serving on an audit committee. |
Nominating and Corporate Governance Committee | ||
Members Mr. Milton (Chair) Mr. Hart Ms. Krongard Mr. Larsen All Independent | 2023 Meetings • Held four meetings • 100% attendance | |
Responsibilities. Our nominating and corporate governance committee monitors the implementation of sound corporate governance principles, practices and risks and will, among other things: • identify individuals qualified to become a member of our Board and recommend to the Board of Directors candidates to be appointed to fill vacancies and newly created directorships consistent with criteria approved by the Board and as further described under the section titled “Consideration of Director Candidates”; • periodically review and recommend changes, as appropriate, to our corporate governance documents; • review stockholder proposals submitted in accordance with our bylaws; • annually oversee the evaluation of the Board of Directors and its committees; and • review and approve all related person transactions in accordance with our Related Persons Transaction Policy. | ||
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Leadership Development and Compensation Committee | ||
Members Ms. Krongard (Chair) Ms. McCaw Mr. Larsen Mr. Milton All Independent(1) | 2023 Meetings • Held five meetings • 100% attendance | |
Responsibilities. The responsibilities of the leadership development and compensation committee include, but are not limited to: • overseeing our overall compensation structure, policies and programs; • reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and Executive Chairman, reviewing the performance of each such individual in light of those goals and objectives and recommending to the independent directors of the Board the compensation level for each such individual based on this evaluation; • reviewing and approving corporate goals and objectives relevant to the compensation of our other named executive officers, reviewing the performance of each such individual in light of those goals and objectives and determining the compensation level for each such individual based on this evaluation and the recommendation of our Chief Executive Officer and/or Executive Chairman; • administering, and making recommendations to the Board of Directors with respect to our incentive-compensation and equity-based compensation plans that are subject to Board approval; • reviewing and evaluating the Company’s programs and practices related to leadership development and human capital management, including periodically reviewing diversity and inclusion programs and practices and succession plans relating to positions held by executive officers and making recommendations to the Board regarding the selection of individuals to fill these positions; • at least annually reviewing the compensation (both cash and equity-based compensation) of non-employee directors for service on the Board and its committees and recommending any changes to the Board for approval; • broadly overseeing matters relating to the attraction, motivation, development and retention of employees; and • reviewing the risk exposure related to the areas of its responsibility. | ||
| (1) | Our Board of Directors has determined that each member of the leadership development and compensation committee satisfies the additional independence requirements specific to compensation committee membership under NYSE rules and qualifies as a “non-employee director” under SEC rules for purposes of serving on a compensation committee. In making this determination, the Board of Directors considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a member of the leadership development and compensation committee. |
In fulfilling its responsibilities, the leadership development and compensation committee may delegate to management or to a subcommittee of the leadership development and compensation committee. The leadership development and compensation committee has delegated to certain senior membersthe Company’s Executive Chairman and Chief Executive Officer, each of managementwhom is a member of the Board of Directors, the authority to make RSU grants in 20182023 and 2024 to employees (at or below the vice president level) on the same
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terms as grants made by the leadership development and compensation committee to other officers and employees on the same terms as the executive officers,level, subject to ana cap on both the aggregate number of RSUs approved for issuance by the leadership development and compensation committee.committee and the dollar amount of any individual award.
The leadership development and compensation committee also oversees preparation of the compensation discussion and analysis to be included in our annual proxy statement, recommends to the Board of Directors whether to so include the compensation discussion and analysis, and provides an accompanying report to be included in our annual proxy statement. The committee also considers the results of the most recent stockholder advisory vote on executive compensation and to the extent the committee determines it appropriate to do so, takes such results into consideration in connection with its review and approval of executive officer compensation.
TheIn accordance with the leadership development and compensation committee’s charter, the leadership development and compensation committee has engagedmay retain independent compensation advisors and other management consultants. In 2023, the leadership development and compensation committee retained Exequity LLP (“Exequity”), a nationally recognized independent compensation consultant, to provide advice with respect to compensation decisions for our executive officers and non-employee directors.
Compensation Committee Interlocks and Insider Participation
Each of Ms. Krongard, Ms. McCaw, Mr. Larsen and Mr. Milton served on thenon-employee leadership development and compensation committee for all of 2023. None of the members of our leadership development and compensation committee has at any time been one of our officers or employees. None of our executive officers serves, or in the past year has served, as a member of the board of directors or the leadership development and compensation committee of any entity that has one or more executive officers who serve on our Board of Directors or leadership development and our executive officers.
In addition to being “independent” under NYSE rules, each member of our compensation committee also qualifies as a“non-employee director” under SEC rules and as an “outside director” under Section 162(m) of the Internal Revenue Code for purposes of serving on a compensation committee.
Our compensation committee held five meetings in 2017.
The Board and Committee Annual Self-Evaluation
To ensure that the Board of Directors and each Board committee functions effectively, the nominating and corporate governance committee and the Board of Directors annually conducts aan annual self-evaluation to identify and assess areas for improvement. The written assessment focuses on the Board composition and its role, the operation of the Board, the Board’s processes relating to the Company’s strategy, financial position and corporate governance and the function and effectiveness of the Board committees. The independent lead directorLead Director leads the evaluation process which includes collecting the assessment feedback and conducting aone-on-one conversation with each director.
In connection with the one-on-one conversation with each director, the Lead Director asked the directors to discuss several additional questions on critical topics impacting the Company in 2023, including the Board’s evaluation of the Company’s sales strategy in view of significant increases in aircraft sales, as well as the Company’s risk management strategy in light of ongoing geopolitical instability in certain regions.
The Lead Director sharesdiscusses the results of the evaluations and feedback received with the Boardnon-employee directors in executive session at its February meeting each year, then shares the results with the employee directors and, as necessary, the Board implements resulting recommendations.
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Consideration of Director Candidates
Qualifications of Director Candidates
Our nominating and corporate governance committee is responsible for identifying and evaluating director candidates based on the perceived needs of the Board of Directors at the time. Our Board of Directors has established criteria for identifying and evaluating individuals qualified to become members of the Board of Directors, which it uses as a guideline in considering director nominations. The criteria, which are included in our Guidelines, include but are not limited to:
The nominee’s reputation for integrity, honesty and adherence to high ethical standards.
The nominee’s judgment and independence of thought, financial literacy, leadership experience and a fit of abilities and personality that helps build an effective, collegial, and responsive Board of Directors.
The nominee’s demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company and willingness and ability to contribute positively to the decision-making process of the Company.
The nominee’s commitment to understand the Company and its industry, including its competitors.
The absence of conflicting time commitments and the nominee’s commitment to regularly attend and participate in meetings of the Board and its committees.
The nominee’s background, knowledge, education, experience, skills, age, and gender, ethnic and geographic diversity. The nominating and corporate governance committee will actively include, and will instruct any search firms utilized to include, women and racial and/or ethnic minority candidates in the pool of potential director candidates from which new directors are selected.
The nominee’s interest and ability to understand the sometimes conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, creditors and the general public, and to faithfully represent the interests of all stockholders.
The impact of the nominee’s appointment on overall Board of Directors balance, breath of experience, collective knowledge, perspective and ability.
The criteria established by the Board of Directors are not exhaustive and the nominating and corporate governance committee and the Board of Directors may consider other qualifications and attributes that they believe are appropriate in evaluating the ability of an individual to serve as a director. The nominating and corporate governance committee reviews and assesses the nomination criteria periodically.
The nominating and corporate governance committee does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating director candidates, and a candidate’s background and personal experience, while important, does not necessarily outweigh other attributes or factors the nominating and corporate governance committee considers in evaluating candidates. However, the Board of Directors is committed to identifying candidates with gender, racial and/or ethnic diversity and our Guidelines contain a “Rooney Rule” requirement to actively include women and minority candidates in the pool of qualified director candidates from which directors are to be selected.
Our nominating and corporate governance committee has not retained professional search firms to assist it in recruiting potential director candidates.
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Stockholder-Recommended Director Candidates
Any stockholder may recommend a director candidate for our nominating and corporate governance committee to consider by submitting the candidate’s name and qualifications to us addressed to our Corporate Secretary (the “Secretary”) at the address for our principal executive office listed on the cover page of this Proxy Statement. Candidates recommended by a stockholder are evaluated in the same manner and using the same criteria as used for any other director candidate.
Stockholders of record seeking to nominate a candidate for election as a director at our annual meeting of stockholders (as opposed to making a recommendation to the nominating and corporate governance committee as described above) or to bring other business before our annual meeting of stockholders, may do so by providing timely notice of their intent in writing by the deadlines specified in our Fourth Amended and Restated Bylaws (the “Bylaws”). For more information, see the section below titled “Stockholder Proposals and Director Nominations for our 2025 Annual Meeting of Stockholders.”
Communications with the Board of Directors
Stockholders and any other interested parties who wish to communicate with the Board of Directors or an individual director, including our independent Lead Director or our independent directors as a group, or any Board committee or any chairperson of any Board committee, by either name or title, may send written communications to the Secretary at the address for our principal executive office listed on the cover page of this Proxy Statement. All such communications will be opened by the Secretary or his or her designee for the sole purpose of determining whether the contents represent a message to the Company’s directors. The Secretary will forward copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board or its committees or that he or she otherwise determines requires the attention of any member, group or committee of the Board. The Secretary will not forward junk mail, job inquiries, business solicitations, offensive or otherwise inappropriate materials.
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Board of Directors’ Role in the Oversight of the Company’s |
The Board of Directors’ Role in Risk Oversight
The Board of Directors has delegated risk oversight responsibilities to the audit committee exceptprimary responsibility for risks relating to executive compensation.risk oversight. In accordance with its charter, the audit committee is responsible for monitoring the Company’s policies and practices with respect to risk assessment and risk management. The audit committee periodically meets with ourThis includes oversight of management’s implementation of the Company’s annual enterprise risk management assessment (the “ERM program”), which is an ongoing, enterprise-wide program designed to enable effective and efficient identification of, and management visibility into, critical enterprise risks over the short-, intermediate-, and long-term, and to facilitate the incorporation of risk considerations into decision making across the Company. In particular, the annual enterprise risk management assessment clearly defines risk management roles and responsibilities, brings together senior executivesmanagement and the Company’s external auditor to discuss among other
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things, materialrisk, promotes visibility and constructive dialogue around risks relevant to our business.the Company’s strategy and operations, and facilitates appropriate risk response strategies at the Board, committee, and management levels. Under the ERM program, management develops a holistic portfolio of the Company’s enterprise risks by performing targeted risk vulnerability assessments and incorporating information regarding specific categories of risk gathered from the Company’s technical, procurement, treasury, human resources, IT and legal teams, who provide input into this process and are responsible for the day-to-day monitoring, evaluating, reporting, and mitigating of their respective risk categories. The ERM program works in tandem with the Company’s accounting and financial reporting teams to align the risk identification and assessment with the Company’s existing disclosure controls and procedures. The audit committee also periodically meets with representatives of ourthe Company’s independent registered public accounting firm. The Chairmanfirm at least quarterly. As needed, the Chair of the audit committee reportsescalates issues relating to risk oversight to the full Board of Directors, regarding material risks as deemed appropriate.in a continuous effort to keep the Board of Directors adequately informed of developments that could affect the Company’s risk profile or other aspects of its business. The Board of Directors also considers specific risk topics in connection with strategic planning and other matters.
The audit committee’s risk management oversight also includes oversight of the Company’s cybersecurity program. Throughout the year as needed and on an annual basis, the audit committee receives updates on the cybersecurity program, including in connection with program enhancements, audits of the program, and employee cybersecurity training. Additional risk management oversight by the audit committee includes oversight of the Company’s compliance program. The Company’s compliance program is led by the Company’s General Counsel, Secretary and Chief Compliance Officer, who reports directly to the Company’s Chief Executive Officer. The Company’s General Counsel, Secretary and Chief Compliance Officer meets at least quarterly with the audit committee and Board of Directors to report on key ethics and compliance risks facing the Company and provides an annual compliance program update to the audit committee.
The Board of Directors has delegated to the leadership development and compensation committee provides oversight with respect to risks that may arise from our compensation arrangements and policies. This is accomplished on an ongoing basis through the compensation committee’s review and approval of specific arrangements and policies to ensure that they are consistent with our overall compensation philosophy and our business goals. The leadership development and compensation committee periodically discusses any compensation risk-related concerns with senior management and with its independent compensation consultant. The ChairmanChair of the compensation committee will reportreports to the full Board of Directors regarding any material risks as deemed appropriate. In view of this oversight and based on our ongoing assessment, we do not believe that our present employee compensation arrangements, plans, programs or policies are likely to have a material adverse effect on the Company.
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The leadership development and compensation committee also provides oversight with respect to risks related to the Company’s leadership development and human capital management. This is accomplished through regular involvement by the committee with senior management in matters relating to the attraction, motivation, development and retention of employees.
The Board of Directors retains oversight of the risks related to corporate governance and sustainability practices that are not specifically delegated to the audit and leadership development and compensation committees, including environmental risks as discussed below. The Board of Directors has retained direct oversight of environmental risks in light of the Company’s core business strategy of focusing on the replacement market to assist airlines looking to replace aging aircraft with new, modern technology, fuel efficient jet aircraft.
The Board of Directors believes that its governance structure supports the Board’s role in risk oversight. IndependentWith the exception of environmental risk oversight conducted by the full Board of Directors, independent directors chair each of the Board committees responsible for risk oversight. The Company has a leadoversight and the Company’s independent director whoLead Director facilitates communication between senior management and directors, and all directors are involveddirectors.
The Board of Directors’ Role in the review of key enterprise risks.
Compensation Committee Interlocks and Insider ParticipationGovernance Oversight
None of the members of our compensation committee has at any time been one of our officers or employees. None of our executive officers serves, or in the past year has served, as a member of the board of directors or the compensation committee of any entity that has one or more executive officers who serve on ourThe Board of Directors or compensation committee.
Corporate Governance Guidelinesregularly reviews developing governance practices and, Codewhen appropriate, implements enhancements to our governance practices. Each year, the Board of Business Conduct
Corporate Governance Guidelines
OurDirectors dedicates time to discuss the business and competitive environment and evaluate the Company’s strategic goals and direction. Thereafter, the Board of Directors has adopted Corporate Governance Guidelines (the “Guidelines”)ongoing discussions of these topics at its regular meetings. We maintain governance practices that we believe establish meaningful accountability for our company and our Board, including:
All Directors except Executive Chairman and Chief Executive Officer are Independent
All Standing Board Committees Comprised Entirely of Independent Directors
Independent Lead Director with Clearly Defined Role and Responsibilities
Commitment to assist the Board Diversity with Three Female Directors, One of DirectorsWhom is from an Underrepresented Community
Requirement to Actively Include Women and Individuals From Minority Groups in the exercisePool of its dutiesPotential Director Candidates
Majority Vote Standard for Director Elections With Mandatory Director Resignation if Not Elected
All Directors Elected on an Annual Basis
Annual Board and responsibilitiesCommittee Evaluations
All Audit Committee Members are Financial Experts
Focus on Critical Risk Oversight Role
Ongoing Board Succession Planning - Management and Board Dialogue to serve the best interestsEnsure Successful Oversight of Succession Planning
Active Board Oversight of the Company’s Governance
Robust Director and Executive Officer Stock Ownership Guidelines
Prohibition on Short Sales, Transactions in Derivatives and Hedging of Company and our stockholders. The Guidelines are intended to serve as a flexible framework for the conduct of the Board of Directors’ business and not as a set of legally binding obligations. The Guidelines describe the Lead Director’s and the Board of Directors’ responsibilities, the qualification criteria for serving as a director, and standards for the conduct of meetings and establishing and maintaining committees. The Guidelines also confirm that the directors will have full and free access to officers and employees of the Company and have authority to retain independent advisors as necessary and appropriate in carrying out their activities. In addition, the Guidelines establish frameworks for director compensation, director orientation and continuing education, and an annual evaluation of the Board and its committees and of the Guidelines. Finally, the Guidelines charge the compensation committee with oversight of management evaluation and succession, and detail the Company’s policies regarding confidentiality and communications between our Board ofStock by Directors and the pressall Employees
Prohibition on Pledging of Company Stock by Directors and media on matters pertainingExecutive Officers
Clawback Policy for Executive Compensation in compliance with current NYSE Listing Standards
All Independent Directors are Invited to the Company. Our GuidelinesAttend Meetings of Committees they are available on our website at www.airleasecorp.com.not Members of and Regularly Attend those Meetings
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Code of Business Conduct and Ethics
Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all ofdirectors, officers (including our directors, employeesprincipal executive officer, principal financial officer and officers.principal accounting officer) and employees. Among other things, the Code of Business Conduct and Ethics is
2018 Proxy Statement | Air Lease Corporation | 5
intended to ensure fair and accurate financial reporting, to promote ethical conduct and compliance with applicable laws and regulations given our worldwide operations, to provide guidance with respect to the handling of ethical issues, to foster a culture of honesty and accountability and to deter wrongdoing. It also requires disclosure to us of any situation, transaction or relationship that may give rise to any actual or potential conflict of interest. Such conflicts must be avoided unless approved by our nominating and corporate governance committee. The Code of Business Conduct and Ethics prohibits our employees, officers and directors from taking, or directing a third party to take, a business opportunity that is discovered through the use of our property.company resources. We encourage all employees to report concerns or wrongdoing. A copy of our Code of Business Conduct and Ethics is available on our website at www.airleasecorp.com.
The Board of Directors’ Role in Leadership Development and Succession Planning
The Company’s leadership is comprised of a small number of talented individuals, with extensive industry experience, capable of managing a capital-intensive business responsibly to drive our profitability and growth. At the end of 2023, we had total assets of $30.5 billion and 163 full-time employees. Our Board of Directors recognizes that human capital management is critical to our success and is actively engaged on overseeing it.
The leadership development and compensation committee is actively involved in reviewing and evaluating the Company’s programs and practices related to leadership development and human capital management, including reviewing succession plans relating to positions held by executive officers and making recommendations to the Board regarding the selection of individuals to fill these positions. In the most recent review of our succession planning in November 2023, all the independent directors participated.
Annually, our Chief Executive Officer and Executive Chairman report to the leadership development and compensation committee on succession planning for other senior executive positions. Our Board of Directors also maintains an emergency Chief Executive Officer succession plan which will become effective in the event our Chief Executive Officer becomes unable to perform his duties in order to minimize potential disruption to our business and operations.
The Board of Directors and the leadership development and compensation committee also regularly engage with senior management, including human resources, on a broad range of human capital management matters. Engagement is focused on our culture, succession planning, compensation (including pay equity), benefits, talent development and recruiting, employee retention, and diversity and inclusion. We strive to cultivate an environment where all our employees can succeed and seek out partners that uphold our ethical standards. We aim to support the communities in which we do business, as well as educational and charitable organizations within the aviation industry. Some of the highlights from our human capital and social initiatives include:
We pride ourselves on our comprehensive benefits package, which is annually benchmarked in the 90th percentile of coverage for similarly sized companies. Our benefits package includes various employee assistance programs that provide wellness benefits.
We offer competitive compensation to our employees worldwide. All of our U.S. employees, and, to the extent permissible, those outside the U.S., are eligible to participate in our long-term stock-based incentive plan.
2024 Proxy Statement | Air Lease Corporation | 11
We are building a diverse organization that respects and encourages different backgrounds and experiences. As of December 31, 2023, 39% of our employees were multicultural and 52% were female.
We have codes and policies in place which outline expectations for our employees and the companies with which we do business, such as a Code of Business Conduct and Ethics, Supplier Code of Conduct, Anti-Corruption Policy, and Human Rights Policy.
We support and pay for training and education programs that provide continual improvement for our employees, including continuing education, leasing seminars, and conferences related to the employee’s role in the Company.
We require all employees to participate in our training programs, including anti-harassment, compliance and cybersecurity. From time to time, outside experts are brought in to provide supplemental training on topical subjects.
We require all employees to participate in training focused on promoting equity in the workplace.
We support various charitable causes with both financial and human resources to advance aviation, education and humanitarian assistance. In 2023, we increased our giving to these charitable causes from amounts given in 2022.
The Board of Directors’ Role in Environmental Risk Oversight
Since our inception, our strategy has been to invest in the most modern, fuel-efficient, new technology commercial aircraft. We believe focusing on these priorities aligns us with our airline customers’ need to replace ageing aircraft in their fleets with aircraft that offer reduced fuel consumption, emissions and noise.
As of December 31, 2023, we had 463 aircraft in our owned fleet. Our flight equipment subject to operating lease had a weighted average age of 4.6 years, making it approximately 7 years younger than the average of the world’s fleet of commercial passenger aircraft.
As of December 31, 2023, our orderbook was comprised of 334 of the most environmentally friendly commercial aircraft available.
The new aircraft we have on order from the manufacturers are generally 20% to 25% more fuel-efficient than those they will replace, as shown in the chart below, and have a significantly smaller noise footprint.
Source: Boeing & Airbus 2023. Aircraft comparisons: A220-300 compared to A319ceo. A320neo compared to A320ceo. A321neo compared to A321ceo. A330-900neo compared to B767-300ER. A350-900 compared to B777-200ER. A350-1000 compared to B777-300ER. 737-8 compared to 737NG (no winglet). 787 compared to 767-300ER. 737-8 is 20% lower and 737-9 is 21% lower. 787-9 and 787-10 are both 25% lower. A320neo is 20% lower, A321neo is 22% lower. A350-900 and A350-1000 are both 25% lower. | ||
12 | Air Lease Corporation | 2024 Proxy Statement
Our headquarters in Los Angeles are located in a LEED GOLD certified building.
Our CEO leads our environmental sustainability efforts and reports regularly to the Board of Directors on these matters. Working collaboratively with key functions within the Company and our Sustainability Committee, our CEO and other senior-level executives assess and manage our climate-related risks. They regularly engage with our customers on environmental sustainability topics and concerns as well as with our suppliers, including Airbus and Boeing and the major aircraft engine manufacturers, to develop the next generation aircraft that reduce fuel consumption, emissions and noise, which we believe are vital to helping our airline customers meet their sustainability goals over time. They also participate in industry events to highlight the importance of the aviation industry’s sustainability efforts and need for industry-wide improvement.
Environmental sustainability continues to be a focus of the investor community and our stakeholders. During 2023, we continued to discuss these matters with our stakeholders, including environmental topics and continued to include Scope 1 and Scope 2 emissions in our annual SustainabilityReport.
In addition to engagement with our stakeholders, our Board of Directors actively oversees our climate-related risks and opportunities, which are included as an agenda item at every quarterly Board of Directors meeting, with a more focused environmental risk review at our annual Board of Directors strategy session. In addition, for 2023 and continuing in 2024, our Board of Directors has included a sustainability metric in our annual bonus plan related to the number of newest generation aircraft in our fleet.
Our Sustainability Committee is comprised of our CEO, who leads it, our chief financial officer, general counsel, a senior member of our marketing department, senior members of our finance department, and the heads of human resources and investor relations. The Sustainability Committee meets at least quarterly to guide our sustainability programs and related disclosures.
Certain Relationships and Related Person Transactions
In accordance with ourOur Board of Directors has adopted a written Related Person Transaction Policy that is intended to comply with Item 404 of Regulation S-K. The purpose of the nominatingpolicy is to describe the procedures used to identify, review, approve and corporate governance committee must review and approve or ratifydisclose, if necessary, any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which (i) the Company (including any of its subsidiaries) was, is or will be a participant; (ii) the amount involved exceeds $120,000 if$120,000; and (iii) a related party had, has or will have a direct or indirect material interest (a “Related Person Transaction”). For purposes of the policy, a related party is any of our directors, director nominees, executive officers, beneficial owners of more than 5% of our Class A Common Stock, or any of their respective immediate family members, hasmembers.
Under our Related Person Transaction Policy, the nominating and corporate governance committee is responsible for reviewing and approving each Related Person Transaction. In determining whether to approve a directRelated Person Transaction, the nominating and corporate governance committee will consider the relevant facts and circumstances of the Related Person Transaction available to the nominating and corporate governance committee and to take into account, among other factors it deems appropriate, whether the Related Person Transaction is on terms comparable to those available to an unaffiliated third party or indirect materialto employees generally under the same or similar circumstances and the extent of the related party’s interest in suchthe transaction. Certain limited typesIf a Related Person Transaction falls within one of related person transactions are deemed to becertain specified pre-approved transaction categories set forth in the policy, it does not require review by the nominating and corporate governance committee and shall be deemed to be pre-approvedeven if the amount involved exceeds $120,000. In addition, the Chairman
2024 Proxy Statement | Air Lease Corporation | 13
No member of the nominating and corporate governance committee has been delegatedwho is a related party is permitted to vote on the authority to approveapproval or ratify any related person transactionratification of their own Related Person Transaction, but may, if requested by other members of the amount involved is expected to be less than $1 million.nominating and corporate governance committee, participate in some or all of the nominating and corporate governance committee’s discussions of the Related Person Transaction. Out of an abundance of caution, the nominating and corporate governance committee will sometimes review and approve or ratify transactions with a related person or an entity affiliated with a related person, even if the related person does not have a direct or indirect material interest in the transaction. The Company has had no related person transactions since January 1, 2017.
Consideration of Director CandidatesWe did not have any Related Person Transactions (other than pre-approved transactions) during 2023.
Our nominating and corporate governance committee is responsible for identifying and evaluating director candidates based on the perceived needs of the Board of Directors at the time. Among other attributes, our nominating and corporate governance committee will consider a director candidate’s diversity of background and personal experience. In this context, diversity may encompass a candidate’s educational and professional history, community or public service, expertise or knowledge base and certain unique personal characteristics, as well as the candidate’s race, ethnicity, national origin and gender. The nominating and corporate governance committee does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating director candidates, and a candidate’s background and personal experience, while important, does not necessarily outweigh other attributes or factors the nominating and corporate governance committee considers in evaluating candidates.
The most important characteristic of any director candidate is his or her ability to faithfully represent the interests of our stockholders. Other important qualities include the candidate’s integrity, judgment and independence of thought; an absence of conflicting time commitments; financial literacy; leadership experience; and a fit of abilities and personality that helps build an effective, collegial and responsive Board of Directors. Any stockholder may recommend a director candidate for our nominating and corporate governance committee to consider by submitting the candidate’s name and qualifications to us in care of the Secretary at the address for our principal executive office listed on the cover page of this Proxy Statement. Director candidates recommended by a stockholder are considered in the same manner as any other candidates, although the nominating and corporate governance committee may prefer candidates who are personally known to the existing directors and whose reputations are highly regarded. Our nominating and corporate governance committee has not retained professional search firms to assist it in recruiting potential director candidates.
614 | Air Lease Corporation | 20182024 Proxy Statement
Board Compensation and Stock Ownership |
Our bylaws provide that stockholders of record seeking to nominate candidates for election as directors at our annual meeting of stockholders (or to bring other business before our annual meeting of stockholders) may do so by providing timely notice of their intent in writing. To be timely, the notice from the stockholder of record must be delivered to the Secretary at our principal executive office not less than 90 days nor more than 120 days prior to the first anniversary of the prior year’s annual meeting. Our bylaws also specify certain requirements as to the form and content of the necessary notice. For more information, see the section below titledStockholder Proposals and Director Nominations for our 2019 Annual Meeting of Stockholders.
Communications with the Board of Directors
Stockholders and any other interested parties who wish to communicate with the Board of Directors or an individual director, including our lead independent director, may send a letter to the Secretary at the address for our principal executive office listed on the cover page of this Proxy Statement. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Board Communication” or “Director Communication.” All such letters must clearly state the author’s interest in the Company and whether the intended recipients are all members of the Board of Directors or just certain specified individual directors. The Secretary will make copies of all such letters and circulate them to the appropriate director or directors.
Our Board of Directors setsnon-employee director compensation based on recommendations from the leadership development and compensation committee. The compensation committee periodically reviews at least annually, the compensation (both cash and equity basedequity-based award compensation)compensation ofnon-employee directors for serviceserving on the Board and its committees. The leadership development and compensation committee’s independent compensation consultant, Exequity, assists in this review, including obtaining market information, annually benchmarking our director compensation and designing various aspects of our compensation program for the directors. After its review, the compensation committee recommends any changes to the Board of Directors for approval. Directors who are also serve as employees toof the Company (currentlyMessrs. Udvar-Házy and Plueger) do not receive separateany additional compensation for their service on our Board of Directors.as a director.
Annual Cash Retainer Fees and Other Cash Fees
RetainersCash retainers under ournon-employee director compensation program for 2017 were as follows:2023 consisted of:
| Retainer Type | Annual Cash Compensation | ||
Annual Board Retainer | $ 80,000 | ||
Committee Member Retainer | |||
• Audit | $ 15,000 | ||
• Leadership Development and Compensation | $ | ||
| |||
• Nominating and Corporate Governance | $ 10,000 | ||
Additional Retainer for Committee Chair | |||
• Audit | $ 20,000 | ||
• Leadership Development and Compensation | $ | ||
| |||
• Nominating and Corporate Governance | $ 10,000 | ||
Additional Retainer for Lead Independent Director |
| ||
| $ 50,000 | ||
2018 Proxy Statement | Air Lease Corporation | 7
Effective January 1, 2017,non-employee directors may beThere has been no change in our retainer fees since 2012. All cash retainers are paid conditional meeting feesquarterly and prorated based on the number of days that a director serves in the event that in the future there are periods of unexpected and increased participation required by thenon-employee directors, and a per diem fee in certain circumstances.applicable capacity.
Anon-employee director will receive a meeting fee of $1,500 per meeting (i) if he or she attends a number of Board meetings in excess of the number of scheduled meetings plus two additional Board meetings during the applicable calendar year, or (ii) if he or she attends during the applicable year a number of meetings of a committee on which he or she serves, in excess of the number of scheduled meetings plus two additional meetings of that committee for that year. No fees for attending additional meetings were paid in 2017.2023.
Non-employee directors may be paid a per diem fee of $2,500 fornon-ordinary course Board or committee activity (excluding any educational events) subject to the approval of the Board, the Chairman of the Board or the Lead Independent Director of the Board. In 2017, a $5,000No per diem fee wasfees were paid to onenon-employee director.in 2023.
As a matter of policy, each director could elect to have his or her retainer paid in cash or shares of our Class A Common Stock, or a combination thereof.
2024 Proxy Statement | Air Lease Corporation | 15
Equity Awards
Eachnon-employee director who joins our Board of Directors receives an initial grant of RSUs to be settled in shares of our Class A Common Stock (“Initial Director Grant”) with an aggregate value of $180,000. Thereafter, each year ournon-employee directors receive an annual RSU award to be settled in shares of Class A Common Stock (the “Annual Director Grant”) with an aggregate value of $120,000.$130,000. There has been no change in the dollar value of the equity awards since May 2019, when we increased the aggregate value of the Annual Director Grant from $120,000 to $130,000.
The value of all grants of RSUs is based on the closing price of our Class A Common Stock on the date of grant. All RSUs awarded to ournon-employee directors vest in full on the first anniversary of the grant date, and if the Board of Directorsdirector’s service of such a director terminates for any reason, other than following a change in control, the RSUs will vest on a daily prorated basis according to the number of days between the grant date and the termination of service, divided by 365. If the director’s service terminates following a change in control, the RSUs will vest in full. The Initial Director Grants and the Annual Director Grants are made pursuant to the Air Lease Corporation 20142023 Equity Incentive Plan or any successor plan.
Since January 1, 2015, eachEach director may annually electhas the option to defer the receipt of his or her Annual Director Grant shares beyond theone-year vesting period. Directors may elect to defer his or her shares until separation from service or alternatively, may elect a deferral period of five years or ten years from the date of grant, provided, that shares will be distributed upon a separation from service, a change of control or at death, if earlier than the elected deferral date. DeferredAfter the applicable vesting date, deferred RSUs receive dividend equivalents which are reinvested in additional RSUs based on the marketclosing price of the Company’s Class A Common Stock on the date the dividends are paid.
On May 3, 2017,8, 2023, eachnon-employee director received an Annual Director Grant.
Expense Reimbursement/Other Arrangements
We reimbursedreimburse directors for travel and lodging expenses incurred in connection with their attendance at meetings.meetings and other expenses incurred in connection with their service to the Company. We also have entered into agreements with each of ournon-employee directors to provide them with indemnification and advancement of expenses to supplement that provided under our certificate of incorporation and bylaws,Bylaws, subject to certain requirements and limitations.
8 | Air Lease Corporation | 2018 Proxy Statement
The following table sets forth compensation paid to or earned by the individuals who served asnon-employee directors of ourthe Company during 2017.2023.
Name
|
| Fees earned or paid in cash ($)(1)
|
|
| Stock Awards ($)(2)
|
|
| Total ($)
|
| |||||||||||||||
Name | ||||||||||||||||||||||||
Name | ||||||||||||||||||||||||
Name | | Fees earned or paid in cash ($)(1) | | Stock Awards ($)(2) | | Total ($) | ||||||||||||||||||
Mr. Hart | 125,000 | 120,000 | 245,000 | |||||||||||||||||||||
Mr. Hart | ||||||||||||||||||||||||
Mr. Hart | ||||||||||||||||||||||||
Mr. Hart | ||||||||||||||||||||||||
Ms. Hollingsworth Clark | ||||||||||||||||||||||||
Ms. Hollingsworth Clark | ||||||||||||||||||||||||
Ms. Hollingsworth Clark | ||||||||||||||||||||||||
Ms. Hollingsworth Clark | ||||||||||||||||||||||||
Ms. Krongard | 95,000 | 120,000 | 215,000 | |||||||||||||||||||||
Ms. Krongard | ||||||||||||||||||||||||
Ms. Krongard | ||||||||||||||||||||||||
Ms. Krongard | ||||||||||||||||||||||||
Mr. Larsen | 90,000 | 120,000 | 210,000 | |||||||||||||||||||||
Mr. Larsen | ||||||||||||||||||||||||
Mr. Larsen | ||||||||||||||||||||||||
Mr. Larsen | ||||||||||||||||||||||||
Ms. McCaw | ||||||||||||||||||||||||
Ms. McCaw | ||||||||||||||||||||||||
Ms. McCaw | ||||||||||||||||||||||||
Ms. McCaw | ||||||||||||||||||||||||
Mr. Milton | 175,000 | 120,000 | 295,000 | |||||||||||||||||||||
Mr. Saines (3) | 95,000 | 120,000 | 215,000 | |||||||||||||||||||||
Dr. Sugar
|
| 110,000
|
|
| 120,000
|
|
| 230,000
|
| |||||||||||||||
Mr. Milton | ||||||||||||||||||||||||
Mr. Milton | ||||||||||||||||||||||||
Mr. Milton | ||||||||||||||||||||||||
Mr. Saines | ||||||||||||||||||||||||
Mr. Saines | ||||||||||||||||||||||||
Mr. Saines | ||||||||||||||||||||||||
Mr. Saines | ||||||||||||||||||||||||
| (1) | Fees Earned or Paid in |
16 | Air Lease Corporation | 2024 Proxy Statement
| (2) | Stock Awards:On May |
The dollar amounts shown for these stock awards reflect $30.13the Annual Director Grants to Mses. Krongard, McCaw and Hollingsworth Clark, and Messrs. Hart, Larsen, Milton and Saines reflect $37.56 per share, which is the grant date fair value of one share of Class A Common Stock computed in accordance with GAAP. Each RSU represents a contingent right to receive one share of our Class A Common Stock.
As of December 31, 2017, ournon-employeedescribed above, none of our non-employee directors held any unvested RSUs as of December 31, 2023. As of December 31, 2023, our non-employee directors held the following vested RSUs:
Name | Number of
| ||||||
Mr. Hart | |||||||
Ms. | |||||||
Ms. Krongard (a) | 21,774 | ||||||
Mr. Larsen (a) | |||||||
Ms. McCaw (a) | 9,805 | ||||||
Mr. Milton | |||||||
Mr. Saines (a) | |||||||
| |||||||
| (a) | Amount includes accrued dividend equivalents in connection with the deferral of |
2018 Proxy Statement | Air Lease Corporation | 9
Director Stock Ownership Guidelines
Our Board of Directors has adopted robust stock ownership guidelines for allnon-employee directors. Each directors which requires all non-employee director has five years from the time he or she becomes subject directors to these guidelines to achievemaintain ownership of Class A Common Stock equivalents with an aggregate market value equal to threefive times the amount of the then current annual cash retainer fee for service on our Board of Directors.Directors (but not including any additional retainer paid as a result of service as a committee chair or committee member). Each non-employee director has five years from the time he or she is appointed to the Board of Directors to achieve the required ownership threshold. For anon-employee director, Class A Common Stock equivalents areincludes (i) shares of Class A Common Stock personallybeneficially owned by the director (including shares held by his or her immediate family members or held in trust), (ii) shares of Class A Common Stock underlying vested RSUs awarded to a director(including dividend equivalent rights for any deferred awards), and (iii) shares of Class A Common Stock underlying unvested RSUs awarded to a director that are subject to timetime-based vesting only. AllAs of March 4, 2024, all of our non-employee directors have met or exceededwere in compliance with the ownership guidelines. The table below sets forth the ownership of Class A Common Stock equivalents held by our independent directors under the guidelines as set forth in the table below.of such date:
Target Ownership
| Target Ownership
| Actual Ownership
| |||||||||||||||||||||||||||||||||
Target Ownership | |||||||||||||||||||||||||||||||||||
Target Ownership | |||||||||||||||||||||||||||||||||||
Target Ownership | |||||||||||||||||||||||||||||||||||
Target Ownership | |||||||||||||||||||||||||||||||||||
Target Ownership | |||||||||||||||||||||||||||||||||||
Target Ownership | |||||||||||||||||||||||||||||||||||
Target Ownership | |||||||||||||||||||||||||||||||||||
Target Ownership | Actual Ownership | ||||||||||||||||||||||||||||||||||
Current Outside
|
| Multiple of Annual Retainer
|
|
| Multiple Expressed in Dollars
|
| Director
| Multiple of Annual Retainer
|
| Value of Shares held by Director*
|
| ||||||||||||||||||||||||
Current Outside | |||||||||||||||||||||||||||||||||||
Current Outside | |||||||||||||||||||||||||||||||||||
Current Outside | | Multiple of Annual Retainer | | Multiple Expressed in Dollars | Non-employee Director | Multiple of Annual Retainer(1) | | Value of Shares held by Director(1) | |||||||||||||||||||||||||||
$ 80,000 | |||||||||||||||||||||||||||||||||||
$ 80,000 | |||||||||||||||||||||||||||||||||||
$ 80,000 | |||||||||||||||||||||||||||||||||||
$ 80,000 | 3x | $ | 240,000 | Mr. Hart | 18x | $ | 1,494,158 | 5x | $ 400,000 | Mr. Hart | 29x | $ 2,302,348 | |||||||||||||||||||||||
| Ms. Krongard | 13x | $ | 1,110,210 | ||||||||||||||||||||||||||||||||
| Mr. Larsen | 9x | $ | 782,215 | ||||||||||||||||||||||||||||||||
| Mr. Milton | 18x | $ | 1,494,158 | ||||||||||||||||||||||||||||||||
| Mr. Saines | 13x | $ | 1,117,895 | ||||||||||||||||||||||||||||||||
| Dr. Sugar | 40x | $ | 3,250,958 | Ms. Hollingsworth Clark | 10x | $ 833,407 | |||||||||||||||||||||||||||||
|
| ||||||||||||||||||||||||||||||||||
| Ms. Krongard | 28x | $ 2,218,880 | |||||||||||||||||||||||||||||||||
| Mr. Larsen | 24x | $ 1,932,325 | |||||||||||||||||||||||||||||||||
| Ms. McCaw | 13x | $ 1,051,414 | |||||||||||||||||||||||||||||||||
| Mr. Milton | 24x | $ 1,884,192 | |||||||||||||||||||||||||||||||||
| Mr. Saines | 25x | $ 2,027,035 | |||||||||||||||||||||||||||||||||
Based on the closing price of the Company’s Class A Common Stock on March |
102024 Proxy Statement | Air Lease Corporation | 2018 Proxy Statement17
|
Proposal 1: Election of Directors
At the Annual Meeting, the Board of Directors is recommending to stockholders that Mr. Matthew J. Hart, Ms. Yvette Hollingsworth Clark, Ms. Cheryl Gordon Krongard, Mr. Marshall OO. Larsen, Ms. Susan McCaw, Mr. Robert A. Milton, Mr. John L. Plueger, Mr. Ian M. Saines Dr. Ronald D. Sugar and Mr. Steven F.Udvar-Házy each be elected as a director to serve for aone-year term ending at the 20192025 annual meeting of stockholders and until their respective successors are duly elected and qualified. qualified or until his or her earlier resignation or removal.
Each of the director nominees named below is currently a director and was elected at the annual meeting of stockholders held on May 3, 2017. 2023.
No arrangement or undertakingunderstanding exists between any nominee and any other person or persons pursuant to which any nominee was or is to be selected as a director or nominee, and there are no family relationships among any of our directors or executive officers. Each nominee has consented to be nominated and has agreed to serve as a director if elected. Should any of these individualsnominees become unable or unwilling to serve as a director prior to the Annual Meeting, the proxies for the Annual Meeting will, unless otherwise directed, vote for the election of such other individual as the Board of Directors may recommend, unless the Board of Directors in its discretion reduces the number of directors.directors constituting our Board. As of the date of this Proxy Statement, the Board of Directors has no reason to believe that any of the director nominees will be unable or unwilling to stand as a nominee or to serve as a director if elected.
Vote Required:
Under our bylaws,Bylaws, a director nominee will be elected to the Board of Directors by a majority of the votes cast, meaning the number of votes cast FOR“FOR” such nominee’s election must exceed the number of votes cast AGAINST“AGAINST” such nominee’s election at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of the director election because they are not treated as votes cast.
Under Delaware law, if an incumbent director is not re-elected at a meeting of stockholders at which he or she stands for re-election, then the incumbent director continues to serve in office as a holdover director until his or her successor is elected. To address this “holdover” issue, our Guidelines provide that if an incumbent director is not re-elected due to his or her failure to receive a majority of the votes cast in an uncontested election, the director will promptly tender his or her resignation as a director, subject to acceptance by the Board of Directors. The nominating and corporate governance committee will then make a recommendation to our Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. Our Board of Directors will act on the nominating and corporate governance committee’s recommendation and publicly disclose its decision, along with its rationale, within 90 days after the date of the certification of the election results.
|
Recommendation:
The Board of Directors recommends that you vote FOR the election of each director nominee set forth below.
2018 Proxy Statement18 | Air Lease Corporation | 112024 Proxy Statement
A summary of each nominee’s principal occupation, recent professional experience, directorships at other public companies for at least the past five years, and certain other qualifications is provided below:
|
Matthew J. Hart
Retired President and Chief Operating Officer of Hilton Hotels Corporation
Age:
Director since May 2010 |
Board CommitteesCommittees:
Audit (Chair)
Nominating and Corporate Governance
Other Current Public Company DirectorshipsDirectorships:
Director, American Airlines Group Inc.
Independent Chairperson, American Homes 4 Rent
Mr. Hart served as President and Chief Operating Officer of Hilton Hotels Corporation, a global hospitality company, from May 2004 until the buyout of Hilton by a private equity firm in October 2007. Mr. Hart also served as Executive Vice President and Chief Financial Officer of Hilton from 1996 to 2004. Prior to joining Hilton, Mr. Hart served as the Senior Vice President and Treasurer of The Walt Disney Company and Executive Vice President and Chief Financial Officer for Host Marriott Corp. He was a director of US Airways Group, Inc. from 2006 until its December 2013 merger with American Airlines Group Inc. (formerly AMR Corporation) and of B. Riley Financial, Inc. from July 2009 until October 2015.
Qualifications:
Mr. Hart possesses significant executive experience in the hotel industry and currently serves on the board of directors of a major U.S. airline. Mr. Hart provides our Board of Directors with an important combination of management, airline industry and financial expertise. His past experience as the chief financial officerChief Financial Officer of two Fortune 500 companies, and his current service on the audit committeesboards of two other public companies, make him instrumental in helping our Board of Directors implement business and financial strategy.
122024 Proxy Statement | Air Lease Corporation | 2018 Proxy Statement19
|
Yvette Hollingsworth Clark Executive Vice President and Global Chief Compliance Officer, State Street Corporation Age: 57 Director since May 2021 |
Board Committees:
Audit
Other Current Public Company Directorships:
None
Ms. Hollingsworth Clark is currently Executive Vice President and Global Chief Compliance Officer of State Street Corporation, a position she has held since October 2022. Prior to joining State Street Corporation, Ms. Hollingsworth Clark was Senior Director, Trust - Global Head of Compliance at Google LLC from October 2021 to October 2022. Prior to joining Google LLC, Ms. Hollingsworth Clark was President and CEO of Hollingsworth Compliance Consulting, LLC, a risk management and advisory firm. Ms. Hollingsworth Clark has held progressive leadership roles in financial services as Executive Vice President & Regulatory Innovation Officer with Wells Fargo & Company, as Managing Director & Global Head of Financial Crimes at Barclays Corporate & Investment Bank, and Managing Director and North America Anti-Money Laundering Regional Compliance Head with Citigroup. Prior to her private sector roles, Ms. Hollingsworth Clark was a regulator with the Federal Reserve System for approximately 10 years. Ms. Hollingsworth Clark serves on the board of Diligent Corporation, a private company. Additionally, she is a member of the Executive Leadership Council and the International Women’s Forum Northern California.
Qualifications:
Ms. Hollingsworth Clark has extensive experience and knowledge of financial risk management as well as corporate governance and regulatory compliance. She provides our Board of Directors with key insights with respect to financial risk management and the banking industry.
20 | Air Lease Corporation | 2024 Proxy Statement
| Cheryl Gordon Krongard
Private Investor
Age:
Director since December 2013 |
Board CommitteeCommittees:
Leadership Development and Compensation (Chair)
Nominating and Corporate Governance
Other Current Public Company DirectorshipsDirectorships:
None
Ms. Krongard is engaged in private investment activities. Ms. Krongard was a senior partner of Apollo Management, L.P., a private investment company, from January 2002 to December 2004. From 1994 to 2000, she served as the Chief Executive Officer of Rothschild Asset Management and as Senior Managing Director for Rothschild North America. Additionally, she served as a director of Rothschild North America, Rothschild Asset Management, Rothschild Asset Management BV, and Rothschild Realty Inc. and as Managing Member of Rothschild Recovery Fund. Ms. Krongard also served as a director of Xerox Holdings Corporation from 2017 until May 2022, a director of US Airways Group, Inc. from 2003 until its December 2013 merger with American Airlines Group Inc. (formerly AMR Corporation), and as a director of Legg Mason, Inc. from 2006 until July 2017. Ms. Krongard was elected a lifetime governor of the Iowa State University Foundation in 1997 and has served as Chairperson of its Investment Committee. She also is a member of the Deans Advisory Council, Iowa State University College of Business.
Qualifications:
Ms. Krongard brings substantial asset management expertise and leadership experience serving as a senior executive at large, complex asset management organizations. Ms. Krongard also has significant compensation, finance, and corporate governance experience acquired through her service on the boards and committees of other publicly traded companies. Her strategic planning experience and airline experience gained as a director of a public company is aare key resourceresources to our Board of Directors for financial investments and business strategy.
20182024 Proxy Statement | Air Lease Corporation | 1321
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Marshall O. Larsen
Retired Chairman, President and Chief Executive Officer of Goodrich Corporation
Age:
Director since May 2014
|
Board CommitteeCommittees:
Nominating and Corporate Governance
Leadership Development and Compensation
Other Current Public Company DirectorshipsDirectorships:
None
Mr. Larsen served as Chairman, President and Chief Executive Officer of Goodrich Corporation, a supplier of systems and services to the aerospace and defense industry, from 2003 until his retirement in July 2012 when the company was acquired by United Technologies Corporation. He was elected as President and Chief Operating Officer of Goodrich in February 2002 and as a director in April 2002. From 1995 through January 2002, Mr. Larsen served as Executive Vice President of Goodrich and President and Chief Operating Officer of Goodrich Aerospace division of Goodrich. Mr. Larsen joined Goodrich in 1977. Mr. Larsen served as a director of Becton, Dickinson and Company from September 2007 until January 2024, a director of Raytheon Technologies Corporation from 2012 until April 2022, and a director of Lowe’s Companies, Inc. from 2004 until his retirement in May 2019. Mr. Larsen is a former director of the Federal Reserve Bank of Richmond and former Chairman of the U.S. Aerospace Industries Association. He is active in numerous community activities and is a member of the Krannert School of Management Advisory Board, Purdue University.
Qualifications:
Mr. Larsen brings substantial business and leadership experience as the chairman and chief executive officer of a publicly-traded company for nine years, including insights in governance, regulatory and management issues facing public companies. Hisin-depth knowledge of the aerospace industry and the conditions that affect the industry significantly benefitsbenefit the discussions of our Board of Directors.
1422 | Air Lease Corporation | 20182024 Proxy Statement
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Susan McCaw President of SRM Capital Investments Age: 61 Director since November 2019 |
Board Committees:
Leadership Development and Compensation
Other Current Public Company Directorships:
Lionsgate Entertainment Corp.
Ms. McCaw is currently the President of SRM Capital Investments, a private investment firm. Before this, Ms. McCaw served as President of COM Investments from April 2004 to June 2019 except while serving as U.S. Ambassador to the Republic of Austria from November 2005 to December 2007. Prior to April 2004, Ms. McCaw was a Principal at Robertson Stephens & Company, a San Francisco-based investment bank, and an Associate in Robertson Stephens Venture Capital Group. Ms. McCaw started her career as a business analyst at McKinsey & Company in New York and Hong Kong. Ms. McCaw serves on the boards of several not-for-profits including Teach for America, the Ronald Reagan Presidential Foundation and the Stanford Institute for Economic Policy Research. She is also an Overseer at the Hoover Institution where she is vice chair of the Executive Committee. In addition, Ms. McCaw is a founding board member and board chair of the Malala Fund for Girls’ Education. Ms. McCaw also serves on the Khan Academy Global Advisory Board and the Knight-Hennessy Scholars Global Advisory Board. She is a former member of Harvard Business School’s Board of Dean’s Advisors and is Trustee Emerita of Stanford University where she chaired the Development and Globalization committees.
Qualifications:
Ms. McCaw brings deep experience and relationships in global business and capital markets to the Board of Directors through her private sector experience in investment banking and investment management, and through her public service as a former U.S. Ambassador. Ms. McCaw’s experience both as an investor and diplomat brings broad and meaningful insight to the Board of Director’s oversight of the Company’s business.
2024 Proxy Statement | Air Lease Corporation | 23
| Robert A. Milton
Retired Chairman and Chief Executive Officer of ACE Aviation Holdings, Inc.
Age:
Director since April 2010
|
Board CommitteesCommittees:
Audit
Leadership Development and Compensation
Nominating and Corporate Governance (Chair)
Other Current Public Company DirectorshipsDirectorships:
None
Mr. Milton was the Chairman and Chief Executive Officer of ACE Aviation Holdings, Inc., a holding company for Air Canada and other aviation interests (“ACE”) from 2004 until June 2012. He also was the President of ACE from 2004 until 2011. Mr. Milton was also the Chairman of Air Canada from 2004 until 2007. He held the position of President and Chief Executive Officer of Air Canada from August 1999 until December 2004. Mr. Milton is a former director of USBreeze Aviation Group, Inc., the holding company of Breeze Airways. Mr. Milton was a director of Cathay Pacific Airways Group,Limited from May 2019 to May 2022 and non-executive chairman of United Continental Holdings, Inc. and of AirAsia Berhad.from April 2016 to April 2018. Mr. Milton is a trustee of the Georgia Tech Foundation, a Director (Emeritus) of the Smithsonian Air and Space Museum and served as Chair of the International Air Transport Association’s Board of Governors from 2005 to 2006.
Qualifications:
Mr. Milton’s extensive experience in the aviation industry, including his many years with Air Canada, and his currentpast service on the board of directors of a major U.S. airline,several airlines, provides our Board of Directors with deep industry experience. Our Board of Directors has benefited from Mr. Milton’s many relationships in the aircraft manufacturing, aircraft leasing and airline industries. Mr. Milton’s management experience and understanding of the aircraft leasing industry make him an ideal choice to act as our lead independent director.
2018 Proxy Statement24 | Air Lease Corporation | 152024 Proxy Statement
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John L. Plueger
Chief Executive Officer and President of Air Lease Corporation
Age:
Director since April 2010 |
Other Current Public Company DirectorshipsDirectorships:
Spirit AeroSystems Holdings, Inc.
Mr. Plueger who becamehas served as our Chief Executive Officer and President insince July 2016 hadand previously served as our President and Chief Operating Officer sincefrom March 2010.2010 until July 2016. Mr. Plueger has more than 3036 years of aviation industry and aircraft leasing experience, 23 of which were with International Lease Finance Corporation (“ILFC”) where he served as acting Chief Executive Officer from February 2010 to March 2010, as President and Chief Operating Officer from 2002 to February 2010 and on its board of directors from 2002 to 2010. Mr. Plueger’s professional experience also includes testifying before the U.S. House of Representatives as an aircraft leasing industry expert witness as well as responding to European Commission formal inquiries concerning aerospace industry related mergers and acquisitions. Mr. Plueger is a Certified Public Accountant and is an FAA Airline Transport Pilot, with multiple jet type ratings on multiple jet aircraft and single/multi engine and instrument instructor ratings. Mr. Plueger is the chairman of the board of directors of the Smithsonian National Air and Space Museum and a member of the Pepperdine University Board of Regents.Regents and a director (Emeritus) of the Smithsonian National Air and Space Museum.
Qualifications:
Mr. Plueger has more than 3037 years of aviation industry and aircraft leasing experience, providing our Board of Directors with anin-depth understanding of our business. His many years of business, financial, accounting, managerial and executive experience in our industry make him an invaluable member of our Board of Directors.
162024 Proxy Statement | Air Lease Corporation | 2018 Proxy Statement25
|
Ian M. Saines
Age:
Director since June 2010 |
Board CommitteeCommittees:
Audit
Other Current Public Company DirectorshipsDirectorships:
Macquarie Bank Limited
Mr. Saines is engaged in private investment activities. He was the Chief Executive, Funds Management of Challenger Limited, an Australian investment management firm.firm, from March 2015 to November 2019. From December 2013 to March 2, 2015, he was engaged in private investment activities. From December 2008 to December 2013, Mr. Saines was employed by Commonwealth Bank of Australia in the role of Group Executive of the Institutional Banking and Markets Division. At Commonwealth Bank of Australia as a member of the bank’s senior executive committee, Mr. Saines was responsible for managing Commonwealth Bank’s relationships with major corporate, government and investor clients and providing a full range of capital raising, transactional and risk management products and services. Prior to joining Commonwealth Bank of Australia in May 2004, Mr. Saines was a Management Committee member of Zurich Capital Markets Asia, the investment banking arm of the Zurich Financial Services Group. He previously held various senior roles with Bankers Trust Australia Limited and was also employed by the Reserve Bank of Australia. He is currently Deputy Chair of the United States Study Centre at the University of Sydney and a director of New South Wales Treasury Corporation (TCorp), the organization that provides investment management, debt and other risk management services and advice to the New South Wales public sector. Mr. Saines also serves as Deputy Chair of American Australian Association Limited. Mr. Saines isLimited and as a Fellow of the Australian Institute of Company Directors (FAICD).
Qualifications:
Mr. Saines brings to our Board of Directors a wealth of experience in investment and commercial banking and deep knowledge of financial risk management. He provides our Board of Directors with key insights with respect to financial products, the financial markets, capital raising activities and the management of a large, complex business.
2018 Proxy Statement26 | Air Lease Corporation | 172024 Proxy Statement
|
|
Board Committees
Other Public Company Directorships
Dr. Sugar was Chairman of the Board and Chief Executive Officer of Northrop Grumman Corporation, a global aerospace and defense company, from 2003 until 2010 and President and Chief Operating Officer from 2001 until 2003. He was President and Chief Operating Officer of Litton Industries, Inc. from 2000 until the company was acquired by Northrop Grumman in 2001. He was earlier Chief Financial Officer of TRW Inc. He is also an adviser to Ares Management LLC, Bain & Company, Northrop Grumman Corporation and Singapore’s Temasek Investment Company. He is a trustee of the University of Southern California, board of visitors member of the University of California, Los Angeles Anderson School of Management, past Chairman of the Aerospace Industries Association, and a member of the National Academy of Engineering.
Qualifications:
Dr. Sugar has significant executive experience in the global aerospace business. In addition to drawing on Dr. Sugar’sin-depth executive and financial experience in related industries, our Board of Directors also benefits from Dr. Sugar’s current experience as a board member of three Fortune 100 companies. He has particularly useful experience with risk oversight, advanced technology, and a deep understanding of legislative and regulatory processes.
18 | Air Lease Corporation | 2018 Proxy Statement
|
Executive Chairman of the Board of Directors of Air Lease Corporation
Age:
Director since February 2010 |
Other Current Public Company DirectorshipsDirectorships:
None
Mr. Udvar-Házy who was appointed has served as our Executive Chairman of the Board of Directors insince July 2016 hadand previously served as our Chairman and Chief Executive Officer sincefrom our launch in February 2010.2010 until July 2016. In 1973,Mr. Udvar-Házyco-foundedzy co-founded the aircraft leasing business that became ILFC and from 1973 to February 2010 served as Chairman and Chief Executive Officer of ILFC. ILFC became a subsidiary of American International Group, Inc. in 1990.Mr. Udvar-Házy currently serves as a senior strategic advisor to the Board of Directors of SkyWest, Inc., where he served as Lead Director of the Board of Directors until May 2022. Mr. Udvar-Házy is an FAA Airline Transport Pilot with type ratings on multiple jet aircraft and has over 4045 years of experience flying jet aircraft.
Qualifications:
Mr. Udvar-Házy brings extensive industry, managerial and leadership experience to our Board of Directors. With more than 4050 years of aviation industry experience,Mr. Udvar-Házy provides our Board of Directors with a critical understanding and appreciation of our business and theknow-how to craft and execute on our business and strategic plans. He is the founder, and a substantial stockholder, of our Company.
The Board of Directors recommends a vote FOR the election of all the director nominees set forth above.
20182024 Proxy Statement | Air Lease Corporation | 1927
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
Our audit committee has appointedWe are seeking stockholder ratification of our appointment of KPMG LLP (“KPMG”), as our independent registered public accounting firm to audit our financial statements for 2018.the fiscal year ending December 31, 2024. During 2017,2023, KPMG served as our independent public accounting firm and provided certain other audit-related services.services as described in this Proxy Statement under “Independent Auditor Fees and Services.” Representatives of KPMG are expected to attend the Annual Meeting, be available to respond to appropriate questions and, if they desire, make a statement.
ThisStockholder ratification of the appointment of KPMG as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, our Board of Directors is submitting the appointment of KPMG to the stockholders for ratification as a matter of good corporate governance. As a result, this is a non-binding vote. If KPMG’s appointment is not ratified, the audit committee willmay reconsider whether or not to retain KPMG, but still may retain KPMG. Even if theKPMG’s appointment is ratified, the audit committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be appropriate.
Vote Required:
Approval of the ratification of KPMG as our independent registered public accounting firm for 20182024 requires the affirmative vote of a majority of the shares of Class A Common Stock present or represented, and entitled to vote thereon,on the proposal, at the Annual Meeting. Abstentions will have the same effect as a vote “Against”“AGAINST” the proposal.
Recommendation:
|
The Board of Directors recommends that you vote FOR the ratification of KPMG as our independent registered public accounting firm for 2024.
2028 | Air Lease Corporation | 20182024 Proxy Statement
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
We are seeking an advisory vote from our stockholders to approve our named executive officer compensation as disclosed in the section titled“Executive Compensation. Notwithstanding the majority of votesCompensation” in favor of holding the advisory vote on named executive officer compensation every three years at the 2012 annual meeting of stockholders the Board of Directors decided to hold the advisory vote every year, at least until the stockholders vote on the 2018 Frequency Vote Proposal (Proposal 4)this Proxy Statement. The Board’s decision was in response to the significant number of shares voted in favor of an annual vote and a desire to adopt what is now perceived to be a governance best practice. Our For 2023, our named executive officers include Mr. John Plueger, our Chief Executive Officer and President, andMr. Udvar-Házy, our Executive Chairman of the Board of Directors, and the three other current executive officers of the Company named in the tables that appear in the “Executive Compensation section below.” section. This is commonly referred to as a “Say-on-Pay” vote.
Our executive compensation program is designed to attract, motivate and retain the most talented individuals in the aircraft leasing business, to align pay with the attainment of operational and financial goals established by the leadership development and compensation committee and to create long-term value for our stockholders. The leadership development and compensation committee and our Board of Directors believe that the program has been successful in accomplishing these objectives as reflected by our strong financial performance in 2017.objectives.
The combination of a competitive base salary and bonus, and the potential for even greater rewards as a stockholder, has helped us assemble and retain a formidable management team and focus themfocused on growing the long-term value of the Company over the long term.Company. We believe having a small, but highly experienced and motivated senior management team is essential to the success of the Company and provides us with an important competitive advantage.
Stockholders are urged to read the section titled “Executive Compensation—Compensation Discussion and Analysis set forth below,,” which contains a detailed description of the design of our executive compensation program and describes how our compensation program implements our compensation philosophy.
We are asking our stockholders to vote FOR the following advisory resolution:
RESOLVED, that the stockholders of Air Lease Corporation approve, on an advisory basis, the compensation paid to its named executive officers, as disclosed pursuant to Item 402 ofRegulation S-K under the Securities Exchange Act of 1934, as amended, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth below in the section titled“Executive Compensation.”
This is anon-binding vote and is being provided as required pursuant to Section 14A of the Exchange Act. The leadership development and compensation committee and our Board of Directors will continue to review the voting results in connection with their regular evaluation of our compensation program. They also will continue to consider any input from our major stockholders throughout the year in connection with their annual evaluation.
Consistent with the recommendation of the Board of Directors and the majority of votes cast at our 2018 annual meeting of stockholders, our current policy is to provide our stockholders with an advisory Say-on-Pay vote on an annual basis. We have included in this Proxy Statement a proposal to approve the frequency of future advisory Say-on-Pay votes. Accordingly, if stockholders approve every year as the preferred frequency option in Proposal 4, it is expected that the next advisory Say-on-Pay vote will be held at the 2025 annual meeting of stockholders.
Vote Required:
Approval of this advisory vote requires the affirmative vote of a majority of shares of Class A Common Stock present or represented and entitled to vote thereon,on the proposal at the Annual Meeting. Abstentions will have the same effect as a vote “Against”“AGAINST” the proposal. Brokernon-votes will have no effect on the outcome of the advisory vote.
Recommendation:
|
The Board of Directors recommends that you vote FOR the approval, on an advisory basis, of our named executive officer compensation.
20182024 Proxy Statement | Air Lease Corporation | 2129
Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation
As described in Proposal 3, above, we are seeking an advisorySay-on-Pay vote from our stockholders to approve our named executive officer compensation as disclosed in the section titled Executive“Executive Compensation.” As required by Section 14A of the Exchange Act, as amended, we are also seeking in this Proposal 4 an advisory vote from our stockholders on whether to hold the above advisorySay-on-Pay vote on named executive officer compensation every year, every two years, or every three years. This is commonly referred to as a “Say-on-Frequency” vote. Our stockholders voted onto hold a Say-on-Pay vote every year in a similar proposal in 2012.
Our2018. As a result, our current practice is to provide advisory Say-on-Payvotes on executive compensation every year.
After careful consideration, the compensation committee and the Board of Directors recommends that future advisory Say-on-Payvotes continue to be held every year. The Board of Directors believes that this is the appropriate frequency so stockholders may annually express their views on our named executive officer compensation and that an annual vote is now perceived to be a governance best practice.
compensation. Accordingly, you may cast your advisory vote as to your preferred frequency of an advisory Say-on-Payvote on named executive officer compensation by choosing any one of the following three options: an advisory vote every “1 Year,” an advisory vote every “2 Years,” or an advisory vote every “3 Years.” You may also abstain from voting on this item.
ThisLike the Say-on-Pay vote, this Say-on-Frequency vote is anon-binding vote. The compensation committeeadvisory and ourwill not be binding on the Company, the Board of Directors or the leadership development and compensation committee. However, the Board of Directors and the leadership development and compensation committee value the opinions expressed by our stockholders and will carefully considertake the voting results in deciding how frequently to holdoutcome of this vote into account when determining the required advisory vote on our named executive officer compensation.frequency of future Say-on-Pay votes.
Vote Required:
Approval of the frequency option (i.e.(every “1 Year”, every 1 year, every 2 years“2 Years” or every 3 years)“3 Years”) requires the affirmative vote of a majority of shares of Class A Common Stock present or represented and entitled to vote on the proposal at the Annual Meeting. However, if no frequency option receives the affirmative vote of at least a majority of the shares of Class A Common Stock present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting, then the Board of Directors will consider the option receiving the highest number of votes as the preferred option of the stockholders. Abstentions will have the same effect as a vote “Against”“AGAINST” each of the frequency options. Broker non-votes will have no effect on the outcome of the advisory vote. However, because this is anon-binding advisory vote, the
Recommendation:
The Board of Directors may decide to hold anrecommends a vote of 1 YEAR for the frequency of future advisory votevotes to approve named executive officer compensation more or less frequently than the deemed preferred option and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.compensation.
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2230 | Air Lease Corporation | 20182024 Proxy Statement
Leadership Development and Compensation Committee Letter |
Dear Fellow Stockholder,
As stewardsOur business experienced strong recoveries in 2023, returning to profitability following the $771.5 million net write-off in 2022 of the Air Lease CorporationCompany’s interests in owned and managed aircraft detained in Russia as a result of the Russia-Ukraine conflict. While 2023 still had challenges, with interest rates sitting at multi-decade highs and ongoing OEM delays, we significantly expanded our aircraft sales program, achieving record sales proceeds for the full year, while continuing to grow our fleet. We ended the year with total revenues per employee and net income attributable to common stockholders per employee of $16.5 million and $3.5 million, respectively, which we believe demonstrate the productivity of our highly specialized and trained 163 employees.
Despite our strong financial performance in 2023, the Leadership Development and Compensation Committee exercised its discretion to reduce the total company performance factor for awards under our annual cash bonus plan from 188% to 147%. This adjustment reflects what the company performance factor would have been if target adjusted pre-tax margin for 2023 had been set at actual 2022 results. While this adjustment was primarily made to reflect the difficulties in forecasting 2023 results at the time our 2023 performance metrics were set in early 2023 given uncertainties surrounding interest rates, the timing and impact of capital expenditures and aircraft sales, as well as the variability around end of lease income, the Leadership Development and Compensation Committee also considered stockholder feedback received after our 2023 annual meeting in making this adjustment. We recognize that one of the important ways stockholders provide feedback is through our annual advisory vote on compensation. We take this vote seriously. Last year, we had an outcome that was lower than what we’ve received in recent years, and the Leadership Development and Compensation Committee oversaw important investor outreach to ensure we understood and responded to your feedback. Some of the more significant changes implemented in our 2024 executive compensation program we –in response to stockholder feedback include substantial increases in the membersgoal rigor of metrics underlying our annual bonus program and long-term book value RSU awards, increases in the weighting of financial performance metrics in our annual bonus program, and updates to the strategic metrics in our annual bonus program so that they are entirely comprised of metrics that can be quantitatively assessed. We report on the changes made in response to stockholder feedback more fully in the Compensation Discussion and Analysis section of this Proxy Statement under “Executive Compensation Stockholder Outreach and Program Refinements” beginning on page 38.
Central to our executive compensation committee – arephilosophy is the concept of paying for performance. We place a significant portion of executive compensation “at risk” in the form of performance-based annual cash bonuses and long-term equity awards. This compensation philosophy helps promote the execution of our business strategy in a manner that focuses on long-term stockholder value creation, encourages prudent risk management, and enhances retention of our small but talented executive team.
We remain highly focused on ensuring adherence to sound compensation policies and practices and believe that our ongoing open and constructive stockholder engagement has led to positive modifications to our executive compensation program, promotes the creationincluding with a number of stockholder value. We accomplish this by delivering the majority of our executives’ compensation in performance-based vehicles, and setting robust goals that challenge our executives to contributechanges made to our annual2024 executive compensation program. We value our stockholders’ feedback and long-term objectives and reward them when those objectives are achieved.
We made many changesencourage you to our 2017 compensation program that are reflected throughout this proxy statement. As a result of these changes, our compensation program provides for more at risk compensation, including more compensation being delivered in equity and subject to long-term Company performance.
In direct response to the feedback we received from investors, in 2018 we made further changes to our compensation program, including:
We also received significant positive feedback regarding our compensation program, and preserved the features that resonated with investors, including:
We are committed to continuously evaluating our compensation programs, and to hearing from our stockholders as part of a permanent annual outreach process. We encourage youcontinue to reach out with any questions or feedback related to our compensation program.
Sincerely,
Dr. Ronald D. Sugar, Chairman
Cheryl Gordon Krongard, Chair
Marshall O. Larsen
Susan McCaw
Robert A. Milton
Leadership Development and Compensation Committee members
20182024 Proxy Statement | Air Lease Corporation | 2331
| Executive Compensation |
Compensation Discussion and Analysis (“CD&A”)
Executive Summary
This Compensation Discussion and Analysis (this “CD&A”) discusses executive compensation for the following Named Executive Officers (“NEOs”) for fiscal year 2017:
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This Compensation Discussion and Analysis should be read together with the executive compensation tables that follow, which disclose the compensation awarded to, earned by or paid to our NEOs with respect to 2017.(as defined below) in 2023.
Our Named Executive Officers
This Compensation Discussion and Analysis (“CD&A”) discusses executive compensation for the following named executive officers (“NEOs”) for 2023:
Named Executive Officers | Role | |||
| John L. Plueger | Chief Executive Officer and President | Mr. Plueger is responsible for overseeing the Company’s overall day-to-day management and the Company’s strategic direction | ||
| Steven F. Udvar-Házy | Executive Chairman of the Board | Mr. Udvar-Házy serves in a full-time executive role focused mainly on overseeing customer relationships and transactions and our OEM relationships. His strong industry relationships gained by virtue of his being a founding member of the aircraft leasing industry are an invaluable asset to the Company | ||
Grant A. Levy | Executive Vice President, Marketing and Commercial Affairs | Mr. Levy is the co-head of our manufacturer relations group, which negotiates our aircraft and engine purchases with the airframe and engine manufacturers | ||
| Carol Forsyte | Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | Ms. Forsyte is responsible for overseeing all aspects of the Company’s legal operations, including corporate governance and compliance matters | ||
| Gregory B. Willis | Executive Vice President and Chief Financial Officer | Mr. Willis is responsible for overseeing all aspects of the Company’s finance function. This includes developing and maintaining key relationships with the Company’s debt and equity investors, banks and credit rating agencies. Mr. Willis also oversees the Accounting, Treasury, Managed Business, Tax, Investor Relations and Information Technology functions within the Company | ||
32 | Air Lease Corporation | 2024 Proxy Statement
Compensation Philosophy: Pay for Performance
Pay for performance is an essential element of our compensation philosophy. Our executive compensation program is designed for a company with a small numberteam of extraordinary and talented individuals with extensive industry experience towho manage and lead a highly capital-intensive business. We do this by tying compensation to the achievement of performance goalsmetrics based on our 2023 financial plan that promote the creation of stockholder value and by designing compensation to reward and retain our small number of high-caliber executives in a competitive market. This balancing of objectives is demonstrated by the substantial portion of our executives’ compensation that is variable and at risk based on individual and Company performance. The charts below illustrate the allocation of 2023 compensation components at target for our CEO, Executive Chairman and other NEOs as a group:
In 2017, 85.5%addition, all of our CEO’s pay mix at target was at risk. Our compensation structureemployees in the U.S. (and to the extent permissible outside the U.S.) are eligible to receive RSUs and pay for performance philosophy have incentivized our87-employee team to deliver outstanding long-term performance at a very low cost to stockholders. In fact, in 2017 our entire compensation expense (for all employees) represented just 3.9% of revenues. In addition, our 87 employees along with ourand independent directors collectively own over 9%approximately 7% of the Company.our outstanding Class A Common Stock as of March 4, 2024. We believe that this significant ownership by our employees and independent directors also helps ensure that we are aligned with the interests of our stockholders and that our compensation program drives sustainable growth.
242024 Proxy Statement | Air Lease Corporation | 2018 Proxy Statement33
| Our compensation structure and pay for performance philosophy have incentivized our 163-employee team to deliver outstanding long-term performance at a very low cost to stockholders. In 2023, our entire compensation expense for all employees represented just 4.0% of revenues. The chart below shows our total revenues and net income attributable to common stockholders per employee as of December 31, 2023 as compared to the average of our 2023 custom benchmark group: | COMPENSATION EXPENSE 4% 2023 total revenues |
Business Overview and Strategy
Business Overview
Air Lease Corporation isWe are a leading aircraft leasing company that was founded by aircraft leasing industry pioneer, Steven F.Udvar-Házy. We are principally engaged in purchasing the most modern, fuel-efficient new technology commercial jet transport aircraft directly from aircraft manufacturers, such as BoeingAirbus and Airbus,Boeing, and leasing those aircraft to airlines throughout the world.world with the intention to generate attractive returns on equity. As of December 31, 2023, we had 463 aircraft in our owned fleet and we had commitments to purchase 334 aircraft from Airbus and Boeing for delivery through 2028. In addition to our leasing activities, we sell aircraft from our operating lease portfoliofleet to third parties, including other leasing companies, financial services companies, airlines and airlines.other investors. We also provide fleet management services to investors and owners of aircraft portfolios for a management fee. As of December 31, 2023, we had 78 aircraft in our managed fleet. Our operating performance is driven by the growth of our fleet, the terms of our leases, the interest rates on our debt, and the aggregate amount of our indebtedness, supplemented by the gains of ourfrom aircraft sales and trading activities and our management fees. We have relationships with over 200 airlines across 70 countries, and as of December 31, 2017, had 91 customers2023, our globally diverse customer base was comprised of 119 airlines in 5562 countries.
2018 Proxy Statement34 | Air Lease Corporation | 252024 Proxy Statement
Strategy for Value Creation
Our strategy is primarily to purchase new commercial aircraft directly from aircraft manufacturers and lease those aircraft to airlines throughout the world, while prioritizing strong financial management and a conservative capital structure. We believe this strategy will continue to generate sustainable growth and attractive returns on equity over the long term.
| Strategy for Value Creation | ||
Aircraft Acquisition | • Focus on purchasing the mostin-demand and widely distributed, modern technology, fuel-efficient aircraft •
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Aircraft Leasing | • Prioritize long-term contracted cash ○ Manage customer concentrations by geography and region ○ Enter into long-term leases with staggered maturities ○ Balance exposure by aircraft type
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Aircraft Sales | • • Help to maintain a young aircraft portfolio by selling aircraft, typically at the end of the first third of • Represent a critical part of the investment cycle and we aim to achieve strong gains on aircraft sales, demonstrating the value of our strategy of purchasing aircraft at low prices directly from the OEMs
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Fleet Management | • Provide fleet management services that further bolster market intelligence and provide strong insight into market trends and future aircraft demands
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Financial Management | • ○ Strong balance sheet with substantial liquidity of ○ Low debt/equity target of 2.5x ○ High fixed rate debt target of 80% ○ Large unencumbered asset base of
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Return on Equity | • We aim to grow our business efficiently and profitably, generating strong returns on equity for our common stockholders | |
Return of Capital | • Maintain a balanced approach to capital allocation which includes returning capital to stockholders through dividends as well as regular evaluation of share repurchases, as appropriate | |
| * | Information as of December 31, |
2017 Performance
2017 Financial Highlights
We had another successful year in 2017. Revenues increased 6.9% to $1.5 billion compared to 2016, supported by solid balance sheet growth with assets totaling $15.6 billion as of December 31, 2017.Pre-tax profit margin has expanded over the last five years, increasing from 34.2% in 2013 to 40.2% in 2017. Over the same period, ourpre-tax return on equity increased from 12.1% to 16.2%.
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| We define unencumbered asset base as unrestricted cash plus unencumbered flight equipment plus deposits on flight equipment purchases plus certain other assets. | |||
262024 Proxy Statement | Air Lease Corporation | 2018 Proxy Statement35
2017 Business2023 Performance Highlights
In 2017,2023, we successfully executedcontinued to execute on our operational strategy which is designed to drive long-term stockholder value.
(1) As of December 31, 2023, our owned fleet count included 14 aircraft classified as flight equipment held for sale and 12 aircraft classified as net investments in sales-type leases which were included in “other assets” on our consolidated balance sheet in our Annual Report on Form 10-K for 2023. |
(2) Lease utilization rate is calculated based on the number of days each aircraft was subject to a lease or letter of intent during the period, weighted by the net book value of the aircraft. |
(3) Consists of $16.4 billion in contracted minimum rental payments on the aircraft in our existing fleet and $14.6 billion in minimum future rental payments related to aircraft which will deliver between 2024 through 2027. |
Aircraft Activity.Activity. During the year ended December 31, 2017,2023, we purchased and took delivery of 3071 aircraft from our new order pipeline purchased 10 incrementaland sold 27 aircraft sold 31 aircraft and received insurance proceeds relating to the insured losses of two aircraft,3, ending the year with a total of 244463 aircraft in our owned aircraft with a net book value of $13.3 billion.fleet. The weighted average lease term remaining on our operating lease portfolio was 6.8 years and the weighted average age of our fleet was 3.84.6 years, and the weighted average lease term remaining was 7.0 years as of December 31, 2017. Our fleet grew by 10.3% based on2023. The net book value of $13.3our fleet grew by 6.9%, to $26.2 billion as of December 31, 20172023, compared to $12.0$24.5 billion as of December 31, 2016. In addition,2022, and our lease utilization rate for 2023 was 99.9%. Our managed fleet increased to 50was comprised of 78 aircraft as of December 31, 2017 from 302023, as compared to 85 aircraft as of December 31, 2016. We have a globally diversified customer base comprised of 91 airlines in 55 countries. As of February 22, 2018, all of our aircraft in our operating lease portfolio were subject to lease agreements.2022.
| 3 | Aircraft sales include two sales-type lease transactions during the year ended December 31, 2023. |
36 | Air Lease Corporation | 2024 Proxy Statement
New OrderAircraft Pipeline.During 2017, we increased our total commitments with Airbus and Boeing by a net 35 aircraft. As of December 31, 2017,2023, we had commitments to purchase 368334 aircraft from Airbus and Boeing for delivery through 2023,2028 with an estimated aggregate commitment of $27.0$21.7 billion. We have placed 100% of our committed orderbook on long-term leases for aircraft delivering through the end of 2025 and have placed 65% of our entire orderbook. We ended 20172023 with $23.4$31.0 billion in committed minimum future rental payments, and placed 79%consisting of our order book on long-term leases for aircraft delivering through 2020. This includes $10.1$16.4 billion in contracted minimum rental payments on the aircraft in our existing fleet and $13.3$14.6 billion in minimum future rental payments related to aircraft which will deliver between 20182024 through 2027.
Financing. During 2023, we raised approximately $3.6 billion in committed debt financings, with floating interest rates ranging from SOFR plus 0.42% and 2022.
Financing. In 2017,SOFR plus 1.50% and fixed interest rates ranging from 5.30% to 5.94%, net of the effects of cross-currency hedging arrangements. Additionally, we issued $2.2 billion senior unsecured notesended 2023 with an average interest rate of 3.16%, with maturities ranging from 2022 to 2027. In 2017, we increasedaggregate borrowing capacity under our unsecured revolving credit facility capacity to approximately $3.8of $6.3 billion representing an 18.6% increase from 2016 and extended the final maturity to May 5, 2021. We ended 2017 withtotal liquidity of $6.8 billion. As of December 31, 2023, we had total debt outstanding net of discounts and issuance costs, of $9.7$19.4 billion, of which 85.4%84.7% was at a fixed rate and 94.6%98.4% of which was unsecured. Ourunsecured and, in the aggregate, our composite cost of funds decreased to 3.20% as of December 31, 2017 from 3.42% as of December 31, 2016.was 3.77%.
Tax reform. On December 22, 2017, the Tax Reform Act was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax law by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. As a result of the Tax Reform Act, we
2018 Proxy Statement | Air Lease Corporation | 27
recorded an estimated tax benefit of $354.1 million or $3.16 per diluted share due to there-measurement of deferred tax assets and liabilities for the quarter ended December 31, 2017.
Financial Highlights. In 2017, Our total revenues increased by 6.9% to $1.5 billion, compared to 2016. The increase in our total revenues is primarily due to the $1.2 billion increase in the net book value of our operating lease portfolio. Our net income for the year ended December 31, 20172023 increased by 15.9% to $2.7 billion as compared to 2022. The increase in total revenues was $756.2primarily driven by the continued growth in our fleet, an increase in sales activity, and higher end of lease revenue. Our net income attributable to common stockholders for the year ended December 31, 2023 was $572.9 million, or $6.82$5.14 per diluted share, as compared to $374.9a net loss attributable to common stockholders of $138.7 million, or $3.44$1.24 loss per diluted share, for the year ended December 31, 2016.2022. The increase compared to the prior year was primarily due to the increase in revenues from the continued growth of our fleet, an increase in sales activity, and higher end of lease revenue described above, partially offset by higher interest expense, which resulted from an increase in our composite cost of funds. In addition, in 2023, we recognized a net benefit of approximately $67.0 million from the settlement of insurance claims under JSC Siberia Airline’s (“S7”, a Russian airline) insurance policies related to four aircraft previously included in our owned fleet and our equity interest in certain aircraft from our managed fleet that were previously on lease to S7, whereas in 2022, we recognized a net write-off of $771.5 million related to our Russian fleet. During the year ended December 31, 2023, our adjusted net income and diluted earnings per sharebefore income taxes4 was $733.6 million compared to $659.9 million for the year ended December 31, 20172022. Our adjusted diluted earnings per share before income taxes for the full year 2023 was due$6.58 compared to $5.89 for the full year 2022. The increase in our adjusted net income before income taxes and adjusted diluted earnings per share before income taxes primarily relates to the $1.2 billion increase in the net book value of our operating lease portfolio, and there-measurement of our U.S. deferred tax liabilities associated with the enactment of the Tax Reform Act, resulting in a tax benefit of $354.1 million.revenues as discussed above, partially offset by higher interest expense. Ourpre-tax profit margin return on common equity for the year ended December 31, 2017 was 40.2%2023 increased to 11.8% as compared to 40.9% for(3.0)% in 2022 driven primarily by the year ended December 31, 2016.increase in net income attributable to common stockholders discussed above.
Dividend Increase.Increased Return of Capital. On November 8, 2017,3, 2023, our Board of Directors approved an increase in our quarterly cash dividend of 33%on our Class A Common Stock by 5%, from $0.075$0.20 per share to $0.10$0.21 per share. This dividend, paid on January 10, 2024, marked our 44th consecutive dividend since we declared our first dividend in 2013 and our eleventh consecutive annual dividend increase over that time.
| 4 | Our adjusted net income before income taxes and adjusted diluted earnings per share before income taxes exclude the effects of certain non-cash items, one-time or non-recurring items that are not expected to continue in the future and certain other items, such net write-offs and recoveries related to our former Russian fleet. Adjusted net income before income taxes and adjusted diluted earnings per share before income taxes are measures of financial and operational performance that are not defined by U.S. Generally Accepted Accounting Principles (“GAAP”). See Appendix A for a discussion of adjusted net income before income taxes and adjusted diluted earnings per share before income taxes as non-GAAP measures and a reconciliation of these measures to net income attributable to common stockholders. |
2024 Proxy Statement | Air Lease Corporation | 37
Workforce Productivity. As of December 31, 2017,2023, we had 87 full-time163 employees and $15.6$30.5 billion of total assets. Per employee, our revenuetotal revenues, net income attributable to common stockholders, and adjusted net income before income taxes for the year ended December 31, 2017 was2023 were approximately $17.4$16.5 million, $3.5 million and $8.7$4.5 million, respectively.
For a comprehensive discussion of our financial results, please review our Annual Report onForm 10-K for the fiscal year ended December 31, 2017,2023, which was filed with the SEC on February 22, 201815, 2024 and is available at http://www.airleasecorp.com/investors.
Return to Stockholders
The chart below illustrates the returns we delivered to our stockholders from 2016 through 2017 as compared to the S&P MidCap 400 Index over the same timeframe. In 2017, the S&P Midcap 400 Index increased by 16%, while our total stockholder return increased by 41%.
TOTAL STOCKHOLDER RETURN AIR LEASE vs S&P MIDCAP 400 INDEX
28 | Air Lease Corporation | 2018 Proxy Statement
Executive Compensation Stockholder Outreach and Executive Compensation Program Refinements
To better understand our investors’ perspectives regarding our executive compensation program, forwe engage with our investors throughout the last several years we have engagedyear. In addition to our regular investor engagement efforts, following our 2023 annual stockholders meeting, the leadership development and compensation committee also oversaw dedicated stockholder outreach efforts in stockholder outreach. We spoke with stockholders inlight of the springresults of 2017 after issuing our proxy statement and again in late 2017 and early 2018. In our most recent outreach,2023 “say-on-pay” advisory vote.
38 | Air Lease Corporation | 2024 Proxy Statement
Following the 2023 Annual Meeting, we engaged with stockholders holding 44%holders of over 70% of outstanding shares of our Class A Common Stock (none of whom were our employees or directors). WhileThe leadership development and compensation committee recognizes that the results of the 2023 “say-on-pay” advisory vote demonstrated that some stockholders had specific concerns about the compensation provided to our NEOs. The feedback we regularly communicate withreceived was generally that stockholders supported our stockholders, duringperformance-based executive compensation program, but that most who had voted against our most recent outreach we contacted2023 “say-on-pay” advisory vote had done so because of concerns on the goal rigor in our large stockholders to specifically discuss our compensation philosophy andannual cash bonus program and, to listen to their feedback. The compensation committee considered our stockholders’ views when making decisions about changes to our 2017 and 2018 compensation programs.
We continued to enhancespecifically, that target metrics were set below prior year actual results. A more detailed summary of the feedback on our executive compensation program that we heard during these engagement sessions, along with the changes we implemented in response, to evolving compensation practices and feedback from our stockholder engagement efforts, specifically by making the following responsive changes:is below:
| What We Heard | How We Responded | |||||
Stockholders expressed concern over the goal rigor of metrics in our annual bonus program —specifically, that goals for some metrics were set below prior year actual results | | First, the leadership development and compensation committee exercised its discretion to reduce the payouts under the 2023 annual bonus plan from 188% to 147%, which reflects what payouts would have been if the target adjusted pre-tax margin level for 2023 had been set at actual 2022 results. While the committee’s adjustment was primarily made to reflect the difficulties in forecasting 2023 results at the time our 2023 performance metrics were set in early 2023 given uncertainties surrounding interest rates, the timing and impact of capital expenditures and aircraft sales, as well as the variability around end of lease income, the leadership development and compensation committee considered stockholder feedback on this topic in making this adjustment
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(i) We set the target metrics in our 2024 annual bonus program above 2023 actual financial results;
(iii) We updated the financial metrics in our annual bonus plan to replace adjusted pre-tax margin with
(iv) We increased the weighting of our financial metrics to reflect a greater importance of these metrics relative to strategic goals. | ||||||
Stockholders expressed concern over the goal rigor of the book value RSU awards included in our long-term incentive awards | | We almost doubled the required growth for target payout of the book value RSU awards included in our | ||||
2024 Proxy Statement | Air Lease Corporation | 39
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2018 Proxy Statement | Air Lease Corporation | 29
| How We Responded | ||||||
Stockholders indicated support for our proposal to return our annual bonus program to pre-pandemic historical financial and strategic goal splits |
| For our 2024 annual bonus program, our leadership development and compensation committee | ||||
Stockholders indicated a desire for more specific goals and target achievement levels for strategic metrics included in our annual bonus program |
| We updated the strategic metrics in | ||||
Stockholders asked us to provide increased disclosure in our proxy statement regarding the role of our Executive Chairman |
| We have added increased disclosure in this Proxy Statement to help our stockholders better understand the important role of our Executive Chairman, including his significant engagement as a | ||||
Some stockholders expressed concern over the pay of our Executive Chaiman relative to our CEO |
| While some stockholders expressed concern over the close proximity of compensation of our Executive Chairman and CEO, many stockholders noted that they look at the quantum of overall executive compensation, and because our overall named executive officer compensation is generally in line with other similarly sized companies, | ||||
Stockholders generally supported and requested the continued inclusion of a sustainability metric in our annual bonus program |
| Our 2023 and 2024 annual bonus program include a strategic metric based on | ||||
Some stockholders noted they would like to see increased scope emissions disclosure, including Scope 3 emissions disclosure |
| We have increased our scope emissions disclosures in recent years, with 2023 being our second year providing Scope 1 and | ||||
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3040 | Air Lease Corporation | 20182024 Proxy Statement
2017 Executive Compensation Program
The leadership development and compensation committee designed our 20172023 compensation program in February 2023 to incentivize, reward and retain leaders who create long-term value for our stockholders. Material components of our 20172023 compensation program are included in the chart below.
Pay Element
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Form |
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Salary
| Cash
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Base salary provides reasonable yet market-competitive fixed pay reflective of an executive’s role, responsibilities and individual performance
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Annual Incentive Plan | RSUs | Financial Metrics
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| • |
| Revenue incentivizes our executives to grow our top line | |||||||||
| • | Adjusted pre-tax margin keeps our executives focused on profitable growth and the efficient use of stockholder capital | ||||||||||
Strategic Objectives (30%) | |||||||||||
• | Meet or exceed cumulative aircraft placement goals through |
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• | Meet or exceed cumulative aircraft utilization goals (10%) | Cumulative aircraft utilization keeps our executives focused on maintaining strong lessee relationships and is directly linked to our financial stability and revenue growth | |||||||||
• | |||||||||||
Percentage of fleet comprised of newest generation aircraft (10%)
| Building the most modern, fuel-efficient fleet is part of our long-term strategy | ||||||||||
2023 bonus for our Executive Chairman was paid in RSUs that cliff vest two years from the grant date of February 25, 2024 for an extended vesting period | |||||||||||
Long-Term Incentive Plan | RSUs | • | Book Value (50%)
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| Book value is a key value driver of
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| • | Relative TSR | Relative TSR focuses executives onactions that will generate
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20182024 Proxy Statement | Air Lease Corporation | 3141
2017 Executive Compensation Decisions and Outcomes
The 2017 compensation outcomes were consistent with ourpay-for-performance philosophy. Key decisions made and outcomes for 2017 included:
Compensation Governance Best Practices
Another important objective of our executive compensation program is to incorporate pay and governance best practices, as highlighted below.
What We Do:
| ✓ | Pay for Performance |
| ✓ | Double-Trigger Change in Control Provisions |
| ✓ |
Manage the use of equity incentives conservatively with a net equity burn rate |
| ✓ | Tally Sheets |
| ✓ | Director Stock Ownership Guidelines |
| ✓ | Executive Officer Stock Ownership Guidelines (6X for CEO and Executive Chairman and 2X for other executives; excludes unvested performance shares) |
| ✓ | Mitigate Undue Risk |
| ✓ | Independent Compensation Consultant |
| ✓ | Annual |
| ✓ | Clawback Policy in compliance with current NYSE Listing Standards |
| ✓ | Annual “Say-on-Pay” |
| ✓ | Robust Stockholder Engagement Program |
What We Don’t Do:
| x | Director or Employee Hedging |
| x | Executive Officer or Director Pledging |
| x | Tax Gross-Ups (except in connection with foreign assignments) |
| x | Dividend or Dividend Equivalents on Unvested Equity Awards |
| x | Re-Price Stock Options |
| x | Pension Benefits (other than 401(k)) |
| x | Employment Agreements (except in connection with foreign assignments) |
| x | Equity awards with less than 1-year vesting |
| x | Uncapped payouts in our incentive plans |
| x | No liberal share recycling of stock options or stock appreciation rights |
| x | Stock Option Awards |
| x | Equity plan evergreen provisions |
| x | Guaranteed cash incentives, equity compensation or salary increases for NEOs (except upon death or disability) |
| x | Excessive perquisites or other benefits |
32 | Air Lease Corporation | 2018 Proxy Statement
Stockholder Advisory Vote Approving Executive Compensation
NotwithstandingConsistent with the recommendation of the Board and the majority of votes in favorcast at our 2018 annual meeting of holdingstockholders, our current policy is to provide our stockholders with an advisory vote to approve executive compensation of our NEOs on an annual basis. The Board will consider the outcome of the votes cast at the Annual Meeting regarding the frequency of future advisory votes to approve executive compensation.
Stockholders approved the advisory vote on namedthe executive officer compensation every three yearsof our NEOs (“compensation proposal”) at the 2012our 2023 annual meeting of stockholders, the Boardwith holders of Directors decided to hold the advisory vote every year, at least until the stockholders vote on the 2018 Frequency Vote Proposal (Proposal 4), in response to the significant numberapproximately 67% of shares voted in favor of an annual vote and a desire to adopt what is now perceived to be a governance best practice. At the Annual Meeting, we again will provide our stockholders with the opportunity to approve, on an advisory basis, executive compensation.
At our 2017 annual meeting of stockholders, the advisory vote to approve named executive officer compensation (“compensation proposal”) received the affirmative support of 76.5% of our stockholdersoutstanding Class A common stock represented at the meeting and entitled to vote on the matter. In evaluatingmatter voting in favor of the compensation of our NEOs. However, this voting result represents a significant decline in stockholder support for our executive compensation from that achieved in recent years, which averaged 91% approval in years 2019 through 2022. Our leadership development and compensation committee is committed to understanding stockholder views on our executive compensation program and increasing levels of support in the future. As described above, the leadership development and compensation committee oversaw extensive stockholder engagement to discuss our executive compensation program following our 2023 annual meeting of stockholders and will continue to oversee engagement efforts to understand what actions the committee could take to address stockholder concerns in the future.
In developing our executive compensation program for 2024, our leadership development and compensation committee considered the voting results for executive compensation in 2023, the compensation proposal,payouts of our annual cash bonus plan and long-term incentive awards for 2023, our stockholder outreach and other factors as discussed in this CD&A.
Compensation Program Overview and Objectives
Our executive compensation program is designed to attract, retain and motivate the highest caliber executives in the aircraft leasing industry by offering a comprehensive compensation program that is attractive enough to entice and retain successful senior executives. We also believe it is important that our compensation program attracts the highly talented executive who is experienced and capable of managing our aircraft fleet with a small team to help drive our profitability. At the end of 2017, we had total assets of $15.6 billion and we had 87 total employees. We believe that the ratio of employees to total assets compares favorably to other companies in capital-intensive businesses. In addition to managing significant assets on a per employee basis, our team has delivered outstanding long-term performance at a very low cost to stockholders. In fact, in 2017 our entire compensation expense (for all employees) represented just 3.9% of revenues.42 | Air Lease Corporation | 2024 Proxy Statement
Our executive compensation program also is designed to reward our executives for contributing to achievement of our annual and long-term objectives. We set robust goals to align performance based compensation with the creation of long-term value for our stockholders. We also believe that ownership of our stock is critical to alignment with our stockholders and our 87 employees along with our independent directors collectively own over 9% of the Company.
How We Determine Compensation
Role of the compensation committee.Leadership Development and Compensation Committee. The compensation committee is composed of Dr. Sugar, who serves as Chairman of the committee, Ms. Krongardleadership development and Mr. Milton. The compensation committee oversees the design, administration and evaluation of our overall executive compensation programprogram. The leadership development and compensation committee also reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer and the Executive Chairman, evaluates their performance in light of those goals and objectives and recommends to the independent directors of the Board of Directors the totaltheir compensation for our Executive Chairman and our Chief Executive Officer and President.level based on this evaluation. It also approves the total compensation for theour other NEOs. Each member of the compensation committee must be an independent,non-employee director, as those terms are defined in SEC, NYSE and Internal Revenue Service rules. Among other things, the leadership development and compensation committee will at least annually:
| • | Review and adjust (or recommend adjustments to) each NEO’s compensation in order to ensure an appropriate mix of cash and equity, and an appropriate balance of fixed and at-risk compensation, in light of, among other factors, each individual’s particular role and responsibilities, personal motivations, stock ownership exposure and wealth accumulation. |
2018 Proxy Statement | Air Lease Corporation | 33
Consider specific input from stockholders on our executive compensation programs in the design of the next year’s executive compensation program.
Design annual incentive awards with quantitative factors and qualitative milestones applicable to all our officers that further our overall business objectives and approve award payouts based on performance actually achieved.
Role of Stockholder Input on Executive Compensation. To better understand our investors’ perspectives regarding our executive compensation program, for the last several years we have engagedregularly engage in stockholder outreach. We spoke with stockholders in the spring of 2017outreach, including after issuing our proxy statement each year, after our annual meeting for that year, and again in late 2017ahead of the leadership development and early 2018. Thatcompensation committee meeting each February. The feedback received during this outreach for the most recent year, and the changes made to our 2017 and 2018 executive compensation program in response, to that outreach are described more fully described above in the section titled“Executive Compensation Stockholder Outreach and Executive Compensation Program Refinements. These” Over the last several years we made significant changes resultedto our compensation program in response to stockholder feedback. For example, we:
strengthened the rigor of goals for 2018 in a changethe metrics included in our Executive Chairman’s2024 annual cash bonus program, as well as our book value RSUs included in our long-term incentive awards;
increased the weighting of the financial metrics in our 2024 annual cash bonus program from 70% to 80%, while simultaneously reducing the weighting of the strategic objectives from 30% to 20%, consistent with the weighting of financial and strategic metrics in our annual bonus changes inplan prior to the pandemic;
added a sustainability metric to our Book Value RSUs to further drive long-term sustainable book value growth and termination of our senior officers participating in the deferredannual cash bonus plan. For 2018 we have also developed a new, more refined benchmark group. program; and
| • | returned our long-term incentive award structure to be 75% performance-based awards, which we had modified during the COVID-19 pandemic. |
We encourage stockholders to reach out with any questions or feedback related to our compensation program, and we are committed to hearing fromregular engagement with our stockholders as part of our annual outreach process.
2024 Proxy Statement | Air Lease Corporation | 43
Role of Management. The compensation committee formulates its recommendation forManagement. Neither the overall compensation of our Executive Chairman and our Chief Executive Officer nor the Executive Chairman has any role in determining his compensation or the compensation of the other. Moreover, they are not present when their compensation is discussed and President without management participationapproved by the leadership development and reviews it withcompensation committee or the independent members of the Board of Directors. Finally, theThe leadership development and compensation committee determines the overall compensation of our other NEOs with input from our Chief Executive Officer and Executive Chairman. None of our NEOs isare present when his or her compensation is discussed by the leadership development and compensation committee. Our management administers all compensation and benefits programs, subject to the oversight of the leadership development and compensation committee. This delegation to management is strictly limited to implementation of the programs and does not include any discretion to make material decisions regarding the overall executive compensation program.
Role of Independent Compensation Consultant.Consultant. The leadership development and compensation committee has engaged Exequity as anits independent compensation consultant to provide advice with respect to compensation decisions for our executive officers. The independent compensation consultantExequity assists in evaluating our compensation objectives, obtaining market information, and designing various aspects of our compensation program. The independent compensation consultantExequity attends all regular meetings of the leadership development and compensation committee, by invitation, and committee members have direct access to the independent compensation consultantExequity without management involvement. The independent compensation consultantExequity will also consult with our senior executives as directed by the leadership development and compensation committee. The compensation committee has the sole authority to hire and fire the independent compensation consultant. In order toTo help ensure impartiality and objectivity, the leadership development and compensation committee requires that the independent compensation consultant provide services only to the committee and not to management, absent specific committee approval. In 2017,2023, Exequity did not perform any services unrelated to its leadership development and compensation committee engagement, including any separate work for our management or employees. The Board of Directors has evaluated the independence of Exequity has been evaluated in accordance with SEC and NYSE rules, and it has been determined that itsExequity’s work did not raise any conflicts of interest.
34 | Air Lease Corporation | 2018 Proxy Statement
Peer Group and Benchmarking
We operate in a highly-specialized industry in which most of the companies are foreign, private or are subsidiaries of other large companies. For this reason, traditional industry specificindustry-specific peer group benchmarking is challenging and would produce incomparable data.
Given that we have limited directonly one publicly-traded peers,peer that is not required to provide SEC compensation disclosures, it is equally challenging to find relevant and directly comparable compensation benchmarking data for our industry. Nevertheless, since 2012, Exequity has collected compensation information about similarly sized U.S.-based employersdata from both a custom benchmark group and from general industry as market reference points for the leadership development and compensation committee’s consideration derived from the entire S&P MidCap 400 Index. This is the group against which the Company benchmarks relative total stockholder return for TSR RSU performance purposes and reflects comparably capitalizedwhen determining executive compensation. The U.S. publicly traded companies regardless of industry affiliation.
Over the last several years, the compensation committee has also considered compensation data of diversified financial services firms, including asset management firms, with market capitalizations of between $1 billion and $10 billion and revenues up to $2.5 billion (“Diversified Financial Services Benchmark”). These companies are relevant because they focus on complex, high-value added, transactional activities.
While the compensation data from the Diversified Financial Services Benchmark was valuable to the compensation committee, this benchmark group was large with 40 companies and included companies not relevant to the Company’s core business. As a result, in the fall of 2017 the compensation committee asked Exequity to work with the Company to explore developing a new custom benchmark group.
In developing the new custom benchmark group Exequity and the Company performed a comparativetop-down andbottom-up business modelwere identified based on analysis on companies that are publicly traded in the U.S. with market capitalization between $1 billion and $10 billion. That analysis comparedcomparing key characteristics of the Company’s business, including exposure to real assets, dependence on a highly skilled management team, credit exposure/underwriting expertise, and significant capital expenditures, to the characteristics of traditional and alternative asset managers, specialty finance lenders, insurance companies and REITs (real estate investment trusts). The analysis includedincludes all companies within the Diversified Financial Services Benchmark. A range of REITs were included because of their exposure to real assets, income from lease revenue, highly skilled management teams, large capital bases and significant capital expenditures. The remaining firms selectedcompanies included represent an array of asset management and specialty finance firms which the Company believes exhibitin-depth knowledge of their asset classes akin to the Company’s expertise in managing aircraft. A separate review was done of the companies that were within the Diversified Financial Services Benchmark but would not be included in the custom benchmark group. Companies such as institutional brokerage firms, information services companies and consumer finance companies were excluded from the new benchmark group given the disparity in their business models to aircraft leasing.
2018 Proxy Statement44 | Air Lease Corporation | 352024 Proxy Statement
In 2018,For 2023, the leadership development and compensation committee adopted a newcommittee’s custom benchmark group consistingconsisted of the following companies (the “Custom Benchmark Group”):
2023 Custom Benchmark Group
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| Company | Trading
| Market
| LTM
| LTM Net
| Employees
| Revenue Per
| Net Income Per
| GICS Industry Name
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Affiliated Managers Group, Inc. | AMG | $ | 5,119 | $ | 2,058 | $ | 906 | 250 | $ | 8.2 | $ | 3.6 | Capital Markets
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Artisan Partners Asset Management, Inc. | APAM | $ | 3,533 | $ | 975 | $ | 222 | 573 | $ | 1.7 | $ | 0.4 | Capital Markets
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Digital Bridge Group, Inc. | DBRG | $ | 2,866 | $ | 821 | $ | 128 | 300 | $ | 2.7 | $ | 0.4 | Real Estate Management & Dev.
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Federal Realty Investment Trust | FRT | $ | 8,411 | $ | 1,132 | $ | 237 | 297 | $ | 3.8 | $ | 0.8 | Retail REITs
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Federated Hermes, Inc. | FHI | $ | 2,921 | $ | 1,610 | $ | 299 | 2,025 | $ | 0.8 | $ | 0.1 | Capital Markets
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Franklin Resources, Inc. | BEN | $ | 14,734 | $ | 7,873 | $ | 969 | 9,200 | $ | 0.9 | $ | 0.1 | Capital Markets
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GATX Corporation | GATX | $ | 4,268 | $ | 1,411 | $ | 259 | 2,020 | $ | 0.7 | $ | 0.1 | Trading Companies & Distributors
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H&E Equipment Services, Inc. | HEES | $ | 1,907 | $ | 1,469 | $ | 169 | 2,765 | $ | 0.5 | $ | 0.1 | Trading Companies & Distributors
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Healthpeak Properties, Inc. | PEAK | $ | 10,832 | $ | 2,181 | $ | 306 | 193 | $ | 11.3 | $ | 1.6 | Health Care REITs
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Herc Holdings Inc. | HRI | $ | 4,209 | $ | 3,282 | $ | 347 | 7,200 | $ | 0.5 | $ | 0.05 | Trading Companies & Distributors
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Host Hotels & Resorts, Inc. | HST | $ | 13,734 | $ | 5,311 | $ | 740 | 163 | $ | 32.6 | $ | 4.5 | Hotel & Resort REITs
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Invesco Ltd. | IVZ | $ | 8,020 | $ | 5,716 | $ | (334 | ) | 8,489 | $ | 0.7 | $ | (0.04 | ) | Capital Markets
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Janus Henderson Group plc | JHG | $ | 4,995 | $ | 2,102 | $ | 392 | 2,196 | $ | 1.0 | $ | 0.2 | Capital Markets
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Kennedy-Wilson Holdings, Inc. | KW | $ | 1,726 | $ | 563 | $ | (342 | ) | 259 | $ | 2.2 | $ | (1.3 | ) | Real Estate Management & Dev.
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Kilroy Realty Corporation | KRC | $ | 4,671 | $ | 1,130 | $ | 212 | 248 | $ | 4.6 | $ | 0.9 | Office REITs
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Triton International Limited (3) | TRTN | — | — | — | — | — | — | Trading Companies & Distributors
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W.P. Carey Inc. | WPC | $ | 14,172 | $ | 1,741 | $ | 708 | 197 | $ | 8.8 | $ | 3.6 | Diversified REITs
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Median | $ | 4,833 | $ | 1,675 | $ | 279 | 437 | $ | 1.9 | $ | 0.3 | |||||||||||||||||
Average | $ | 6,632 | $ | 2,461 | $ | 326 | 2,273 | $ | 5.1 | $ | 0.9 | |||||||||||||||||
Air Lease Corporation | AL | $ | 4,260 | $ | 2,685 | $ | 573 | 163 | $ | 16.5 | $ | 3.5 | Trading Companies & Distributors
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As of December 29, 2023, the last trading day of 2023, from Bloomberg. |
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Based on the applicable company’s most recent publicly reported information. For net income, shows net income attributable to common stockholders, as applicable. |
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(TRTN) as a result of being acquired in 2023. |
We use the Custom Benchmark group to help assess the Company’s compensation competitiveness for our NEOs. Additionally, the leadership development and committee reviews compensation-related data from companies included in the S&P MidCap 400 Index. This is the group against which we benchmark relative total stockholder return for TSR RSU performance in our long-term equity awards, and reflects comparably capitalized companies regardless of industry affiliation.
2024 Proxy Statement | Air Lease Corporation | 45
For 2018 actions,2023 compensation decisions, the leadership development and compensation committee considered data from the S&P MidCap 400 Index and the Custom Benchmark Group provided by Exequity, its independent compensation consultant, and reviewed compensation practices and program design at the S&P MidCap 400 Index and Custom Benchmark Group to facilitateinform its decision-making process so it could set total compensation levels that it believes are commensurate with the transition to the new benchmark, the Diversified Financial Services Benchmark Group. External compensation data is considered holisticallyrelative size, scope and represents potential labor markets for top executive talent for similar companies. The committee also views data for Aircastle Limited, the sole aircraft leasing company where compensation data is available and a memberperformance of the Custom Benchmark Group.Company. However, givenbecause of the significantimportant difference between our aircraft leasing business and the companies included in these data sources, ourthe Custom Benchmark Group or S&P MidCap 400 Index, the leadership development and compensation committee does not make explicitset compensation decisions based on how ourcomponents to meet specific benchmarks as compared to the Custom Benchmark Group or S&P MidCap 400 Index, such as targeting salaries or total compensation practices compare, nor do they target compensation toat a specific benchmark of this group of companies.market percentile. We use this information as a starting point in our compensation review process, to supplement the collective knowledge and experience of ourthe Board of Directors, senior executives and the compensation consultant. Our final compensation decisions continue to beare based on individual performance and guided by what we consider to be the amount and form of compensation that will best enable us to attract, motivate and retain the most talented executives and to focus them on the growth and long-term success of our business.
The compensation committee continues to regularly review information from our independent compensation consultant to define a formal peer group and will reconsider this decision each year after carefully examining potential peer companies.
36 | Air Lease Corporation | 2018 Proxy Statement
Risk Management
We believe we have designed an executive compensation program as described below which encourages our executives, including our NEOs, to achieve our long-term incentive goals for our NEOs and discourages our executives from taking unnecessary risks that could threaten the long-term interestsperformance of our company.Company. We also base our executive rewards on a variety of internal performance measures, (asas explained below) so asbelow, to avoid an over relianceover-reliance on any singular indicator of performance.
Compensation Program Safeguards
| • | Align |
| • | Long-Term Incentive Program: |
| ○ | Book |
| ○ | Total Stockholder |
| ○ | Time-Based: 25% of |
46 | Air Lease Corporation | 2024 Proxy Statement
| • | Incentive Awards are |
| ○ | Performance-based RSUs that vest based on book value and |
| ○ | The annual bonuses of our Chief Executive Officer and our Executive Chairman are capped at 200% of target. |
As an additional safeguard, our Board of Directors also adopted a clawback policy relating to incentive compensation and an anti-hedging orand pledging policypolicies as described below.
We believe that the above design safeguards align our executive incentives and corresponding payouts with stockholder value creation.
Also, annually, the leadership development and compensation committee, together with its independent compensation consultant, performs a compensation risk analysis of our compensation programs. In addition, the chair of our leadership development and compensation committee reports to, and discusses compensation risk issues with, the full Board.Board of Directors.
2018 Proxy Statement | Air Lease Corporation | 37
Executive Stock Ownership Guidelines.Guidelines
We also believe that our executives’ significant equity ownership in our Company aligns their long-term interests with those of our stockholders. Our Board of Directors has adopted stock ownership guidelines for our executive officers at the level of Executive Vice President or higher. Our Executive Chairman and Chief Executive Officer are each requiredguidelines require executive officers to ownmaintain ownership of Class A Common Stock equivalents with an aggregate market value equal to (i) six times his annual rate of salary.salary with respect to our Executive Chairman and Chief Executive Officer or (ii) two times his or her annual rate of salary with respect to our other executive officers. Class A Common Stock equivalents are shares of Class A Common Stock beneficially owned by an executive officer (including shares held by his or her immediate family members or held in trust) and shares of Class A Common Stock underlying unvested RSUs that are subject to time-based vesting only. Unvested performance-based RSUs are not counted in determining compliance with the guidelines. Executive officers are required to retain 50% of after-tax profits realized from Company equity incentive awards until the ownership guidelines are met. Executive officers have five years from the time he or she is appointed as an executive officer of the Company to achieve the required level of ownership.
All of our executive officers, including our NEOs, each own shares of our Class A Common Stock that exceed the applicable ownership threshold. As shown in the table below, both Mr. Plueger andMr. Udvar-Házy beneficially own shares of our Class A Common Stock equivalents that far exceed their ownership requirements.
Target Ownership
| Actual Ownership
| Target Ownership
| Actual Ownership
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Multiple of Base
| Multiple
| Multiple of Base
| Value of Shares
| Multiple of Base
| Multiple
| Multiple of Base
| Value of Shares
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John L. Plueger, Chief Executive Officer
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| 6x
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| $
| 6,000,000
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| 35x
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| $
| 35,730,325
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| 6x | $ | 6,000,000 | 34x | $ | 34,434,935 | ||||||||||||||||||
StevenUdvar-Házy, Executive Chairman | 6x | $ | 10,800,000 | 129x | $ | 232,505,936 | 6x | $ | 10,800,000 | 139x | $ | 250,502,851 | ||||||||||||||||||||||||
Based on |
Based on the closing price of the Company’s Class A Common Stock on March |
Each of our other executive officers subject to these guidelines is required to own Class A Common Stock equivalents with an aggregate market value equal to at least his or her annual rate of salary. Messrs. Chen, Levy
2024 Proxy Statement | Air Lease Corporation | 47
Policy Prohibiting Hedging and Willis each own shares of our Class A Common Stock that exceed this requirement. In addition, our guidelines require executive officers to retain 50% of after tax profits realized from Company equity incentive awards until ownership guidelines are met. Class A Common Stock equivalents are shares of Class A Common Stock owned personally by an executive officer and shares of Class A Common Stock underlying unvested RSUs that are subject to time-vesting only. Each executive officer subject to these guidelines has five years from the time he or she becomes subject to the guidelines to achieve the required level of ownership.Pledging
No Hedging or Pledging.The Company has an anti-hedging and pledging policy applicable to our directors and all employees, including our executive officers. These individuals are prohibited from engaging in hedging transactions such as short-term or speculative transactions in the Company’s securities, including our Class A Common Stock. They alsoStock or any preferred stock. These transactions include, but are not limited to, prepaid variable forward contracts, equity swaps, collars and exchange funds. The anti-hedging policy applies regardless of whether such Company securities (i) were granted to the director or employee as part of their compensation and (ii) are held directly or indirectly by the director or employee. In addition, directors and executive officers may not pledge their Company securities as collateral for a loan or in similar transactions.
Clawback Policy.Policy
In February 2014November 2023, our Board of Directors adopted aan amended and restated clawback policy.policy that complies with Rule 10D-1 of the Exchange Act and NYSE listing standards. The policy provides that we will require reimbursement of any incentive payments to an executive officerincentive-based compensation (whether cash or equity) received during the period of time specified in the policy by any current or former Section 16 officers which was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of Company financial statements filed withan accounting restatement. Under the SEC, if our Board of Directors determines that the executive engaged in intentional misconduct that caused or substantially caused the need for a substantial restatement of financial results and a lower payment would have been made to the executive based on the restated financial results. In each such instance,policy, we will, subject to the extent practicable,limited exceptions, seek to recover from the individual executiveSection 16 officer the amount by which the individual executive’sofficer’s incentive paymentscompensation for the relevant period exceeded the lower payment that would have been made based on the restated financial results. The policy applies regardless of any fault or misconduct.
Elements of the Executive Compensation Program
We have three primary elements of our executive compensation program: annual compensation consisting of base salary, annual performance-based cash incentive bonuses and long-term equity incentive awards. Their significantat-risk, performance-based compensation, coupled with their significant ownership of the Company’s equity, aligns each NEO’s interests with the interests of our stockholders. In 2017, approximately 86% of our Chief Executive Officer’s total compensation paid was performance-based and not guaranteed.
38 | Air Lease Corporation | 2018 Proxy Statement
Annual Compensation
Annual compensation is delivered in cash (or for Mr. Udvar-Házy, a combination of cash and RSUs) with a substantial variable portion at risk and contingent on the successful accomplishment ofpre-established performance measures.
Base Salary.Salary
Base salary is the main “fixed” component of our executive compensation program, and it is aimed primarily at attracting and retaining the best possible executive talent. The relative levels of base salary for our NEOs are based on the particular responsibilities and expectations associated with each executive’s position. Another factor that we consider extremely important is the experience of each NEO in our industry.
None of our NEOs are guaranteed an annual salary increase. The salaries for Messrs. Plueger and Udvar-Házy have remained unchanged since 2016. For Mr. Udvar-Házy, his 2023 base salary was the only cash compensation he received in 2023, as his 2023 annual bonus was paid in RSUs that are subject to an additional two-year vesting requirement. The base salaries of our other NEOs are determined by the leadership development and compensation committee, with the input of Messrs. Plueger and Udvar-Házy and taking into consideration the objectives and philosophies of our overall executive compensation program, including market information.
48 | Air Lease Corporation | 2024 Proxy Statement
We review salaries annually and consider possible merit increases, increases in connection with promotions and changes in responsibilities and market competitive factors.
None of our NEOs are guaranteed an annual salary increase. The salaries for Messrs. Plueger andUdvar-Házy remained unchanged since 2016. The base salaries of Based on this review, the other NEOs are determined by the compensation committee, with the input of Messrs. Plueger and Udvar-Házy taking into consideration the objectives and philosophies of our overall executive compensation program, including market information.
The 20172023 base salary percentage changes for our NEO’s compared to 20162022 are as follows:
|
% Increase
| ||||||
Mr. Plueger, Chief Executive Officer and President | |||||||
Mr. Udvar-Házy,Executive Chairman | |||||||
Mr. Levy, Executive Vice President, | |||||||
Ms. Forsyte, Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | |||||||
Mr. Willis, Executive Vice President | |||||||
Annual Performance-Based Incentives
Annual performance-based incentives are earned under the terms of our Annual Cash Incentives. We payBonus Plan. All of our NEOs and other officers are eligible to participate in the Annual Cash Bonus Plan. These annual cashperformance-based bonuses are paid to drive the achievement of key business results for the year and to recognize individuals based on their contributions to those results.
Each year, the leadership development and compensation committee establishes performance guidelinesmetrics and objectives for bonus payments (“performance(the “performance measures”). TheseThe performance measures are developedset taking into account the Company’s applicable fiscal year business plan, which is developed with consideration of anticipated capital expenditures, sales, aircraft transitions, and itsinterest rates, as well as general economic conditions affecting our industry, and our long-term strategy. TheseThe performance measures also take into accountconsideration expectations regarding the probability of achieving certain performance goals and include “stretch” goals that are supported by the business plan. Performance measures are set at the beginning of the annual performance period.
For 2017, the The leadership development and compensation committee developedretains the followingdiscretion to reduce any NEO’s incentive award otherwise becoming payable on any basis it deems appropriate (such as its assessment of the Company’s performance or the NEO’s individual performance). For 2023, the leadership development and compensation committee used its discretion to reduce the total company performance factor for awards under the annual cash bonus plan from 188% to 147% as described in more detail below under 2023 Performance Measures Results.
The formula for determining annual performance-based bonuses at the end of the year is:
Target Award × Company Performance Factor for the Performance Period × Individual Performance Factor
2024 Proxy Statement | Air Lease Corporation | 49
2023 Performance Measures
In developing the 2023 performance measures, the leadership development and compensation committee selected performance measures that it considers to be important financial metrics that allow for the paymentevaluation of company success across the aircraft leasing landscape, as well as offering the ability to measure growth in our top-line performance and profitability on a year-over-year basis. For 2023, these annual incentive awards to our NEOs:performance measures included:
| Performance Measures | Component Weighting | Link to Strategy | ||||
Financial Metrics | ||||||
| Incentivizes top line growth | |||||
| Incentivizes profitable growth and efficient use of | |||||
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Strategic Objectives | ||||||
• Cumulative Placement of Aircraft through 2025 | 10% | Limits future placement risk and provides visibility to future cash flow | ||||
| 10% | Focuses our executives on | ||||
• Percentage of fleet comprised of newest generation aircraft | 10% | Incentives performance of initiatives tied to the Company’s long-term strategy | ||||
| (1) | As defined and reported in the Company’s financial statements as filed with the SEC. |
Key changes from the performance measures utilized in 2022 include:
2018 Proxy Statement | Air Lease Corporation | 39
The 2017Replaced our strategic objectives requiredtied to leadership development and succession and sustainability initiatives with a strategic objective tied to the percentage of our NEOs to:
modern technology, fuel efficient jet aircraft, which is one of the Company’s core business strategies, while simultaneously satisfying stockholder requests for the inclusion of sustainability-related metrics in the Company’s annual bonus plan.
For 2017 performance,2023, the leadership development and compensation committee measured our performance to these strategic goalsthe performance measures, using each strategic goal’sa rating scale based on expectations as follows:
0% - did not meet expectations
80% - mostly meets expectations
100% - meets expectations
120% - exceeds expectations
200% - significantly exceeds expectations
If the Company’s performance on a metric meets expectations, payout is at 100% and if the Company’s performance for that metric significantly exceeds expectations, payout is capped at 200%. Results
50 | Air Lease Corporation | 2024 Proxy Statement
between the points are interpolated on a linear basis. We believe our interpolation methodology aligns company performance and executive compensation for performance results between the minimum and target performance levels, and between the target and maximum outcome.performance levels.
2017 OperatingIn lieu of Mr. Udvar-Házy’s 2023 annual cash bonus, he was granted a stock bonus award in the form of RSUs on February 25, 2024, the date the amount of his 2023 annual bonus was authorized for release by the leadership development and compensation committee. These RSUs cliff vest on the second anniversary of the date of grant. The number of RSUs was equal to the dollar amount of his 2023 cash bonus divided by the closing price of our Class A Common Stock on the trading date closest to the date of grant. The amount of the bonus was determined under the bonus framework described above. We believe denominating our Executive Chairman’s annual bonus in stock instead of cash and requiring an extended vesting period before payment further aligns our Executive Chairman’s compensation with stockholders’ long-term interests.
Goal Setting for 2023 Performance Measures Comparedand 2022 Comparison
In developing the 2023 goals for the performance measures, the Company prepared a detailed financial plan for 2023 that incorporated fleet and orderbook specific assumptions regarding expected capital expenditures and aircraft sales. The Company then integrated those assumptions with the Company’s funding strategies against the backdrop of existing aircraft leasing conditions to 2016.create financial and strategic goals that were directly tied to the Company’s existing fleet and orderbook and the broader business objectives for 2023. The leadership development and compensation committee then reviewed and approved the performance metrics at its February meeting.
While our performance measures are generally set at levels that are higher than the performance levels achieved in the prior year, the leadership development and compensation committee will make adjustments if the composition of the Company’s leasing or sales expectations are expected to be different for the upcoming year such that the performance level in the prior year may not accurately reflect the difficulty of achieving the specified level of performance in the current year (for example, because of the impact of pandemic-related lease restructuring agreements, the loss of our Russian fleet, increases in prevailing interest rates, the timing and impact of capital expenditures and aircraft sales). In these cases, the leadership development and compensation committee may set performance measure goals at levels that are the same or lower than the performance results achieved in the prior year but at levels that, after taking into account the status of the Company’s fleet and lessees at the start of the performance period, the leadership development and compensation committee believes are comparatively as, or more, rigorous. This was the case with our 2023 pre-tax return on margin and aircraft utilization goals. We adjusted these goals as follows:
| • | Adjusted pre-tax margin. We lowered our 2023 adjusted pre-tax margin target below the 28.5% pre-tax margin achieved in 2022 to reflect the expectation of lower gains on aircraft sales for 2023, the impact of a meaningfully higher interest rate environment, the follow-on effects from the write-off of our Russia fleet, and the effects of lease restructurings during the pandemic. In our 2023 plan, we targeted selling $1.5 billion in aircraft during the year. Because this volume of aircraft sales was a significant increase from our typical aircraft sales activity, we expected lower gains on aircraft sales. In addition, in our 2023 plan, we anticipated raising $3.5 billion of debt to finance new aircraft purchases and refinance existing debt maturities. Relative to our composite cost of funds of 3.07% at December 31, 2022, we expected a significant increase in borrowing costs due to the impacts of tighter monetary policy and rapid inflation. As our second largest expense, higher interest costs, coupled with expected lower revenues from gains on sale, resulted in us forecasting a decline in our adjusted pre-tax margin below our actual 2022 results. Our financial performance in 2022 also benefited from the recognition of end-of-lease revenue and security deposit forfeitures from the terminated leases with our Russian customers. Since, we did not expect similar events in 2023, we did not account for this revenue in our 2023 plan which further lowered adjusted pre-tax margin. |
2024 Proxy Statement | Air Lease Corporation | 51
| • | Aircraft Utilization. We lowered our 2023 aircraft utilization target slightly below our actual 2022 aircraft utilization of 99.6% to reflect the impact of anticipated aircraft transitions, potential airline bankruptcies, as well as an uncertain recovery in international air traffic volumes. We were expecting a number of aircraft transitions in 2023 driven by upcoming lease expirations and potential early returns. Aircraft transitions can also lead to aircraft being off-lease and reduce our utilization while we find a new lessee. In addition, customers filing for bankruptcy can result in our aircraft being off-lease, which negatively impacts utilization. Finally, at the time goals for the 2023 annual bonus program were set in early 2023, international passenger traffic was still recovering from the impact of the pandemic, particularly China and other parts of Asia. Because our fleet contains a number of widebody aircraft types that are primarily used on international routes and it was unclear when international passenger traffic would return to pre-pandemic levels, the lower 2023 target reflected this uncertainty. |
2023 Performance Measures Results
In 2023, we delivered strong financial performance in the face of persistently higher interest rates. Based on the performance factors under the annual bonus program established at the beginning of 2023, the weighted earned payout based on our performance for 2023 (Company Performance Factor) was 188%. However, the leadership development and compensation committee exercised its discretion to reduce the Company Performance Factor to 147%, which reflects what the Company Performance Factor would have been if target adjusted pre-tax margin for 2023 had been set at actual 2022 results. While this adjustment was primarily made to reflect the difficulties in forecasting 2023 results at the time our 2023 performance metrics were set in early 2023 given uncertainties surrounding interest rates, the timing and impact of capital expenditures and aircraft sales, as well as the variability around end of lease income, the leadership development and compensation committee also continued its practiceconsidered stockholder feedback received after our 2023 annual meeting in making this adjustment. A summary of establishing more rigorous goals tied to increasingly ambitious operatingthe 2023 performance measures when appropriate. The table below showsas well as the 2017 goals at ‘Target’ and at ‘Maximum’ levels compared to 2016 performance goals.related 2023 results are as follows (dollars in millions):
Performance Measures
| 2017 Target
| 2016 Target
| Increase/ Decrease
|
% Increase/ Decrease
| ||||||
Overall Revenue | $1,507 | $1,387 | $120 | 8.7% | ||||||
Pre-Tax Operating Margin | 39.9% | 39.0% | 0.9% | 2.3% | ||||||
Pre-Tax Return on Equity | 16.8% | 17.0% | (0.2%) | (1.2%) | ||||||
Dollar Value of Aircraft Added to our Fleet
| $2,647
| $2,373
| $274
|
| 11.5%
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| ||||
| Average | 5.3% | |||||||||
| Performance Measure | 2023 Goals
| 2023 Result (Actual) | ||||||||||||||||||||||||||||||
| Did Not Meet | Mostly Meets | Meets | Exceeds | Significantly Exceeds | Component Weighting | Weighted Payout | ||||||||||||||||||||||||||
Financial Metrics | ||||||||||||||||||||||||||||||||
Total Revenue(1) | $2,283.0 | $2,383.0 | $2,433.0 | $2,483.0 | $2,583.0 | $2,685.0 | 35% | 70% | ||||||||||||||||||||||||
Adjusted pre-tax margin(1)(2)(3) | 14.1% | 16.3% | 18.0% | 19.7% | 21.4% | 27.3% | 35% | 70% | ||||||||||||||||||||||||
Strategic Goals |
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Cumulative aircraft placements through 2025 | 80% | 85% | 90% | 95% | 100% | 100% | 10% | 20% | ||||||||||||||||||||||||
Cumulative aircraft utilization(2) | 98.7% | 99.0% | 99.3% | 99.6% | 99.9% | 99.9% | 10% | 20% | ||||||||||||||||||||||||
Percentage of Fleet Comprised of Newest Generation Aircraft(4) | 73% | 74% | 75% | 76% | 77% | 74% | 10% | 8% | ||||||||||||||||||||||||
Total (Company Performance Factor) |
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| 188%(5) | |||||||||||||||||||||||||||
Reduced Total (Company Performance Factor) |
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| 147%(5) | |||||||||||||||||||||||||||
| (1) | Due to unpredictable and ongoing OEM delivery delays and the uncertainty around the timing and impact of aircraft sales, and because of the large influence capital expenditures for aircraft purchases and sales proceeds has on the Company’s overall revenue and adjusted pre-tax margin results in any given year, the leadership development and compensation committee established pre-set target total revenue and adjusted pre-tax margin levels based on varying capital expenditures for the year, with results interpolated on a linear basis between such |
Performance Measures
| 2017
| 2016 Maximum
| Increase/ Decrease
|
% Increase/ Decrease
| ||||||
Overall Revenue | $1,567 | $1,433 | $134 | 9.4% | ||||||
Pre-Tax Operating Margin | 43.1% | 41.4% | 1.7% | 4.1% | ||||||
Pre-Tax Return on Equity | 18.9% | 18.5% | 0.4% | 2.2% | ||||||
Dollar Value of Aircraft Added to our Fleet
| $2,772
| $2,523
| $249
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| 9.9%
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| Average | 6.4% | |||||||||
Revenue,52 | Air Lease Corporation | 2024 Proxy Statement
| levels. The target total revenue and adjusted pre-tax margin in the table reflect the applicable targets set for the corresponding amount of actual capital expenditures in 2023. |
| (2) | Adjusted pre-tax margin and cumulative aircraft utilization are as defined and reported in the Company’s financial statements as filed with the SEC. |
| (3) | The values shown for “2023 Goals” and “Weighted Payout” reflect the goals set by the leadership development and compensation committee at the start of 2023. The committee exercised its discretion to reduce the Company Performance Factor to reflect what the Company Performance Factor would have been if target adjusted pre-tax margin for 2023 had been set at actual 2022 results, as shown below: |
| Performance Measure | 2023 Goals | |||||||||||||||||||||||||||
| Did Not Meet | Mostly Meets | Meets | Exceeds | Significantly Exceeds | Component Weighting | Weighted Payout | ||||||||||||||||||||||
Adjusted pre-tax margin(1)(2) | 25.3% | 27.0% | 28.5% | 29.9% | 31.3% | 35% | 29% | |||||||||||||||||||||
| (4) | Newest generation aircraft defined as net book value of aircraft currently in production including the A220 family, A320N family, A330N, A350-900/1000, B737 MAX family and B787 family. |
| (5) | The leadership development and compensation committee exercised its discretion to reduce the Company Performance Factor from 188% to 147%, which reflects what the Company Performance Factor would have been if target adjusted pre-tax margin for 2023 had been set at actual 2022 results. |
Our revenue performance in 2023 significantly exceeded our 2023 goal. This was primarily driven by the continued growth of our fleet, record sales proceeds in 2023, as well as higher than average end of lease revenue.
Our adjusted pre-tax operating margin significantly exceeded the 2023 goal set by the leadership development andpre-tax return on equity are metrics that can be used compensation committee primarily due to measure growththe increase in our top line performancerevenue from the continued growth of our fleet, record sales proceeds in 2023 and profitability on a year-over-year basis. 2017 targetpre-tax return on equity was slightlyhigher than average end of lease revenue, as well as lower than 2016 targetpre-tax return on equity becauseexpected interest expense.
Aircraft placements significantly exceeded our plan forecasted fewer2023 goal due to a strong demand environment for aircraft, sales.with ongoing pandemic recovery leading airlines to accelerate fleet planning decisions to ensure adequate capacity to meet future demand. Additionally, OEM supply chain issues continued to limit aircraft production rates further increasing interest for our orderbook of next-generation, fuel efficient aircraft.
Measuring Performance atSimilarly, our aircraft utilization significantly exceeded expectations in 2023. This outperformance was largely driven by the Endstrong demand environment for aircraft, including lease extensions that significantly reduced our anticipated aircraft transitions for the year, and we believe this result reflects the skills of our marketing team, our deep customer relationships, the quality of our assets.
Finally, for our 2023 annual bonus program, our leadership development and compensation committee added a new sustainability metric to our strategic performance objectives related to the percentage of our fleet comprised of the Year—newest generation aircraft. We mostly met our target goal for 2023 by balancing incoming aircraft deliveries with aircraft sales within our fleet.
2023 Individual Opportunities.Opportunities and Performance Results
Each NEO had the opportunity to earn his or her target award (a percentage of base salary) based on Company performance, as modified by an individual performance factor (determined by the leadership development and compensation committee for 20172023 to be between 0% and 120%), based on the achievement relative to individual performance goals. In the case of our Executive Chairman and our Chief Executive Officer, in no event can the award be in excess of 200% of target.target for any of our NEOs. We believe this individual performance modifier—which includes 100% downside leverage and only 20% upside leverage—provides the leadership development and compensation committee with the ability to adjust each individual NEO’s bonus opportunity to reflect the individual’s performance during the year.
40 | Air Lease Corporation | 2018 Proxy Statement
Measuring Performance at the End of the Year. Below is the formula for determining annual performance based cash bonuses:
Target Award × Company Performance Factor × Individual Performance Factor
2017 Performance Results. The weighted earned payout based on company performance for 2017 (Company Performance Factor) was 118%. A summary of these performance measures as well as the related fiscal 2017 results are as follows (dollars in millions):
| 2017 | Fiscal 2017 | |||||||||||||||
| Performance Measure | Result | Interpolated | Component | Weighted | ||||||||||||
Minimum
| Target
| Maximum
| (Actual)
| Payout
| Weighting
| Payout
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Overall Revenues | $1,447 | $1,507 | $1,567 | $1,516 | 116% | 20% | 23% | |||||||||
Pre-tax Operating Margin | 36.7% | 39.9% | 43.1% | 40.2% | 110% | 20% | 22% | |||||||||
Pre-tax Return on Equity | 14.8% | 16.8% | 18.9% | 17.1%* | 111% | 20% | 22% | |||||||||
Dollar Value of Acquired Aircraft | $2,311 | $2,647 | $2,772 | $2,613 | 90% | 20% | 18% | |||||||||
Strategic Goals | - | - | - | 164% | 164% | 20% | 33% | |||||||||
Total (Company Performance Factor) | 118% | |||||||||||||||
The weighted earned payout of 118% reflects the Company’s strong performance in 2017. The key drivers of our 2017 performance were the following:
With respect to our strategic objectives, the compensation committee quantitatively, and as applicable, qualitatively, assesses the Company’s performance of its strategic objectives. Each quarter the Company reports to the compensation committee and the full Board of Directors on its progress with a full assessment by the compensation committee after year end. This year, the compensation committee measured our performance using each strategic goal’s minimum, target and maximum outcome. If all of the strategic goals are met, payout at target is 100% and payout at maximum is 200%. Results between the points are interpolated on a linear basis.
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Individual 2017 Performance. The compensation committee also consideredIn considering the individual performance of each of the NEOs. It considered,NEOs, the leadership development and compensation committee took into account, among other things, their individual contributions to our strong financial results in 2017, contributions to longer-term growth in 2018 and beyond and leadership within the Company, including their abilityresponse to motivate and leveragethe still challenging conditions in the aviation industry as a very small teamresult of professionals.Russia’s invasion of Ukraine.
The leadership development and compensation committee recognized our NEOs for the following contributions in 2023: Messrs. Plueger’s andUdvar-Házy’s individual contributions in leveraging industry relationshipsleading the Company to growcontinue growing our fleet, concluding opportunistic aircraft acquisitions andexpanding our sales buildingprogram (which represents the completion of our management business, developing strategic initiatives, achievinginvestment cycle on an aircraft) to realize record profitability and improving our stock price. The compensation committee recognized Mr. Chen’s contributions in executing on key leasing deals and cultivating an increasing number of relationships within Asia. The compensation committee also recognized Mr. Levy’s contributions to our increased leasing activitiesannual sales proceeds, as well as hisand maintaining strong relationships with the Company’s lessees; Mr. Levy’s management of our airframe and engine manufacturing agreements. The compensation committee recognizedagreements in the face of ongoing delivery delays; Ms. Forsyte’s contributions with respect to the Company’s ongoing insurance claims and litigation related to the Company’s former Russian fleet; and Mr. Willis’ executionfacilitating strategic financing transactions in the face of our financial plan, including facilitating highly successful financing transactions.persistently elevated interest rates.
2023 Annual Performance-Based Bonus Results
After evaluating the Company’s strong performance relative to the guidelines established at the beginning of 20172023 and taking into account individual contributions in 2017, our2023, the leadership development and compensation committee awarded Messrs. Chen, Levy and Willis, and Ms. Forsyte annual cash performance bonuses in the amounts set forth below and our compensationthe committee approved and recommended, and our independent Board of Directors approved, annual cash performance bonuses forMessrs. Udvar-Házy and Plueger in the amounts set forth below.
Name
| Target
| Corporate
| Individual
| Actual
| Target Bonus | Corporate Factor | Individual Factor | Actual Bonus | ||||||||||||||||||||||||
Mr. Plueger | $ | 1,500,000 | 118 | % | 100 | %* | $ | 1,770,000 | ||||||||||||||||||||||||
Mr. Udvar-Házy | $ | 2,160,000 | 118 | % | 100 | %* | $ | 2,548,800 | ||||||||||||||||||||||||
Mr. Chen | $ | 930,000 | 118 | % | 90 | % | $ | 987,660 | ||||||||||||||||||||||||
Mr. Plueger | ||||||||||||||||||||||||||||||||
Mr. Plueger | ||||||||||||||||||||||||||||||||
Mr. Plueger | ||||||||||||||||||||||||||||||||
Mr. Udvar-Házy(2) | ||||||||||||||||||||||||||||||||
Mr. Udvar-Házy(2) | ||||||||||||||||||||||||||||||||
Mr. Udvar-Házy(2) | ||||||||||||||||||||||||||||||||
Mr. Udvar-Házy(2) | $ | 2,160,000 | 147 | % | 100 | %(1) | $ | 3,175,200 | ||||||||||||||||||||||||
Mr. Levy | $ | 820,000 | 118 | % | 100 | % | $ | 967,600 | ||||||||||||||||||||||||
Mr. Levy | ||||||||||||||||||||||||||||||||
Mr. Levy | ||||||||||||||||||||||||||||||||
Mr. Levy | $ | 875,000 | 147 | % | 100 | % | $ | 1,286,250 | ||||||||||||||||||||||||
Ms. Forsyte | ||||||||||||||||||||||||||||||||
Ms. Forsyte | ||||||||||||||||||||||||||||||||
Ms. Forsyte | ||||||||||||||||||||||||||||||||
Ms. Forsyte | $ | 785,000 | 147 | % | 105 | % | $ | 1,211,648 | ||||||||||||||||||||||||
Mr. Willis | ||||||||||||||||||||||||||||||||
Mr. Willis | ||||||||||||||||||||||||||||||||
Mr. Willis | ||||||||||||||||||||||||||||||||
Mr. Willis | $ | 610,000 | 118 | % | 105 | % | $ | 755,790 | $ | 785,000 | 147 | % | 95 | % | $ | 1,096,253 | ||||||||||||||||
Except for any highly unusual circumstances, the leadership development and compensation committee and our Board of Directors deem that the Individual Factor assigned for our Chief Executive Officer and our Executive Chairman will be 100% so that their bonus is the Corporate Factor. The 2023 Corporate Factor was also reduced in the leadership development and compensation committee’s discretion from 188% achieved performance to 147%. |
Plans Applicable to our Annual Incentive Bonuses. For 2017, the 2013 Cash Bonus Plan provided for annual cash awards to our NEOs, other than our Executive Vice President and Chief Financial Officer, that recognize and reward the achievement of corporate performance goals and that were designed to qualify as performance-based compensation within the meaning of Section 162(m) of the Code. Incentive awards are payable under the plan only if the Company has positive income before taxes for the period, and this requirement was met for the 2017 performance period. The total bonus pool cannot exceed 5% of the Company’s total revenues, and in 2017 the bonus pool far exceeded actual payments. The annual cash bonus for the Executive Vice President and Chief Financial Officer for 2017 was determined in accordance with the Company’s other annual bonus plan pursuant to the bonus framework described above. In order to preserve the deductibility of a portion of annual cash awards to our NEOs under Section 162(m) after the enactment of the Tax Reform Act, a portion of their bonuses was approved in the 2017 calendar year.
| (2) | Our Executive Chairman’s 2023 annual bonus is structured so that in lieu of cash he was granted a stock bonus award in the form of restricted stock units (“RSUs”) on February 25, 2024, the date the dollar amount of his 2023 annual bonus was authorized for release by the leadership development and compensation committee. These RSUs cliff vest on the second anniversary of the date of grant. The number of RSUs was equal to $3,175,200 (the dollar amount of his 2023 cash bonus) divided by $39.97 (the closing price of our common stock on February 23, 2024, the last trading day before the grant date). We believe denominating our Executive Chairman’s annual bonus in stock instead of cash and requiring an extended vesting period before payment further aligns our Executive Chairman’s compensation with stockholders’ long-term interests. |
Long-Term Equity Incentive Awards
Philosophy of Awarding Performance-Based Equity Incentive Compensation. Consistent with our executive compensation objectives, the leadership development and compensation committee believes that an important aspect of attracting and retaining exceptionally talented executives and aligning their interests with those of our stockholders is to provide performance-basedlong-term equity incentive compensation.compensation comprised of both performance-based and time-based equity awards. In determining the value of
42 | Air Lease Corporation | 2018 Proxy Statement
annual performance-basedlong-term equity grants, the leadership development and compensation committee considers the executive’s total compensation, target cash, mix of long-term and short-term compensation, external market data and internal guidelines.
54 | Air Lease Corporation | 2024 Proxy Statement
On February 21, 2017,25, 2023, we made long-term performance-based equity incentive awards to all of our NEOs as part of our planned equity grant cycle. These long-term equity incentive awards were in the form of performance-based Book Value and TSR RSU awards and Time-based RSU awards. These awards were made under our 2014 Equity Incentive Plan. All RSUs awarded in 2023 are denominated in share units, each of which is equivalent to one share of our Class A Common Stock.
Our leadership development and compensation committee established an overall value for each executive officer and applied a mix of 50% Book Value RSUs that vest based on attainment of book value goals, and 50%25% TSR RSUs that vest based on attainment of total stockholder return goals.goals, and 25% Time-based RSUs that vest in three annual installments beginning on the first anniversary of the grant date. The weighting resulted in 75% of each executive officer’s 2023 annual award being comprised of performance-based Book Value RSUs and TSR RSUs.
The leadership development and compensation committee believes that a mix of mix both Book Value RSUs and TSR RSUs createcreates a balanced performance-based incentive because the RSUs provide executives with the incentive to steadily increase the book value of the Company over a three-year period while also seeking an overall increase in total stockholder return over a three-year period. These awards were made underIn 2023, the committee continued to more heavily weight Book Value RSUs relative to TSR RSUs because it believed that incentivizing the executives to grow our 2014 Equity Incentive Plan. All RSUs awardedlong-term book value per share in 2017 are denominated in share units, eacha capital-intensive business like ours will lead to value creation for stockholders and create a mix of which is equivalent to one share of Class A Common Stock, and are subject to performance conditions and time-vesting.incentives that we believe will drive long-term performance.
The chart below shows the February 21, 2017 long-term equity incentive awards to our NEOs in the form of Book Value RSUs and TSR RSUs, including the number of shares of Class A Common Stock underlying the 2023 long-term incentive awards at the time of grant:
Target /Maximum | Target /Maximum Number of TSR RSUs | Number of Time-based RSUs | |||||||||||||||
Mr. Plueger
| 60,651/121,302
| 30,325/60,650 | 30,325 | ||||||||||||||
Mr. Udvar-Házy
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| 42,941/85,882 | ||||||||||||||||
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Mr. Levy | 5,793/11,586 | 5,793 | |||||||||||||||
Ms. Forsyte | 10,357/20,714 | 5,178/10,356 | 5,178 | ||||||||||||||
Mr. Willis | 5,144/10,288 | 5,144 | |||||||||||||||
Book Value RSUs. Book Value RSUs comprised 50% of the 2023 annual award. Because the Company’s business of acquiring and leasing commercial aircraft is capital-intensive, the book value, which is the Company’s assets minus its liabilities, is an important measure of the Company’s value. The degree to which Book Value RSUs vest depends on performance over a three-year measurement period. The number of shares to be received at the end of the three-year performance period, which runs from January 1, 2023 through December 31, 2025, will depend on the growth of our book value per share from the actual book value per share on December 31, 2022 as set forth in the table below. Results between the points in the table will be interpolated on a linear basis.
| Required Book Value Growth | Per Share Book Value | Applicable Payout Percentage | ||||||
20.25% | $ | 62.85 | 200 | % | ||||
8.25% | $ | 56.58 | 100 | % | ||||
6.25% | $ | 55.54 | 0 | % | ||||
2024 Proxy Statement | Air Lease Corporation | 55
In considering the required book value growth for payouts, the leadership development and compensation committee considered the challenges facing our industry at the time goals were set in early 2023, including the Company’s net write-off of $771.5 million related to its former Russian fleet that was taken in 2022, as well as ongoing manufacturer delivery delays. Our book value growth can be significantly impacted by impairments or write downs of our aircraft and increases or decreases in aircraft sales.
TSR RSUs. TSR RSUs comprised 25% of the 2023 annual award. The degree to which TSR RSUs vest depends on performance over a three-year measurement period. The number of shares to be received at the end of the three-year performance period, which runs from January 1, 20172023 through December 31, 2019,2025, will depend on our ranking within the S&P MidCap 400 Index as set forth in the table below. Results between the points in the table will be interpolated on a linear basis.
Actual TSR Percentile Ranking | Applicable Payout | ||||||
85th or higher | % | ||||||
70th | % | ||||||
55th | % | ||||||
40th | % | ||||||
| % | ||||||
The Company’s TSR is the change in price of a share of Class A Common Stock plus accumulated dividends over a specifiedthree-year measurement period of time and is an indicator of management’s achievement of long-term growth in stockholder value. Comparing the Company’s TSR over a specified period of time to index companies’ returns over the same period of time is an objective external measure of the Company’s effectiveness in translating its results into stockholder returns. The compensation committee uses the TSR goals against the S&P MidCap 400 Index as the leadership development and compensation committee believes it represents a broad range of investment alternatives with similar market capitalization as our Company. The compensation committee also believes that tying a portion of our executive compensation to thestockholder returns measured against stockholder returns of similarly
2018 Proxy Statement | Air Lease Corporation | 43
capitalized companies emphasizes ourpay-for-performance philosophy. As previously discussed, we operate in a highly specialized industry with a finite number of other direct comparator companies, many of which are foreign, private or are subsidiaries of other companies. For this reason, traditional industry specificindustry-specific peer group benchmarking is challenging and would produce incomparable data.
Book Value RSUs.The 2017 Book ValueTime-Based RSUs generally. Time-based RSUs comprised 25% of the total 2023 annual award. Time-based rewards promote the retention of our talented management team, while still incentivizing a focus on long-term results because the ultimate value of the time-based RSUs is tied to our stock price. These awards vest in three equalannual installments over a three-year performance period, but only if the Company has met certain per share book value targets, as determined in accordance with GAAP, as of December 31, 2017, 201833% on February 25, 2024, 33% on February 25, 2025, and 2019. The compensation committee reset the beginning per share book value for the 2017 Book Value RSUs grants to the actual book value per share34% on December 31, 2016. The Company’s per share book value must steadily increase from December 31, 2016 for the shares to vest. The per share book value targets for the February 21, 2017 awards are $34.53 in the first year (2017), $36.26 in the second year (2018) and $38.07 in the third year (2019). The targets of $34.53 for 2017 and $36.26 for 2018 reflect an increase over the $32.46 target for 2017 and $34.08 target for 2018 established for our 2016 Book Value RSUs, and demonstrate the increased performance rigor attributable to resetting the beginning per share book value. If a specified target is not attained as of December 31 of the applicable year, the installment for such year will not vest and will expire as of such date.25, 2026.
Vesting of Performance Awards Previously Granted.The Company’s December 31, 20172023 per share book value was $39.83 andone-third$56.83, resulting in the vesting of each124% of the February 21, 2017, February 24, 2016 and February 24, 20152021 Book Value RSUs vested.RSUs. The underlying shares were released and issued in accordance with their terms on February 22, 2018.
On February 22, 2018, 88% of TSR RSUs that were granted on February 24, 2015 vested as the Company’s percentile ranking within the S&P MidCap 400 Index at the end ofDecember 31, 2023 total stockholder return over the three-year performance period on December 31, 2017 was 51%. Even though our relative1.3%, placing it in the 34th percentile of the companies included in the S&P 400 MidCap Index over the performance period, resulting in the vesting of 30% of the 2021 TSR performance was aboveRSUs. The graph below details the 50th percentile, our NEOs received a below-targetweighted
56 | Air Lease Corporation | 2024 Proxy Statement
average payout of theirour book value and TSR RSUs,RSU awards over the last four years, which we believe again demonstrates the performance-based nature of our TSR RSU design.
Long-Term Bonuses
Deferred Bonuses. Since our inception we have paid cash bonuses to our employees under our Amended and Restated Deferred Bonus Plan. Beginning in 2017, this plan is no longer applicable to our Chief Executive Officer and Executive Chairman, and as a result 100% of their long-term compensation opportunity for 2017 was awarded in the form of performance-based TSR RSUs and Book Value RSUs. Beginning in 2018, this plan is no longer applicable to our NEOs.
The purposerigor of the plan is to provide retention incentives that are time-vestinglong-term performance targets set by the leadership development and based on amounts already earned, thereby providing a balance against our incentives that are tied to uncertain, future performance. Under the plan, our employees have an opportunity to receive a cash bonus in an amount equal to a percentage of the aggregate amount of base salary and annual and other short-term cash bonus compensation paid with respect to a particular year. The deferred bonus will generally vest upon the second anniversary of the end of the year with respect to which the award was made, provided that the employee is still employed by us on a full-time basis on that date.
Since 2016, instead of a long-term cash bonus, we made long-term equity incentive awards to our executive officers consisting of time-vesting RSUs that cliff vest (100%). We determined the value of the time-vesting RSUs using the same criteria used to determine long-term cash bonuses.
In February 2017, the compensation committee made grants to our executive officers (other than our Chief Executive Officer and President and our Executive Chairman who were no longer eligible to participate in the plan) consisting of time-vesting RSUs that vest on December 31, 2018, if the executivecommittee:
44 | Air Lease Corporation | 2018 Proxy Statement
officer is still employed by the Company. We determined the value of the time-vesting RSUs using the same criteria used to determine long-term cash bonuses. The 2017 time-vesting RSU grants are set forth below:
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Other Compensation
Retirement Programs. We maintain a 401(k) savings plan for our employees and, under the terms of the plan, will make matching contributions in amounts equal to 116% of up to 6% of the contributions made by each of Messrs. Plueger,Udvar-Házy, Chen, Levy and equal to 75% of up to 6% of the contributions made by Mr. Willis.NEO.
Benefits and Perquisites. Our NEOs generally receive the same healthcare benefits as our other employees.employees during the term of their employment. We pay Mr. Plueger’s premiums for a $2.0 million term life insurance policy payable to his beneficiaries and we payMr. Udvar-Házy’s premiums for a $5.0 million term life insurance policy payable to his beneficiaries. In addition, we pay the premiums for Messrs. Plueger,Udvar-Házy, Chen, Levy and Willis and Ms. Forsyte under our group term life insurance program, in which all of our employees participate.
Personal Use of Company Aircraft. The Board of Directors has adopted a travel policy that requires the Chief Executive Officer and President and the Executive Chairman to use, to the maximum extent practicable, Company-owned aircraft for personal use as well as business travel. In 2017,Consistent with the methodology we have employed since 2014, we determine the incremental cost of Messrs. Plueger’s andUdvar-Házy’s personal use of Company aircraft by calculating the average variable operating cost per hour to us (which includes fuel, landing fees, customs and foreign permit fees, navigation fees, certain maintenance costs, catering, crew travel and other miscellaneous variable costs) and then multiply that result by the total hours flown for personal use and repositioning (if any). Because Company aircraft are used primarily for business travel, our methodology excludes fixed costs that do not change based on usage, such as pilot and crew salaries, aircraft purchase costs, and hangar storage costs. From time to time, Company executives and their family members and guests may accompany them on business travel on Company aircraft for which we incur no, or de minimis, incremental costs. In 2023, the incremental cost of personal use of Company aircraft by Messrs. Plueger, Udvar-Házy and Levy was approximately $116,316$200,853, $269,929 and $101,616,$9,564, respectively.
2024 Proxy Statement | Air Lease Corporation | 57
Executive Severance Plan
Under the Air Lease Corporation Executive Severance Plan, effective as of February 21, 2017, as amended May 3, 2017, Company employees who are senior vice presidents and above who are designated by the leadership development and compensation committee (or persons appointed by the compensation committee) and who are not party to an individual severance agreement (“Covered Employees”) would generally be entitled to receive severance benefits under the Executive Severance Plan. The compensation committee initiallyhas designated 11our current executive officers of the Company excluding theand senior vice presidents as participants. Our Executive Chairman of the Board of Directors and the Chief Executive Officer and President of the Company whoare not participants because they are each are a party to individual severance agreements. The severance benefits are generally conditioned upon execution of a release of claims and continued compliance withnon-competition, confidentiality andnon-solicitation provisions as set forth in the Executive Severance Plan.
20182024 Executive Compensation Program
The same key elements of our executive compensation program are applicable in 2018. As described above, in determining 20182024 target compensation, the leadership development and compensation committee considered, among other things, data from the S&P MidCap 400 Index and the 2024 Custom Benchmark Group and, to facilitate the transition to the new benchmark, the Diversified Financial Services Benchmark Group, and then compared the proposed 20182024 compensation to 20172023 target compensation for each NEO. Specifically, the committee analyzed base salary, actual bonus paid, long-term incentive and total compensation. The leadership development and compensation committee also reviewed the mix of pay and compared that to the 2024 Custom Benchmark Group and S&P MidCap 400 Index. Consideration of this analysis was critical to the committee’s decision to change the design of the 2024 executive compensation program.
Annual Compensation
Base Salary. We review salaries annually and consider possible merit increases, increases in connection with promotions and changes in responsibilities and market competitive factors. Based on this review, the 2024 base salary percentage changes for our NEO’s compared to 2023 are as follows:
| NEO | 2024 Base Salary | % Increase compared to 2023 | ||||||
Mr. Plueger, Chief Executive Officer and President | $ | 1,000,000 | 0.00 | % | ||||
Mr. Udvar-Házy, Executive Chairman | $ | 1,800,000 | 0.00 | % | ||||
Mr. Levy, Executive Vice President, Marketing and Commercial Affairs | $ | 890,000 | 1.71 | % | ||||
Ms. Forsyte, Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | $ | 835,000 | 6.37 | % | ||||
Mr. Willis, Executive Vice President and Chief Financial Officer | $ | 835,000 | 6.37 | % | ||||
2018 Proxy Statement | Air Lease Corporation | 45
Performance-Based Annual Compensation
Base Salary. The 2018 base salaries for Messrs. Plueger,Udvar-Házy, Chen and Levy did not change. The 2018 base salary for Mr. Willis increased from $610,000 to $630,000. In determining our NEO’s base salaries, the compensation committee took into account each NEO’s performance in 2017 and the market information described above.
Annual Cash Incentives. Subject to the achievement of key business results for 2018,2024, we plan to pay performance-based annual cash incentives for 20182024 to recognize individuals based on their contributions to those results. The leadership development and compensation committee developed the following 20182024 performance-based guidelines for the payment of annual incentive awards to our NEOs:
| Performance Measures | Component Weighting | |||
Financial Metrics |
| 80% | ||
| 40% | |||
• Adjusted Net Income Before Income Taxes (1) | 40% | |||
Strategic Objectives | 20% | |||
• Percentage of feet comprised of newest generation aircraft | 10% | |||
• Increase Irish Presence | 10% | |||
| (1) | As defined and reported in the Company’s financial statements as filed with the SEC. |
In comparison to 2017,
58 | Air Lease Corporation | 2024 Proxy Statement
For 2024, the leadership development and compensation committee modifiedincreased the 2018 performance measures by removingpre-tax operating margin and dollar value of aircraft added to our fleet. The compensation committee and management believe that focusing on two key metrics simplifies the program to effectively drive profitable growth in 2018. However, like 2017, 50%weighting of the financial metrics focus on top line performanceby 10% and reduced the remaining 50% focus on profitability. Theseweighting of the strategic objections by 10% so that these metrics also provide greater transparency to stockholders because these performance measures will be reported inalign with the Company’s SEC filedpre-pandemic split of financial statements.
Theand strategic goals. In addition, in response to stockholder feedback received after our 2023 annual stockholders meeting, the leadership development and compensation committee also made changesupdated the financial metrics in our annual bonus plan to replace adjusted pre-tax margin with adjusted net income before income taxes, as we believe this is a better barometer in evaluating the performance of the business on an absolute basis and better reflects the growth and profitability of the business. The leadership development and compensation committee also replaced the cumulative aircraft placements and aircraft utilization strategic metrics with a metric tied to the Company’s expanding operations in Ireland and the importance of these operations to the Company’s overall success.
Mr. Udvar-Házy’s 2024 annual cash incentive. Mr. Udvar-Házy’s 2018 annual cash incentive will continue to be paid in a stock bonus award in the form of RSUs that have a grant date value equal to the amount of his cash incentive earned in the applicable year,for 2024 performance, and will cliff vest two years from the date of grant, which will not occur until the amount of the annual bonus is determined in 2019.2025. As a result, Mr. Udvar-Házy’s annual cash incentive will not be paid in cash. We continue to believe denominating our Executive Chairman’s annual bonus in stock and effectively requiring a three-yearan extended vesting period before payment further aligns our Executive Chairman’s compensation with stockholders’ long-term interests.
Long-Term Equity Incentive Awards
We made long-term equity incentive awards to each of our NEOs (the “2018 Awards”)on February 25, 2024 under the 20142023 Equity Incentive Plan.Plan (the “2024 Awards”). These long-term equity incentive awards were in the form of Book Value, andRSUs, TSR RSU performance awards and time-based RSU awards.
The compensation committee continues to believe that a mix of Book Value RSUs and TSR RSUs creates a balanced performance-based incentive. However, in 2018 the compensation committee determined to increase the weighting of Book Value RSUs relative to TSR RSUs because it believes that incentivizing the executives to grow our long-term book value per share in a capital-intensive business like ours will lead to value creation for stockholders and create a mix of incentives that we believe will drive long-term performance.
The Book Value RSUs, which comprise 50% of the total 2018 Award, provide the executives the incentive to increase the book value of the Company; however, for 2018 the compensation committee decided to change the performance period and vesting of these Book Value RSUs from past years. The degree to which the 2018 Book Value RSUs will vest will depend on whether the Company, over a three-year performance period, meets the book value performance measure. The compensation committee, as it did with last year’s grant, reset the beginning per share book value for the 2018 Book Value RSUs grants toTime-based RSUs:
 | Book Value RSUs. These awards comprise 50% of the total 2024 Awards, provide our executives with the incentive to increase the book value of the Company, which is the Company’s assets minus its liabilities, and is an important measure of the Company’s value as a capital-intensive business (acquiring and leasing commercial aircraft). The degree to which the 2024 Book Value RSUs will vest will depend on whether the Company, over a three-year performance period, meets the book value performance measure. The leadership development and compensation committee reset the beginning per share book value for the 2024 Book Value RSUs grants to the actual book value per share on December 31, 2023, so that the Company’s per share book value must increase from December 31, 2023 to December 31, 2026 for the shares to vest at the end of the three-year performance period. In response to stockholder feedback received after our 2023 annual meeting, we almost doubled the required growth for target payout of the 2024 Book Value RSU awards. The 2024 Book Value RSUs cliff vest at the end of three years. TSR RSUs. These awards comprise 25% of the total 2024 Awards, provide an incentive for our executives during the same three-year performance period to seek an overall increase in total stockholder return relative to the S&P 400 MidCap Index. Time-based RSUs. These awards comprise 25% of the total 2024 Award, provide a retention incentive and vest in three annual installments of 33%, 33%, and 34% on February 25th in each of 2025, 2026, and 2027, respectively. | |
46
2024 Proxy Statement | Air Lease Corporation | 2018 Proxy Statement59
the actual book value per share on December 31, 2017, but made target book value growth harder to reach compared to previous grants. The Company’s per share book value must increase from December 31, 2017 to December 31, 2020 for the shares to vest at the end of the three-year performance period. Because the Company is a capital-intensive business (acquiring and leasing commercial aircraft), the book value, which is the Company’s assets minus its liabilities, is an important measure of the Company’s value.
The TSR RSUs, which comprise 25% of the total 2018 Award, provide an incentive for the executives during the same three-year performance period to seek an overall increase in TSR.
The Time-based RSUs, which comprise 25% of the total 2018 Award, provide a retention incentive and vest in three equal annual installments on February 20th in each of 2019, 2020 and 2021.
In determining the value of the 2018 Award to Mr. Plueger, the compensation committee considered Mr. Plueger’s overall compensation, including his annual base salary which remained the same as 2017 and their goal to increase the percentage of the Chief Executive Officer’s pay in the form of performance-based equity with multi-year vesting. As a result, the compensation committee increased the value of Mr. Plueger’s 2018 Award compared to his 2017 award. In determining the value of the 2018 Award toMr. Udvar-Házy, the compensation committee also increased the value of his award compared to his 2017 award.
The chart below shows the number of shares of Class A Common Stock underlying the 20182024 Awards at the time of grant:
| Neo | Target / Maximum Number of Book Value RSUs | ||||||||||||||
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Mr. Levy | 12,034/24,068
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Ms. Forsyte | 12,476/24,952
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Mr. Willis
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Tax and Accounting Considerations
Section 162(m) of the Internal Revenue Code (the “Code”) generally prohibits a publicly-held company from deducting compensation paid to a current or former NEO that exceeds $1.0 million during the tax year. However, certain amounts payable to executives pursuant to written binding contracts that were in effect on November 2, 2017, may qualify for an exception to the $1.0 million deductibility limit.
As one of the factors in its consideration of compensation matters, the leadership development and compensation committee notes this deductibility limitation. However, the compensation committee has the flexibility to take any compensation-related actions that it determines are in the best interests of the Company and our stockholders, including awarding compensation that may not be deductible for tax purposes. There can be no assurance that any compensation will in fact be deductible. Section 409A of the Code imposes an excise tax on the recipient of certainnon-qualified deferred compensation. The compensation committee attempts to structure all executive compensation to comply with, or be exempt from, Section 409A.
The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, which requires the Company to recognize compensation expense for share-based payments (including stock
2018 Proxy Statement | Air Lease Corporation | 47
options and other forms of equity compensation). FASB ASC Topic 718 is taken into account by the leadership development and compensation committee when determining equity basedequity-based compensation awards.
Management has prepared the Compensation Discussion and Analysis set forth above. The leadership development and compensation committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis with the Company’s management. Based on this review and discussion, the leadership development and compensation committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Leadership Development and Compensation Committee
Dr. Ronald D. Sugar, Chairman
Cheryl Gordon Krongard, Chair
Marshall O. Larsen
Susan McCaw
Robert A. Milton
The foregoing report of the leadership development and compensation committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by us (including any future filings) under the Securities Act or the Exchange Act, except to the extent we specifically incorporate such report by reference therein.
48
60 | Air Lease Corporation | 20182024 Proxy Statement
Summary Compensation Table
The following table summarizes compensation paid to or earned by our NEOs during the fiscal years ended December 31, 2017, 20162023, 2022 and 2015.2021.
Name and principal position
| Year
| Salary ($)
| Bonus
| Stock
| Non-Equity
| All other
| Total ($)
| ||||||||||||||||||||||||||||
John L. Plueger Chief Executive Officer and President
| 2017 | 1,000,000 | — | 5,145,622 | 1,770,000 | 160,950 | 8,076,572 | ||||||||||||||||||||||||||||
| 2016 | 1,250,000 | 541,500 | 3,279,398 | 2,610,000 | 104,167 | 7,785,065 | |||||||||||||||||||||||||||||
|
| 2015
|
|
| 1,500,000
|
|
| 380,700
|
|
| 3,093,352
|
|
| 1,950,000
|
|
| 88,890
|
|
| 7,012,942
|
| |||||||||||||||
Steven F.Udvar-Házy | 2017 | 1,800,000 | — | 3,267,474 | 2,548,800 | 308,392 | 7,924,666 | ||||||||||||||||||||||||||||
Executive Chairman | 2016 | 1,800,000 | 649,801 | 3,817,607 | 3,132,000 | 287,212 | 9,686,620 | ||||||||||||||||||||||||||||
|
| 2015
|
| 1,800,000 | 456,840 | 4,316,339 | 2,340,000 | 166,754 | 9,079,933 | |||||||||||||||||||||||||||
Jie Chen Executive Vice President & Managing Director, Asia
| 2017 | 928,667 | — | 1,369,522 | 987,660 | 37,528 | 3,323,377 | ||||||||||||||||||||||||||||
| 2016 | 920,833 | 259,003 | 1,060,523 | 1,604,280 | 37,195 | 3,881,834 | |||||||||||||||||||||||||||||
|
| 2015
|
|
| 914,167
|
|
| 246,881
|
|
| 1,229,799
|
|
| 1,248,975
|
|
| 31,261
|
|
| 3,671,083
|
| |||||||||||||||
Grant A. Levy | 2017 | 818,333 | — | 1,217,969 | 967,600 | 37,641 | 3,041,543 | ||||||||||||||||||||||||||||
Executive Vice President | 2016 | 808,875 | 196,439 | 922,439 | 1,409,400 | 37,296 | 3,374,449 | ||||||||||||||||||||||||||||
| 2015 | 802,417 | 185,626 | 945,556 | 1,096,436 | 31,261 | 3,061,296 | |||||||||||||||||||||||||||||
Gregory B. Willis | 2017 | 606,417 | — | 818,496 | 755,790 | 21,785 | 2,202,488 | ||||||||||||||||||||||||||||
| Executive Vice President and Chief Financial Officer | 2016 | 555,917 | 83,875 | 485,301 | 1,126,389 | 21,333 | 2,272,815 | ||||||||||||||||||||||||||||
| 2015 | 491,667 | 67,085 | 763,157 | 585,000 | 16,726 | 1,923,635 | |||||||||||||||||||||||||||||
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards* ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All other compensation ($)(3) | Total ($) | |||||||||||||||||||||
John L. Plueger Chief Executive Officer and President | 2023 | 1,000,000 | — | 5,560,668 | 2,205,000 | 310,028 | 9,075,696 | |||||||||||||||||||||
| 2022 | 1,000,000 | — | 5,390,906 | 1,950,000 | 201,200 | 8,542,106 | ||||||||||||||||||||||
|
| 2021
|
|
| 1,000,000
|
|
| —
|
|
| 5,143,812
|
|
| 2,835,000
|
|
| 170,181
|
|
| 9,148,993
|
| ||||||||
Steven F. Udvar-Házy Executive Chairman | 2023 | 1,800,000 | — | 7,112,147 | (4) | — | (4) | 485,604 | 9,397,751 | |||||||||||||||||||
| 2022 | 1,800,000 | — | 6,559,177 | (4) | — | (4) | 263,275 | 8,622,452 | ||||||||||||||||||||
|
| 2021
|
|
| 1,800,000
|
|
| —
|
|
| 7,593,600
| (4)
|
| —
| (4)
|
| 299,812
|
|
| 9,693,412
|
| ||||||||
Grant A. Levy Executive Vice President | 2023 | 870,833 | — | 1,062,249 | 1,286,250 | 62,117 | 3,281,449 | |||||||||||||||||||||
| 2022 | 845,000 | — | 1,085,433 | 1,127,100 | 48,089 | 3,105,622 | ||||||||||||||||||||||
|
| 2021
|
|
| 820,000
|
|
| —
|
|
| 935,949
|
|
| 1,549,800
|
|
| 44,960
|
|
| 3,350,709
|
| ||||||||
Carol H. Forsyte(5) Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | 2023 | 776,667 | — | 949,521 | 1,211,648 | 52,630 | 2,990,466 | |||||||||||||||||||||
| 2022 | — | — | — | — | — | — | ||||||||||||||||||||||
|
| 2021
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
| ||||||||
Gregory B. Willis Executive Vice President and Chief Financial Officer | 2023 | 776,667 | — | 943,201 | 1,096,253 | 39,578 | 2,855,699 | |||||||||||||||||||||
| 2022 | 729,167 | — | 935,620 | 936,390 | 36,634 | 2,637,811 | ||||||||||||||||||||||
|
| 2021
|
|
| 695,000
|
|
| —
|
|
| 1,131,360
|
|
| 1,323,000
|
|
| 34,227
|
|
| 3,183,587
|
| ||||||||
| * | Stock awards consist of RSUs relating to shares of our Class A Common Stock. |
| (1) | Stock Awards: |
| (2) | Non-Equity Incentive Plan |
| (3) | Premium |
401(k) Employer Matching Contributions:Contributions: In 2017,2023, we made matching contributions to a 401(k) savings plan that we maintain for our employees of $27,840$34,800 for each of Messrs. Plueger,Udvar-Házy, Chen, and Levy and $13,500Ms. Forsyte, and $26,100 for Mr. Willis, in accordance with our policy.
2024 Proxy Statement | Air Lease Corporation | 61
Personal Aircraft Usage:Usage: In 2017,2023, the incremental cost of the personal use of the Company aircraft for Mr.Messrs. Plueger, Udvar-Hazy and Levy was $116,316$200,853, $269,969 and forMr. $9,564, respectively (see disclosure of Messrs. Plueger, Udvar-Házy was $101,616 and as described aboveLevy’s personal use of company aircraft underCompensation Discussion and Analysis—Elements of the Executive Compensation Program—Personal Use of Company Aircraft).
| (4) | In lieu of Mr. Udvar-Házy’s annual cash bonus, he was granted a stock bonus award in the form of RSUs. These RSUs cliff vest on the second anniversary of the date of grant. For his 2023 annual cash bonus the number of RSUs was equal to $3,175,200 (the dollar amount of his 2023 cash bonus) divided by $39.97 (the closing price of our common stock on February 23, 2024, the last trading day before the grant date). The value of these RSUs is included in the “Stock Awards” column which also includes the grant date fair value of Mr. Udvar-Házy’s 2023 annual long-term incentive RSUs of $3,936,947. |
2018 Proxy Statement
| (5) | Ms. Forsyte became a NEO of the Company based on her compensation for the year ended December 31, 2023. In accordance with applicable SEC rules, only compensation information for the years in which she was a NEO is included in the table above. |
62 | Air Lease Corporation | 492024 Proxy Statement
Grants of Plan-Based Awards
The following table sets forth information concerning grants of plan-based awards made to our NEOs during the fiscal year ended December 31, 2017.2023.
| Estimated future payouts under Non-equity incentive plan awards | Estimated future payouts under Equity incentive plan awards | All Other Stock Awards # | Grant
|
|
| Estimated future payouts under Non-equity incentive plan awards | Estimated future payouts under Equity incentive plan awards | All Other
| Grant
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Grant date(s)(1) | Type of award | Target ($) | Maximum ($) | Threshold (#)(2) | Target (#) | Maximum (#)(3) | Grant
| Type of award
| Target
| Maximum
| Threshold
| Target
| Maximum
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Plueger | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Annual Bonus | 1,500,000 | 3,000,000 | — | — | — | — | — | Annual Bonus | 1,500,000 | 3,000,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | Book Value RSU | — | — | — | 55,913 | — | — | 2,243,230 | 2/25/2023 | Book Value RSU | — | — | 21,289 | 60,651 | 121,302 | — | 2,597,682 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | TSR RSU | — | — | 13,978 | 55,912 | 111,824 | — | 2,902,392 | 2/25/2023 | TSR RSU | — | — | 7,581 | 30,325 | 60,650 | — | 1,664,166 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2023 | Time Vesting RSU | — | — | — | — | — | 30,325 | 1,298,820 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Udvar-Házy | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Annual Bonus | 2,160,000 | 4,320,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | Book Value RSU | — | — | — | 35,505 | — | — | 1,424,461 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | TSR RSU | — | — | 8,876 | 35,504 | 71,008 | — | 1,843,013 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Chen | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Annual Bonus | 930,000 | 1,860,000 | — | — | — | — | — | Annual Bonus | — | — | — | 2,160,000 | (5) | 4,320,000 | (5) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | Book Value RSU | — | — | — | 12,581 | — | — | 504,750 | 2/25/2023 | Book Value RSU | — | — | 15,072 | 42,941 | 85,882 | — | 1,839,163 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | TSR RSU | — | — | 3,145 | 12,580 | 25,160 | — | 653,028 | 2/25/2023 | TSR RSU | — | — | 5,368 | 21,470 | 42,940 | — | 1,178,224 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/23/2017 | Time Vesting RSU | — | — | — | — | — | 5,392 | 211,744 | 2/25/2023 | Time Vesting RSU | — | — | — | — | — | 21,470 | 919,560 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Levy | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Annual Bonus | 820,000 | 1,640,000 | — | — | — | — | — | Annual Bonus | 875,000 | 1,750,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | Book Value RSU | — | — | — | 11,183 | — | — | 448,662 | 2/25/2023 | Book Value RSU | — | — | 4,067 | 11,586 | 23,172 | — | 496,228 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | TSR RSU | — | — | 2,796 | 11,182 | 22,364 | — | 580,458 | 2/25/2023 | TSR RSU | — | — | 1,448 | 5,793 | 11,586 | — | 317,907 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/23/2017 | Time Vesting RSU | — | — | — | — | — | 4,809 | 188,849 | 2/25/2023 | Time Vesting RSU | — | — | — | — | — | 5,793 | 248,114 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ms. Forsyte | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Annual Bonus | 785,000 | 1,570,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2023 | Book Value RSU | — | — | 3,635 | 10,357 | 20,174 | — | 443,590 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2023 | TSR RSU | — | — | 1,295 | 5,178 | 10,356 | — | 284,157 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2023 | Time Vesting RSU | — | — | — | — | — | 5,178 | 221,774 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Willis | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Annual Bonus | 610,000 | 1,220,000 | — | — | — | — | — | Annual Bonus | 785,000 | 1,570,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | Book Value RSU | — | — | — | 7,339 | — | — | 294,441 | 2/25/2023 | Book Value RSU | — | — | 3,611 | 10,287 | 20,574 | — | 440,592 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | TSR RSU | — | — | 1,835 | 7,338 | 14,676 | — | 380,916 | 2/25/2023 | TSR RSU | — | — | 1,286 | 5,144 | 10,288 | — | 282,291 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/23/2017 | Time Vesting RSU | — | — | — | — | — | 3,645 | 143,139 | 2/25/2023 | Time Vesting RSU | — | — | — | — | — | 5,144 | 220,318 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | Grant Date: The grant date for the RSU award is the effective date of grant approved by the leadership development and compensation committee of our Board of Directors. |
| (2) | Estimated future payouts under Equity incentive plan awards |
| (3) | Estimated future payouts under Equity incentive plan awards Maximum: |
2024 Proxy Statement | Air Lease Corporation | 63
| (4) | Grant date fair value of stock and option awards:The grant date fair value for each award is computed in accordance with GAAP. Assumptions used in the calculations of these amounts, which do not correspond to the actual value that may be realized by the NEOs, are included in Note |
| (5) | Grant date fair value of stock and option awards: In lieu of Mr. Udvar-Házy’s cash bonus, he was granted a stock bonus award in the form of RSUs that cliff vest on the second anniversary of the date of grant. The number of RSUs granted are equal to the dollar amount of Mr. Udvar-Házy’s 2023 cash bonus divided by the closing price of our Class A common stock on the date of grant. |
5064 | Air Lease Corporation | 20182024 Proxy Statement
Outstanding Equity Awards at FiscalYear-End
The following table sets forth information concerning option awards and stock awards for our NEOs outstanding as of the end of the fiscal year ended December 31, 2017.2023.
| Option awards* | Stock awards | Option awards | Stock awards* | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Grant date | Number of securities underlying unexercised options (#)(1) Exercisable | Option exercise price ($) | Option expiration date | Number of Units that have not vested | Value of Units that have not vested | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market value or payout value of unearned shares, units or other rights that have not vested ($)(2) | Grant date | Number of securities underlying unexercised options exercisable (#) | Option exercise price ($) | Option expiration date | Number (#) | Market value of Units that have not vested ($)(1) | Equity (#) | Equity ($)(1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Plueger | 6/4/2010 | 385,000 | 20.00 | 6/4/2020 | — | — | — | — | 2/25/2021 | — | — | — | — | — | 52,838(2) | 2,216,026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8/11/2010 | 10,806 | 20.00 | 8/11/2020 | — | — | — | — | 2/25/2021 | — | — | — | — | — | 7,989(3) | 335,059 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2015 | — | — | — | — | — | 11,205(3) | 538,848 | 2/25/2021 | — | — | — | 12,678(4) | 531,715 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2015 | — | — | — | — | — | 29,578(4) | 1,422,406 | 2/25/2022 | — | — | — | — | — | 55,581(5) | 2,331,067 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2016 | — | — | — | — | — | 28,398(5) | 1,365,660 | 2/25/2022 | — | — | — | — | — | 27,791(6) | 1,165,555 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2016 | — | — | — | — | — | 42,597(6) | 2,048,490 | 2/25/2022 | — | — | — | 18,620(7) | 780,923 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/1/2016 | — | — | — | 18,362(11) | 883,029 | — | — | 2/25/2023 | — | — | — | — | — | 60,651(8) | 2,543,703 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | — | — | — | — | — | 55,913(7) | 2,688,856 | 2/25/2023 | — | — | — | — | — | 30,325(9) | 1,271,831 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | — | — | — | — | — | 111,824(8) | 5,377,616 | 2/25/2023 | — | — | — | 30,325(10) | 1,271,831 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Udvar-Házy | 6/4/2010 | 1,735,000 | 20.00 | 6/4/2020 | — | — | — | — | 2/25/2021 | — | — | — | — | — | 36,069(2) | 1,512,734 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8/11/2010 | 1,352 | 20.00 | 8/11/2020 | — | — | — | — | 2/25/2021 | — | — | — | — | — | 5,453(3) | 228,699 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2015 | — | — | — | — | — | 15,634(3) | 751,839 | 2/25/2021 | — | — | — | 8,654(4) | 362,949 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2015 | — | — | — | — | — | 41,272(4) | 1,984,770 | 2/25/2022 | — | — | — | 90,700(11) | 3,803,958 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2016 | — | — | — | — | — | 39,626(5) | 1,905,630 | 2/25/2022 | — | — | — | — | — | 38,675(5) | 1,622,030 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2016 | — | — | — | — | — | 59,438(6) | 2,858,373 | 2/25/2022 | — | — | — | — | — | 19,338(6) | 811,036 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | — | — | — | — | — | 35,505(7) | 1,707,435 | 2/25/2022 | — | — | — | 12,957(7) | 543,417 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | — | — | — | — | — | 71,008(8) | 3,414,775 | 2/25/2023 | — | — | — | 65,562(12) | 2,749,670 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Chen | 8/11/2010 | 90,000 | 20.00 | 8/11/2020 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2023 | — | — | — | — | — | 42,941(8) | 1,800,946 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2023 | — | — | — | — | — | 21,470(9) | 900,452 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2023 | — | — | — | 21,470(10) | 900,452 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Levy | 2/25/2021 | — | — | — | — | — | 9,614(2) | 403,211 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4/25/2011 | 120,000 | 28.80 | 4/25/2021 | — | — | — | — | 2/25/2021 | — | — | — | — | — | 1,453(3) | 60,939 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2015 | — | — | — | — | — | 3,902(3) | 187,647 | 2/25/2021 | — | — | — | 2,307(4) | 96,756 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2015 | — | — | — | — | — | 10,299(4) | 495,279 | 2/25/2022 | — | — | — | — | — | 11,190(5) | 469,309 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/04/2015 | — | — | — | 1,334(9) | 64,152 | — | — | 2/25/2022 | — | — | — | — | — | 5,596(6) | 234,696 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2016 | — | — | — | — | — | 10,120(5) | 486,671 | 2/25/2022 | — | — | — | 3,750(7) | 157,275 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2016 | — | — | — | — | — | 15,180(6) | 730,006 | 2/25/2023 | — | — | — | — | — | 11,586(8) | 485,917 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | — | — | — | — | — | 12,581(7) | 605,020 | 2/25/2023 | — | — | — | — | — | 5,793(9) | 242,958 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | — | — | — | — | — | 25,160(8) | 1,209,944 | 2/25/2023 | — | — | — | 5,793(10) | 242,958 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ms. Forsyte | 2/25/2021 | — | — | — | — | — | 11,592(2) | 486,168 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/23/2017 | — | — | — | 5,392(10) | 259,301 | — | — | 2/25/2021 | — | — | — | — | — | 1,752(3) | 73,479 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Levy | 7/14/2010 | 108,000 | 20.00 | 7/14/2020 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2015 | — | — | — | — | — | 3,425(3) | 164,708 | 2/25/2021 | — | — | — | 2,782(4) | 116,677 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2015 | — | — | — | — | — | 9,041(4) | 434,782 | 2/25/2022 | — | — | — | — | — | 9,642(5) | 404,385 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2016 | — | — | — | — | — | 8,754(5) | 420,980 | 2/25/2022 | — | — | — | — | — | 4,822(6) | 202,235 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2016 | — | — | — | — | — | 13,130(6) | 631,422 | 2/25/2022 | — | — | — | 3,231(7) | 135,508 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | — | — | — | — | — | 11,183(7) | 537,790 | 2/25/2023 | — | — | — | — | — | 10,357(8) | 434,373 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | — | — | — | — | — | 22,364(8) | 1,075,485 | 2/25/2023 | — | — | — | — | — | 5,178(9) | 217,165 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/23/2017 | — | — | — | 4,809(10) | 231,265 | — | — | 2/25/2023 | — | — | — | 5,178(10) | 217,165 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Willis | 7/14/2010 | 15,000 | 20.00 | 7/14/2020 | — | — | — | — | 2/25/2021 | — | — | — | — | — | 11,621(2) | 487,385 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2015 | — | — | — | — | — | 1,659(3) | 79,781 | 2/25/2021 | — | — | — | — | — | 1,757(3) | 73,689 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2015 | — | — | — | — | — | 4,377(4) | 210,490 | 2/25/2021 | — | — | — | 2,789(4) | 116,971 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/04/2015 | — | — | — | 2,668(9) | 128,304 | — | — | 2/25/2022 | — | — | — | — | — | 9,647(5) | 404,595 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2016 | — | — | — | — | — | 4,654(5) | 223,811 | 2/25/2022 | — | — | — | — | — | 4,823(6) | 202,277 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/24/2016 | — | — | — | — | — | 6,980(6) | 335,668 | 2/25/2022 | — | — | — | 3,232(7) | 135,550 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | — | — | — | — | — | 7,339(7) | 352,933 | 2/25/2023 | — | — | — | — | — | 10,287(8) | 431,437 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/21/2017 | — | — | — | — | — | 14,676(8) | 705,769 | 2/25/2023 | — | — | — | — | — | 5,144(9) | 215,739 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/23/2017 | — | — | — | 3,645(10) | 175,288 | — | — | 2/25/2023 | — | — | — | 5,144(10) | 215,739 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| * | Shares underlying the |
20182024 Proxy Statement | Air Lease Corporation | 5165
The market value shown is based on the closing price of our Class A Common Stock as of December |
The Book Value RSUs granted to our NEOs on February |
The TSR RSUs granted to our NEOs on February |
| (4) | The Time Vesting RSUs granted to our NEOs on February 25, 2021, vest annually in three installments. The first installment of 33% vested on |
| (5) | The Book Value RSUs granted to our NEOs on February |
| (6) | The TSR RSUs granted to our NEOs on February |
| (7) | The Time Vesting RSUs granted to our NEOs on February 25, 2022, vest annually in three installments. The first installment of 33% vested on February 25, 2023, the second installment of 33% vested on February 25, 2024, and the third installment of 34% will vest on February 25, 2025. |
| (8) | The Book Value RSUs granted to our NEOs on February |
The TSR RSUs granted to our NEOs on February |
target.
| (10) | The Time Vesting RSUs granted to our NEOs on February |
66 | Air Lease Corporation | 2024 Proxy Statement
| (11) | The Time Vesting RSUs granted to Mr. |
| (12) | The Time Vesting RSUs granted to Mr. Udvar-Házy on February 25, 2023 in lieu of his cash bonus will cliff vest |
522024 Proxy Statement | Air Lease Corporation | 2018 Proxy Statement67
Option Exercises and Stock Vested
The following table sets forth information concerning options exercised and RSUs vested for our NEOs during the fiscal year ended December 31, 2017.2023.
Option awards
| Stock awards
| Option awards
| Stock awards
| |||||||||||||||||||||||||||||||||
| Name
| Number of
| Value
| Number of
| Value
| Number of
| Value
| Number of
| Value
| ||||||||||||||||||||||||||||
Mr. Plueger | 315,000 | 6,705,300 | 61,852 | 2,525,013 | — | — | 29,426 | 1,268,505 | ||||||||||||||||||||||||||||
Mr. Udvar-Házy | 2,500 | 53,225 | 84,178 | 3,420,974 | — | — | 39,302 | 1,689,738 | ||||||||||||||||||||||||||||
Mr. Chen | 80,000 | 1,570,200 | 26,368 | 1,091,697 | ||||||||||||||||||||||||||||||||
Mr. Levy | 40,000 | 720,000 | 22,004 | 914,045 | — | — | 5,717 | 246,540 | ||||||||||||||||||||||||||||
Ms. Forsyte | — | — | 6,026 | 259,881 | ||||||||||||||||||||||||||||||||
Mr. Willis | — | — | 13,227 | 545,025 | — | — | 6,256 | 269,962 | ||||||||||||||||||||||||||||
| (1) |
| Shares acquired were from awards made in |
Represents the product of the number of shares vested and the closing price of our Class A Common Stock on the New York Stock Exchange on the vesting date. |
Employment Agreements and Arrangements and Potential Payments upon Termination or Change in Control
Employment Agreements with the Company
Our Company does not have any employment agreements with its NEOs. However, the Company has entered into a dual employment assignment with each of Mr. Udvar-Házy, Executive Chairman, and Mr. Plueger, Chief Executive Officer and President, to formalize their activities with the Company’s Irish leasing platform. Pursuant to these dual assignments, Messrs. Udvar-Házy and Plueger continue in their role as an employee of the Company, but are also an employee of ALC Aircraft Limited, a wholly-owned subsidiary of the Company, (“ALC Ireland”), as an Executive Officer of Marketing. In connection with Messrs. Udvar-Házy’s and Plueger’s assignment in Ireland, ALC Ireland has entered into an employment agreement with each of Messrs. Udvar-Házy and Plueger, effective March 1, 2023, describing their respective employment with ALC Ireland (the “Ireland Employment Agreements”). The severance and termination benefits for Messrs. Udvar-Házy and Plueger did not increase as a result of the entry into the Ireland Employment Agreements, as the Ireland Employment Agreements are intended to allocate payment obligations for Messrs. Udvar-Házy’s and Plueger’s base salary compensation between the Company and ALC Ireland based on the time they are expected to devote to matters at ALC Ireland.
68 | Air Lease Corporation | 2024 Proxy Statement
Ireland Employment Agreements and Other Employment Arrangements with Messrs. Udvar-Házy and Plueger
Ireland Employment Agreements. Mr. Udvar-Házy’s Ireland Employment Agreement provides that ALC Ireland will pay Mr. Udvar-Házy a gross salary of €875,000 per annum (subject to tax and other deductions required by law or provided for under Mr. Udvar-Házy’s Ireland Employment Agreement), which represents approximately 50% of Mr. Udvar-Házy’s total annual base salary of $1,800,000 approved by the Company’s leadership development and compensation committee (the “Udvar-Házy Annual Salary”). As a result of the dual employment assignment and pursuant to the Udvar-Házy Letter Agreement described below, the Company will be responsible for payment of the remaining 50% of the Udvar-Házy Annual Salary. Mr. Udvar-Házy is expected to devote 50% of his working time to his duties as Executive Officer of Marketing for ALC Ireland in accordance with the terms of his Ireland Employment Agreement. Mr. Plueger’s Ireland Employment Agreement provides that ALC Ireland will pay Mr. Plueger a gross salary of €292,000 per annum (subject to tax and other deductions required by law or provided for under Mr. Plueger’s Ireland Employment Agreement), which represents approximately 30% of Mr. Plueger’s total annual base salary of $1,000,000 approved by the Company’s leadership development and compensation committee (the “Plueger Annual Salary”). As a result of the dual employment assignment and pursuant to the Plueger Letter Agreement described below, the Company will be responsible for payment of the remaining 70% of the Plueger Annual Salary. Mr. Plueger is expected to devote 30% of his working time to his duties as Executive Officer of Marketing for ALC Ireland in accordance with the terms of his Ireland Employment Agreement.
The Ireland Employment Agreements are for a fixed term, beginning on March 1, 2023 and automatically ending on March 1, 2028. During the course of the fixed term, each Ireland Employment Agreement may be terminated by (i) either party upon providing written notice as set out in the Minimum Notice and Terms of Employment Act of 1973 (as may be amended from time to time), which currently is between one week for less than two weeks of service with ALC Ireland and eight weeks for 15 years or more of service, or (ii) ALC Ireland, in its sole discretion, without notice if it provides payment of one year’s salary to Mr. Udvar-Házy or Mr. Plueger under the applicable Ireland Employment Agreement. Additionally, under each Ireland Employment Agreement, ALC Ireland may terminate Mr. Udvar-Házy’s or Mr. Plueger’s employment with immediate effect at any time without notice or payment in lieu of notice if Mr. Udvar-Házy or Mr. Plueger, as applicable (i) is found guilty of gross misconduct or (ii) in other circumstances which justify summary dismissal. If Mr. Udvar-Házy or Mr. Plueger’s employment by the Company is terminated, such executive officer’s employment by ALC Ireland under the applicable Ireland Employment Agreement shall immediately cease, subject to any applicable termination payments described above.
The Company has also entered into letter agreements, each effective as of February 14, 2023, with each of Mr. Udvar-Házy (the “Udvar-Házy Letter Agreement”) and Mr. Plueger (the “Plueger Letter Agreement,” and together with the Udvar-Házy Letter Agreement, the “Letter Agreements”) which confirm the terms of Mr. Udvar-Házy’s and Mr. Plueger’s compensation and other benefits with the Company while they provide services concurrently to ALC Ireland, including that (i) the Company will pay the remainder of the Udvar-Házy Annual Salary and Plueger Annual Salary; (ii) Mr. Udvar-Házy and Mr. Plueger are eligible to participate in the Company’s annual performance-based incentive bonuses and long-term equity incentive awards; (iii) Mr. Udvar-Házy and Mr. Plueger are eligible for the Company’s other benefits and retirement program; and (iv) Mr. Udvar-Házy and Mr. Plueger is each eligible to receive payments under his respective Severance Agreement with the Company, and such payments will be calculated based on his total compensation from the Company and ALC Ireland, subject to the conditions of the applicable Letter Agreement. The Letter Agreements also provide that the Company will (i) assist Mr. Udvar-Házy and Mr. Plueger in assessing tax obligations under Ireland and U.S. federal and state tax laws at the Company’s expense and (ii) provide tax equalization, including gross-ups, to help defray additional tax
2024 Proxy Statement | Air Lease Corporation | 69
liabilities associated with their employment in Ireland, if Mr. Udvar-Házy or Mr. Plueger’s employment by ALC Ireland results in him incurring increased personal tax liabilities. The Letter Agreements also specify that termination of Mr. Udvar-Házy’s or Mr. Plueger’s employment under the Ireland Employment Agreement does not automatically terminate such Executive Officer’s employment with the Company. The termination of Mr. Udvar-Házy’s or Mr. Plueger’s employment with the Company will however automatically terminate such executive officer’s employment with ALC Ireland pursuant to the applicable Ireland Employment Agreement.
Other Employment Arrangements. In connection withMr. Udvar-Házy becoming our Executive Chairman and Mr. Plueger becoming our Chief Executive Officer and President, the Company entered into Severance Agreements with each of these officers, effective July 1, 2016. As described in the discussion and tables below,Messrs. Udvar-Házy’s and Plueger’s Severance Agreements and the Executive Severance Plan that became effective February 22, 2017, as amended May 3, 2017, provide for payments and other benefits to our NEOs if their employment with us is terminated under certain circumstances, including following a change in control. Certain of our employee benefits plans, including our Amended and Restated 20102014 Equity Incentive Plan, and our 20142023 Equity Incentive Plan and our NEOs’ award agreements under each of the plans, also provide for such benefits. Although an employee is entitled to severance benefits under any applicable Company agreement, an employee’s benefit under the Executive Severance Plan will be reduced by any other severance or termination payments received; currently the Executive Severance Plan provides the maximum severance or termination payments to be received.
2018 Proxy Statement | Air Lease Corporation | 53
Severance Agreements with our Chief Executive Officer and President and our Executive Chairman
Severance Agreement with each of Mr. Plueger and Mr. Udvar-Házy. The Severance Agreements between ourthe Company and each of Mr. Plueger andMr. Udvar-Házy were effective as of July 1, 2016, and terminate on the third anniversary of the effective date,with a three year term ending July 1, 2019, (the “Term”), subject to automatic additionalone-year extensions, unless terminated by either party with at least 90 days’ notice.notice (the “Term”). The terms of each of Mr. Plueger’s andMr. Udvar-Házy’s Severance Agreements are substantially the same and, except with respect to the equity award provisions described below, each of the Severance Agreements provide for severance benefits that are substantially similar to the severance benefits previously provided for in each of Messrs.Udvar-Házy’s and Plueger’s now-terminatedemployment agreements.
Termination Provisions under the Severance Agreements. The terms of each of Mr. Plueger’s andMr. Udvar-Házy’s Severance Agreements relating to termination of employment are described below:
(i)Termination without Cause or by the executive for Good Reason Other Than within 24 months of a Change in Control.
| (i) | Termination without Cause or by the executive for Good Reason Other Than within 24 months of a Change in Control. If the executive’s employment is terminated by us without Cause or by the executive for Good Reason (other than within 24 months of a change in control), as defined in his Severance Agreement and described below, he will be entitled to receive, subject in certain circumstances to delivering certain releases and/or agreements, the following: |
accrued but unpaid salary and benefits, expense reimbursement, and any earned but unpaid annual bonus with respect to the last calendar year completed during his employment;
a prorated annual bonus with respect to the calendar year in which such termination occurs based on actual Company performance;
salary continuation, continued health coverage, and continued payment by us of the premiums for his group term life insurance policy until the second anniversary of the date of such termination;
70 | Air Lease Corporation | 2024 Proxy Statement
| • | two times the average of the annual bonus payments received during the thirty-six-month period immediately prior to his date of termination, payable in substantially equal installments over the two-year period following the termination of his employment; and |
pro rata vesting based on actual Company performance for any then current performance periods for performance-based equity awards granted during the Term of the Severance Agreement.
(ii)Termination without Cause or by executive for Good Reason within 24 months of a Change in Control.
| (ii) | Termination without Cause or by executive for Good Reason within 24 months of a Change in Control. If the termination described above is within 24 months of a Change in Control, as defined under the 2014 Equity Incentive Plan and any successor plan (which includes the 2023 Equity Incentive Plan), subject in certain circumstances to delivering certain releases and/or agreements, he will be entitled to receive the following: |
accrued but unpaid salary and benefits, expense reimbursement, and any earned but unpaid annual bonus with respect to the last calendar year completed during his employment;
pro rata payout of the target annual bonus for the year in which the termination occurs;
a lump sum cash payment equal to three times the sum of his annual salary and target annual bonus;
a lump sum cash payment representing the costs of providing benefits under the group health plans in which he was participating at the time of termination of employment for a period of two years;
a lump sum cash payment of the premiums for his group term life insurance for a period of two years;
54 | Air Lease Corporation | 2018 Proxy Statement
| • | if any of the executive’s benefits are parachute payments, the executive will be entitled to (a) his benefits reduced so that no portion of such benefits is subject to excise tax or (b) his benefits without any such reduction, whichever is greater on an after-tax-basis. |
(iii)Termination due to disability or death. If the executive’s employment is terminated due to disability or death, he, his estate or his beneficiaries will be entitled to receive accrued but unpaid salary and benefits, expense reimbursement, and any earned but unpaid annual bonus with respect to the last calendar year completed during his employment. In addition, he will be entitled to receive the following:
| (iii) | Termination due to disability or death. If the executive’s employment is terminated due to disability or death, he, his estate or his beneficiaries will be entitled to receive accrued but unpaid salary and benefits, expense reimbursement, and any earned but unpaid annual bonus with respect to the last calendar year completed during his employment. In addition, he will be entitled to receive the following: |
a prorated annual bonus with respect to the calendar year in which such termination occurs; and
continued vesting based on actual Company performance for performance-based equity awards granted during the Term of the Severance Agreement.
(iv)Termination for Cause or by executive without Good Reason. If the executive’s employment is terminated for cause, or he terminates his employment without Good Reason, he will be entitled to receive accrued but unpaid salary and benefits, expense reimbursement, and any earned but unpaid annual bonus with respect to the last calendar year completed during his employment.
| (iv) | Termination for Cause or by executive without Good Reason. If the executive’s employment is terminated for cause, or he terminates his employment without Good Reason, he will be entitled to receive accrued but unpaid salary and benefits, expense reimbursement, and any earned but unpaid annual bonus with respect to the last calendar year completed during his employment. |
“Cause” is defined for the purposes of each Severance Agreement as (i) conviction of, or plea of guilty or nolo contendere to, a felony or a crime of moral turpitude; (ii) willful fraud, misappropriation, dishonesty or embezzlement, having a material adverse financial, economic or reputational effect on the Company; (iii) willful misconduct or gross or willful neglect in the performance of duties; or (iv) breach in any material
2024 Proxy Statement | Air Lease Corporation | 71
respect of the terms and provisions of the Severance Agreement. The Severance Agreement provides that in the event of termination of the executive’s employment pursuant to clauses (iii) or (iv), the Company shall provide the executive with a notice of termination not more than 30 days following the occurrence of such event (or if later, the Company’s actual knowledge of such event). The executive may not be terminated for “Cause” unless such termination is approved by a vote of the majority of the entire Board of Directors (or such other vote required pursuant to theby-laws of the Company) at a meeting duly called and held at which the executive has the right to be present and be heard.
“Good Reason” under each Severance Agreement includes (i) the material reduction of the executive’s authority, duties and responsibilities, or the assignment to him of duties materially inconsistent with his position or positions with our Company or the failure to report directly to the Board of Directors; (ii) a reduction in his then current annual salary; or (iii) the relocation of his office more than 35 miles from his then current office location. The executive must provide us with notice and a30-day cure period, and if cured, the event or condition at issue will not constitute “Good Reason”.
The executive will have no obligation to mitigate damages in the event of a termination of his employment, and no payments under his Severance Agreement will be subject to offset in the event that the executive does mitigate.
Equity Award Arrangements
Mr.Messrs. Plueger wasand Udvar-Házywere each granted a Promotional RSUTime-based RSUs in connection with his appointment as Chief Executive Officer2023 that vest annually in three installments of 33%, 33% and President which vests34%, respectively, on the third anniversary of the grant date provided however if Mr. Plueger’s employment is terminated without Cause or for Good Reason (as such terms are defined in the award agreement), or if his employment is terminated by reason of death or disability prior to vesting, the Promotional RSU will vest in full.
2018 Proxy Statement | Air Lease Corporation | 55
Messrs. Plueger and Udvar-Házywere each granted a Time-based RSU in the 2018 annual equity grant which vests in three equal annual installments on February 20th in each of 2019, 2020 and 2021;grant; provided however, if either of their employment is terminated prior to vesting (i) without Cause or for Good Reason (as such terms are defined in the award agreement) within twenty-four months of a Change in Control (as such term is defined in the award agreement) or if their employment is terminated by reason of death or Disability (as such term is defined in the award agreement), the RSURSUs will immediately vest in full or (ii) without Cause or for Good Reason outside of twenty-four months of a Change in Control prior to vesting, the RSURSUs will proratapro rata vest through the date of termination.
As previously discussed under Annual Cash Incentives—2018 Executive Compensation Program, Annually since February 2021, Mr. Udvar-Házy’s 2018 annual cash incentive will not be paidzy has been granted a stock bonus award in cash but will instead be paid in time-basedthe form of Time-based RSUs (“Bonus RSUs”) that havein lieu of his annual cash bonus. Each of these Bonus RSUs had a value on the grant date value equal to the dollar amount of his cash incentivebonus earned in the applicablerespective year. TheseMr. Udvar-Házy’s 2022 Bonus RSUs vested on February 25, 2024. Each of the 2023 and 2024 Bonus RSUs will cliff vest (100%) on the second anniversary of the date of grant, provided however, if Mr. Udvar-Házy’s employment is terminated prior to vesting (i)(a) without causeCause or for good reasonGood Reason within twenty-four months of a Change in Control, or (b) by reason of death or Disability or (c) by reason of retirement as approved by the leadership development and compensation committee, in writing, the RSURSUs will immediately vest in full or (ii) without causeCause or for good reasonGood Reason other than within twenty-four months of a Change in Control prior to vesting, the RSURSUs will proratapro rata vest through the date of termination. All capitalized terms are defined in the award agreement.
Executive Severance Plan
On February 21, 2017, theThe Board of Directors upon the recommendation of the compensation committee, approved and adopted the Air Lease Corporation Executive Severance Plan (“Severance Plan”), effective as of February 22,amended May 3, 2017. The Severance Plan replaces the Company’snon-binding severance guidelines concerning severance and other benefits for executives who are vice-presidents and above as described below. Under the Severance Plan, Company employees who are senior vice presidents and above, who are designated by the leadership development and compensation committee (or persons appointed by the compensation committee) and who are not party to an individual severance agreement (“Covered Employees”) would generally be entitled to receive severance benefits under the Severance Plan. The leadership development and compensation committee initiallyhas designated 11 officers of the Company (excluding theour executive and senior vice presidents as participants. The Chief Executive Officer and President and the
72 | Air Lease Corporation | 2024 Proxy Statement
Executive Chairman whoare not participants because they are each are a party to individual severance agreements).agreements. The severance benefits are generally conditioned upon execution of a release of claims and continued compliance withnon-competition, confidentiality andnon-solicitation provisions as set forth in the Severance Plan.
Termination without Cause by the Company Other Than within Twenty-Four Months of a Change in Control. If a Covered Employee’s employment is terminated by the Company without Cause, as defined in the Severance Plan, other than within twenty-four months of a Change in Control, as defined under the Company’s 2014 Equity Incentive Plan and any successor plan (which includes the 2023 Equity Incentive Plan), the Covered Employee will be entitled to receive the following:
accrued but unpaid salary and benefits, expense reimbursement, and any earned but unpaid annual bonus with respect to the last calendar year completed during his or her employment (“Accrued Benefits”);
a prorated annual bonus with respect to the calendar year in which such termination occurs based on actual performance;
immediate proratapro rata vesting of any outstanding deferred bonus awards granted under the Company’s Amended and Restated Deferred Bonus Plan (“Deferred Bonus Plan”);
56 | Air Lease Corporation | 2018 Proxy Statement
| • | an amount equal to the sum of the Covered Employee’s (x) annual salary in effect as of the date of termination and (y) the average of the annual bonus payments received during the thirty-six month period immediately prior to the Covered Employee’s date of termination, multiplied by a multiplier of 1x for executive vice presidents and by a multiplier of .5x for senior vice presidents, payable in substantially equal installments over one year from the date of termination for executive officers and six months from the date of termination for senior vice presidents; |
pro rata vesting based on actual Company performance for any then current performance periods for outstanding performance-based equity awards; and
pro rata vesting through date of termination for outstanding time-vestingtime-based equity awards.
Termination without Cause or by the Covered Employee for Good Reason within 24 months of a Change in Control. If a Covered Employee’s employment is terminated by the Company without Cause or is terminated by a Covered Employee for Good Reason, as defined in the Severance Plan, within 24 months of a Change in Control, the Covered Employee will be entitled to receive the following:
Accrued Benefits;
pro rata payout of the target annual bonus for the year in which the termination occurs;
full vesting of any outstanding deferred bonus awards granted under the Company’s Deferred Bonus Plan;
a lump sum cash payment in an amount equal to the sum of the Covered Employee’s (x) annual salary in effect as of the date of termination and (y) target annual bonus for the calendar year in which the termination occurs, multiplied by a multiplier of 2x for executive vice presidents and by a multiplier of 1x for senior vice presidents;
a lump sum cash payment in an amount equal to the COBRA costs of providing benefits under the group health plans in which the Covered Employee was participating at the time of termination of employment for two years for executive vice presidents and one year for senior vice presidents;
full vesting at target level of performance for outstanding performance-based equity awards for any open performance periods; and
full vesting for outstanding time-vestingtime-based equity awards.
2024 Proxy Statement | Air Lease Corporation | 73
Termination due to disability or death. If a Covered Employee’s employment is terminated due to disability or death, the Covered Employee or his or her estate or beneficiaries will be entitled to receive:
Accrued Benefits;
a prorated annual bonus with respect to the calendar year in which such termination occurs;
continued vesting based on actual Company performance for outstanding performance-based equity awards; and
full vesting for outstanding time-vestingtime-based equity awards.
If any of the Covered Employee’s benefits are parachute payments, the Covered Employee will be entitled to (a) his or her benefits reduced so that no portion of such benefits is subject to excise tax or (b) his or her benefits without any such reduction, whichever is greater on anafter-tax-basis.
The Board of Directors may amend, modify or terminate the Severance Plan at any time in its sole and exclusive discretion subject to certain limitations.
Potential Payments upon Termination or Change in Control
The following tables describe and quantify payments and benefits to which our NEOs would have been entitled under various employment termination andchange-in-control scenarios, assuming they occurred on December 31, 2017.2023. Certain of the amounts identified below are only estimates. Some amounts in the tables and footnotes have been rounded up to the nearest whole number.
Under the terms of the 2014 Equity Incentive Plan, under which all outstanding equity awards granted to our NEOs through the end of 2023 were made, a change in control generally means the first to occur of the following: (i) an acquisition by any person or group of beneficial ownership of 35% or more, on a fully diluted basis, of our outstanding shares of common stock or the combined voting power of our then outstanding voting securities entitled to vote generally in the election of directors, excluding any
2018 Proxy Statement | Air Lease Corporation | 57
acquisition by the Company or any affiliate, any acquisition directly from the Company, any acquisition by any employee benefit plan sponsored or maintained by the Company or any affiliate or any acquisition that complies with clauses (A), (B), and (C) of clause (iv); (ii) individuals who were members of our Board on the effective date, and directors whose election or nomination for election was approved by a vote of at leasttwo-thirds of such incumbent directors, cease to constitute at least a majority of our board; (iii) our complete dissolution or liquidation; or (iv) the consummation of a merger, consolidation, statutory share exchange, a sale or other disposition of all or substantially all of our assets or similar form of corporate transaction that requires the approval of our stockholders, unless immediately following any such transaction, (A) the majority of the total voting power of the surviving company (or parent corporation with voting power to elect a majority of the directors of the surviving company) is represented by our outstanding voting securities that were outstanding before the transaction and held by the holders thereof in substantially the same proportion as before the transaction, (B) no person or group becomes the beneficial owner, directly or indirectly, of 35% or more of the total voting power of the parent company or, absent a parent company, the surviving company, and (C) at leasttwo-thirds of the directors of the parent company (or surviving company) following such transaction were members of our board at the time of the board approval for such transaction.
Regardless of the termination scenario, each of our NEOs will receive earned but unpaid base salary through the date of termination of his or her employment.
74 | Air Lease Corporation | 2024 Proxy Statement
Post-employment and change in control payments—Mr. Plueger
| Executive payments and benefits upon termination | Voluntary termination without good reason/ involuntary termination for cause | Involuntary termination without cause/for good reason | Termination due to death or disability | Change in control without a termination of employment | Involuntary termination without cause/for good reason in connection with a change in control | Voluntary termination without good reason/ involuntary termination for cause | Involuntary termination without cause/for good reason | Termination due to death or disability | Change in control without a termination of employment | Involuntary termination without cause/for good reason in connection with a change in control | ||||||||||||||||||||||||||||||
| Compensation severance | $ — | $ 8,710,000 | (a) | $ 1,770,000 | (b) | $ — | $ 9,000,000 | (c) | $ | — | $ | 7,795,000 | (a) | $ | 2,205,000 | (b) | $ | — | $ | 9,000,000 | (c) | |||||||||||||||||||
Acceleration of vesting of equity awards | ||||||||||||||||||||||||||||||||||||||||
Time Vested RSUs | — | 883,029 | (d) | 883,029 | (e) | — | 883,029 | (f) | — | 1,343,334 | (d) | 2,584,469 | (e) | — | 2,584,469 | (e) | ||||||||||||||||||||||||
Performance Vested RSUs | — | 5,802,307 | (g) | 10,753,076 | (h) | — | 10,753,076 | (h) | — | 6,154,010 | (f) | 9,863,240 | (g) | — | 9,863,240 | (g) | ||||||||||||||||||||||||
| Benefits and perquisites | ||||||||||||||||||||||||||||||||||||||||
Term life insurance | — | 12,318 | (i) | — | — | 12,318 | (i) | — | 13,554 | (h) | — | — | 13,554 | (h) | ||||||||||||||||||||||||||
Benefits | — | 70,128 | (j) | — | — | 70,128 | (j) | — | 84,044 | (i) | — | — | 84,044 | (i) | ||||||||||||||||||||||||||
Total | $ — | $15,477,782 | $13,406,105 | $ — | $20,718,551 | $ | — | $ | 15,389,942 | $ | 14,652,709 | $ | — | $ | 21,545,307 | |||||||||||||||||||||||||
| (a) | Represents the aggregate of Mr. Plueger’s annual bonus for |
| (b) | Represents the amount of Mr. Plueger’s annual bonus for |
| (c) | Represents the aggregate of Mr. Plueger’s target annual bonus for |
| (d) | Represents |
| (e) | Represents full vesting for the |
granted in February 2021, February 2022, and February 2023.
58 | Air Lease Corporation | 2018 Proxy Statement
| | With respect to the Book Value RSUs granted in February |
| | With respect to the Book Value |
2024 Proxy Statement | Air Lease Corporation | 75
| 2023, assumes full vesting. |
| | Represents the premium payments on the group term life insurance policy for Mr. Plueger that the Company would continue to pay. The total amount payable under the group term life insurance policy for Mr. Plueger is |
| | Represents health, dental and vision insurance premiums that would be paid by the Company for continued coverage, based on rates as of December 31, |
Post-employment and change in controlpayments—Mr. Udvar-Házy
| Executive payments and benefits upon termination | Voluntary termination without good reason/ involuntary termination for cause | Involuntary termination without cause/for good reason | Termination due to death or disability | Change in control without a termination of employment | Involuntary termination without cause/for good reason in connection with a change in control | Voluntary termination without good reason/ involuntary termination for cause | Involuntary termination without cause/for good reason | Termination due to death or disability | Change in control without a termination of employment | Involuntary termination without cause/for good reason in connection with a change in control | ||||||||||||||||||||||||||||||
| Compensation severance | $ — | $12,076,800 | (a) | $ 2,548,800 | (b) | $ — | $14,040,000 | (c) | $ | — | $ | 11,944,800 | (a) | $ | 3,175,200 | (b) | $ | — | $ | 14,040,000 | (c) | |||||||||||||||||||
Acceleration of vesting of equity awards | ||||||||||||||||||||||||||||||||||||||||
Time Vested RSUs | — | — | — | — | — | — | 5,606,893 | (d) | 8,360,445 | (e) | — | 8,360,445 | (e) | |||||||||||||||||||||||||||
Performance Vested RSUs | — | 6,733,313 | (d) | 10,915,444 | (e) | — | 10,915,444 | (e) | — | 4,263,942 | (f) | 6,875,895 | (g) | — | 6,875,895 | (g) | ||||||||||||||||||||||||
| Benefits and perquisites | ||||||||||||||||||||||||||||||||||||||||
Term life insurance | — | 11,778 | (f) | — | — | 11,778 | (f) | — | 10,560 | (h) | — | — | 10,560 | (h) | ||||||||||||||||||||||||||
Benefits | — | 70,128 | (g) | — | — | 70,128 | (g) | — | 84,044 | (i) | — | — | 84,044 | (i) | ||||||||||||||||||||||||||
Total | $ — | $18,892,019 | $13,464,244 | $ — | $25,037,350 | $ | — | $ | 21,910,239 | $ | 18,411,540 | $ | — | $ | 29,370,944 | |||||||||||||||||||||||||
| (a) | Represents the aggregate ofMr. Udvar-Házy’s annual bonus for |
| (b) | Represents the amount ofMr. Udvar-Házy’s annual bonus for |
2018 Proxy Statement | Air Lease Corporation | 59
| (c) | Represents the aggregate ofMr. Udvar-Házy’s target annual bonus for |
| (d) | Represents pro-rata vesting for the time vested RSUs granted in February 2021, February 2022, February 2023 and the Bonus RSUs granted in 2022 and 2023. |
| (e) | Represents full vesting for the time vested RSUs granted in February 2021, February 2022, February 2023 and the Bonus RSUs granted in 2022 and 2023. This full vesting for the Bonus RSUs would also apply in the event of a retirement as approved by the leadership development and compensation committee. |
| (f) | With respect to the Book Value RSUs granted in February |
76 | Air Lease Corporation | 2024 Proxy Statement
| 2023, assumes pro-rata vesting. With respect to TSR RSUs granted in February |
| | With respect to the Book Value |
| | Represents the premium payments on the group term life insurance policy forMr. Udvar-Házy that the Company would continue to pay. The total amount payable under the group term life insurance policy forMr. Udvar-Házy is |
| | Represents health, dental and vision insurance premiums that would be paid by the Company for continued coverage, based on rates as of December 31, |
Post-employment and change in control payments—Mr. ChenLevy
| Executive payments and benefits upon termination | Voluntary termination with or without good reason/ involuntary termination for cause | Involuntary termination without cause | Termination due to death or disability | Change in control without a termination of employment | Involuntary termination without cause or for good reason within twenty-four months following a change in control | Voluntary termination good reason/ termination for cause | Involuntary termination without cause | Termination due to death or disability | Change in without a | Involuntary without following a change | |||||||||||||||||||||||||||||||||||
Compensation severance | $ — | $ 3,374,303 | (a) | $ 987,660 | (b) | $ — | $ 4,650,000 | (c) | $ | — | $ | 3,168,350 | (a) | $ | 1,286,250 | (b) | $ | — | $ | 4,375,000 | (c) | ||||||||||||||||||||||||
Acceleration of vesting of equity awards | |||||||||||||||||||||||||||||||||||||||||||||
Time Vested RSUs | — | 60,434 | (d) | 323,421 | (e) | — | 183,414 | (f) | — | 257,024 | (d) | 496,989 | (e) | — | 496,989 | (e) | |||||||||||||||||||||||||||||
Performance Vested RSUs | 1,816,256 | (g) | 3,109,589 | (h) | — | 3,109,589 | (h) | — | 1,176,445 | (f) | 1,897,030 | (g) | — | 1,897,030 | (g) | ||||||||||||||||||||||||||||||
Benefits and perquisites | — | ||||||||||||||||||||||||||||||||||||||||||||
Term life insurance | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Benefits | — | 35,064 | (i) | — | — | 70,128 | (j) | — | 59,213 | (h) | — | — | 118,427 | (i) | |||||||||||||||||||||||||||||||
Outplacement | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Total | $ — | $ 5,286,057 | $4,420,670 | $ — | $ 8,013,131 | $ | — | $ | 4,661,032 | $ | 3,680,269 | $ | — | $ | 6,887,446 | ||||||||||||||||||||||||||||||
| (a) | Represents the aggregate of Mr. |
| (b) | Represents the amount of Mr. |
60 | Air Lease Corporation | 2018 Proxy Statement
| (c) | Represents the aggregate of Mr. |
2024 Proxy Statement | Air Lease Corporation | 77
| (d) | Represents pro-rata vesting for the time vested RSUs granted in February 2021, February 2022, and February 2023. |
Represents |
| (f) |
| With respect to the Book Value RSUs granted in February |
With respect to the Book Value |
Represents health, dental and vision insurance premiums that would be paid by the Company for continued coverage for one year, based on rates as of December 31, |
Represents health, dental and vision insurance premiums that would be paid by the Company for continued coverage for two years, based on rates as of December 31, |
Post-employment and change in control payments—Mr. LevyMs. Forsyte
Executive payments and benefits upon termination | Voluntary termination good reason/ termination for cause | Involuntary termination without cause | Termination due to death or disability | Change in without a | Involuntary without | Voluntary termination with or without good reason/ involuntary termination for cause | Involuntary termination without cause | Termination due to death or disability | Change in control without a termination of employment | Involuntary termination without cause or for good reason within twenty-four months following a change in control | ||||||||||||||||||||||||||||||
| Compensation severance | $ — | $3,199,212 | (a) | $ 967,600 | (b) | $ — | $4,100,000 | (c) | $ | — | $ | 2,867,406 | (a) | $ | 1,211,648 | (b) | $ | — | $ | 3,925,000 | (c) | |||||||||||||||||||
Acceleration of vesting of equity awards | ||||||||||||||||||||||||||||||||||||||||
Time Vested RSUs | — | — | 231,265 | (d) | — | 106,395 | (e) | — | 255,269 | (d) | 469,351 | (e) | — | 469,351 | (e) | |||||||||||||||||||||||||
Performance Vested RSUs | — | 1,589,458 | (f) | 2,727,443 | (g) | — | 2,727,443 | (g) | 1,181,240 | (f) | 1,817,805 | (g) | — | 1,817,805 | (g) | |||||||||||||||||||||||||
| Benefits and perquisites | ||||||||||||||||||||||||||||||||||||||||
Term life insurance | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Benefits | — | 35,064 | (h) | — | — | 70,128 | (i) | — | 59,213 | (h) | — | — | 118,427 | (i) | ||||||||||||||||||||||||||
Outplacement | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Total | $ — | $4,823,734 | $3,926,308 | $ — | $7,003,966 | $ | — | $ | 4,363,128 | $ | 3,498,804 | $ | — | $ | 6,330,583 | |||||||||||||||||||||||||
2018 Proxy Statement | Air Lease Corporation | 61
| (a) | Represents the aggregate of |
78 | Air Lease Corporation | 2024 Proxy Statement
| (b) | Represents the amount of Ms. Forsyte’s annual bonus for 2023 based on actual company performance. |
Represents the |
Represents pro-rata vesting for the |
Represents full vesting for the time vested RSUs |
| (f) | With respect to the Book Value RSUs granted in February |
| (g) | With respect to the Book Value |
| (h) | Represents health, dental and vision insurance premiums that would be paid by the Company for continued coverage for one year, based on rates as of December 31, |
| (i) | Represents health, dental and vision insurance premiums that would be paid by the Company for continued coverage for two years, based on rates as of December 31, |
622024 Proxy Statement | Air Lease Corporation | 2018 Proxy Statement79
Post-employment and change in control payments—Mr. Willis
Executive payments and benefits upon termination | Voluntary termination with or without good reason/ involuntary termination for cause | Involuntary termination without cause | Termination due to death or disability | Change in control without a termination of employment | Involuntary without | Voluntary termination with or without good reason/ involuntary termination for cause | Involuntary termination without cause | Termination due to death or disability | Change in control without a termination of employment | Involuntary without following a change | ||||||||||||||||||||||||||||||
| Compensation severance | $ | — | $ | 2,150,003 | (a) | $ | 755,790 | (b) | $ | — | $ | 3,050,000 | (c) | $ | — | $ | 2,732,649 | (a) | $ | 1,096,253 | (b) | $ | — | $ | 3,925,000 | (c) | ||||||||||||||
Acceleration of vesting of equity awards | ||||||||||||||||||||||||||||||||||||||||
Acceleration of vesting of equity awards | ||||||||||||||||||||||||||||||||||||||||
Acceleration of vesting of equity awards | ||||||||||||||||||||||||||||||||||||||||
Acceleration of vesting of equity awards |
|
|
|
|
| |||||||||||||||||||||||||||||||||||
Time Vested RSUs | — | 120,869 | (d) | 303,528 | (e) | — | 208,883 | (f) | ||||||||||||||||||||||||||||||||
Time Vested RSUs | ||||||||||||||||||||||||||||||||||||||||
Time Vested RSUs | ||||||||||||||||||||||||||||||||||||||||
Time Vested RSUs | — | 255,171 | (d) | 468,260 | (e) | — | 468,260 | (e) | ||||||||||||||||||||||||||||||||
Performance Vested RSUs | 861,199 | (g) | 1,555,522 | (h) | — | 1,555,522 | (h) | |||||||||||||||||||||||||||||||||
Performance Vested RSUs | ||||||||||||||||||||||||||||||||||||||||
Performance Vested RSUs | ||||||||||||||||||||||||||||||||||||||||
Performance Vested RSUs |
| 1,181,380 | (f) | 1,815,121 | (g) | — | 1,815,121 | (g) | ||||||||||||||||||||||||||||||||
Benefits and perquisites | ||||||||||||||||||||||||||||||||||||||||
| Benefits and perquisites | ||||||||||||||||||||||||||||||||||||||||
| Benefits and perquisites | ||||||||||||||||||||||||||||||||||||||||
| Benefits and perquisites |
|
|
|
|
| |||||||||||||||||||||||||||||||||||
Term life insurance | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Term life insurance | ||||||||||||||||||||||||||||||||||||||||
Term life insurance | ||||||||||||||||||||||||||||||||||||||||
Term life insurance | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Benefits | — | 35,064 | (i) | — | — | 70,128 | (j) | |||||||||||||||||||||||||||||||||
Benefits | ||||||||||||||||||||||||||||||||||||||||
Benefits | ||||||||||||||||||||||||||||||||||||||||
Benefits | — | 59,213 | (h) | — | — | 118,427 | (i) | |||||||||||||||||||||||||||||||||
Outplacement | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Outplacement | ||||||||||||||||||||||||||||||||||||||||
Outplacement | ||||||||||||||||||||||||||||||||||||||||
Outplacement | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Total | $ | — | $ | 3,167,135 | $ | 2,614,840 | $ | — | $ | 4,884,533 | ||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||
Total | $ | — | $ | 4,228,413 | $ | 3,379,634 | $ | — | $ | 6,326,808 | ||||||||||||||||||||||||||||||
| (a) | Represents the aggregate of Mr. Willis’ annual bonus for |
| (b) | Represents the amount of Mr. Willis’ annual bonus for |
| (c) | Represents the aggregate of Mr. Willis’ target annual bonus for |
| (d) | Represents |
| (e) | Represents full vesting |
| (f) |
| With respect to the Book Value RSUs granted in February |
With respect to the Book Value |
80 | Air Lease Corporation | 2024 Proxy Statement
| vesting of |
2018 Proxy Statement | Air Lease Corporation | 63
| granted in February 2022 and February 2023, assumes full vesting. |
| | Represents health, dental and vision insurance premiums that would be paid by the Company for continued coverage for one year, based on rates as of December 31, |
| | Represents health, dental and vision insurance premiums that would be paid by the Company for continued coverage for two years, based on rates as of December 31, |
2024 Proxy Statement | Air Lease Corporation | 81
Year (a) | Summary Compensation Table Total for PEO ($)(1) (b) | Compensation Actually Paid to PEO ($)(2)(3) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) (e) | Value of Initial Fixed $100 Investment Based on: | Net Income/ (Loss) Available to Common Stockholders ($) (h) | Total Revenues ($) (i) | |||||||||
Total Shareholder Return ($) (f) | Peer Group Total Shareholder Return ($)(4)(5) (g) | |||||||||||||||
| 2023 | 9,075,696 | 12,045,399 | 4,631,341 | 5,540,994 | 95.42 | 113.49 | 572,921,739 | 2,684,976,931 | ||||||||
| 2022 | 8,542,106 | 3,063,639 | 4,529,509 | 2,868,293 | 85.65 | 105.55 | (138,723,569) | 2,317,301,726 | ||||||||
| 2021 | 9,148,993 | 7,043,334 | 4,854,198 | 3,539,016 | 96.70 | 128.48 | 408,158,602 | 2,088,388,782 | ||||||||
| 2020 | 5,993,815 | 2,710,009 | 3,104,420 | 2,424,094 | 95.66 | 95.56 | 500,888,698 | 2,015,438,999 | ||||||||
| (1) | For the fiscal years ended December 31, 2023, 2022, 2021 and 2020 our PEO and remaining NEOs were as follows: |
Year | PEO | Non-PEO NEOs | ||
| 2023 | Mr. Plueger | Messrs. Udvar-Hazy, Levy, and Willis, and Ms. Forsyte | ||
| 2022 | Mr. Plueger | Messrs. Udvar-Hazy, Levy, Willis, Korde and Chen | ||
| 2021 | Mr. Plueger | Messrs. Udvar-Hazy, Levy, Korde and Willis | ||
| 2020 | Mr. Plueger | Messrs. Udvar-Hazy, Levy, Willis and Chen | ||
| (2) | The amounts shown for compensation actually paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by ourNEOs . These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
| (3) | The table below reflects the adjustments used to calculate the compensation actually paid to our PEO and average compensation actually paid to our Non-PEO NEOs: |
PEO | Average Non-PEO NEOs | ||||||||||||||
Adjustments | 2023 | ||||||||||||||
| Deduction of Grant Date Fair Value of Option Awards and Stock Awards Granted in 2023 | $ | (5,560,668 | ) | $ | (2,516,780 | ) | |||||||||
| Addition of Fair Value at December 31, 2023 of Outstanding and Unvested Option Awards and Stock Awards Granted in 2023 | $ | 6,860,587 | $ | 2,784,143 | |||||||||||
| Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years* | $ | 1,519,052 | $ | 568,988 | |||||||||||
| Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During 2023 | $ | 150,732 | $ | 73,302 | |||||||||||
| Fair Value as of December 31, 2022 of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During 2023 | — | — | |||||||||||||
| Total 2023 Adjustments | $ | 2,969,703 | $ | 909,653 | |||||||||||
| (4) | Peer group total shareholder return for each year in the table is presented using the 2023 custom benchmark group disclosed in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023 as shown below. |
2023 Custom Benchmark Group |
Affiliated Managers Group, Inc., Artisan Partners Asset Management, Inc., Digital Bridge Group, Inc., Federal Realty Investment Trust, Federated Hermes, Inc., Franklin Resources, Inc., GATX Corporation, H&E Equipment Services, Inc., Healthpeak Properties, Inc., Herc Holdings Inc., Host Hotels & Resorts, Inc., Invesco Ltd., Janus Henderson Group plc, Kennedy-Wilson Holdings, Inc., Kilroy Realty Corporation, Triton International Limited, and W.P. Carey Inc. |
| (5) | Our 2023 custom benchmark group was updated to remove certain size outliers based on market capitalization and to maintain a balanced industry representation. The table below compares the Company’s total shareholder return with the total shareholder return of each of the 2022 custom benchmark group and 2023 custom benchmark group. |
Year | Company Total Shareholder Return ($) | 2023 Custom Benchmark Group Total Shareholder Return ($) | 2022 Custom Benchmark Group Total Shareholder Return ($) | ||||||||||||
2023 | 95.42 | 113.49 | 111.19 | ||||||||||||
2022 | 85.65 | 105.55 | 102.36 | ||||||||||||
2021 | 96.70 | 128.48 | 130.59 | ||||||||||||
2020 | 95.66 | 95.56 | 95.43 | ||||||||||||
Most Important Financial Performance Measures (1) |
| Total Revenues |
| Adjusted net income available to common stockholders (2) |
| Book value of our Class A Common Stock |
| (1) | The financial measures that we consider to be the most important measures to link compensation actually paid to our NEOs is evaluated on an ongoing basis and could change in future years. |
| (2) | As defined and reported in our financial statements as filed with the SEC. |
2023 CEO Pay Ratio
The 20172023 annual total compensation of the Company’s CEO was $8,076,572.$9,075,696. The 20172023 annual total compensation of the median employee (excluding the CEO) was $178,820.$317,390. The ratio between the two amounts is 45:29:1.
The Company believes that the ratio of pay included above is a reasonable estimate calculated in a manner consistent with applicable SEC rules.
To determine the pay ratio, we took the following steps:
We For 2023 we identified the median employee using our employee population consisting of 87163 full-time employees on December 31, 2017.2023, the last day of the last month in our fiscal year. We identified the median employee based on gross wages paid in 20172023 as reported on formW-2. We did not make any assumptions, adjustments or estimates with respect to gross wages paid in 2017. 2023.
As required by SEC rules, after identifying our median employee, we calculated annual total compensation for both our median employee and our CEO using the same methodology that we used to determine our NEOs’ annual compensation for the Summary Compensation Table.
This information is being provided for compliance purposes. Neither the leadership development and compensation committee nor management of the companyCompany used the pay ratio measure in making compensation decisions. Given the different methodologies that companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.
642024 Proxy Statement | Air Lease Corporation | 2018 Proxy Statement87
|
The audit committee has reviewed and discussed the Company’s audited financial statements with our management, and has discussed with our independent registered public accounting firm the matters required to be discussed by Rules on Auditing Standard No. 1301, Communications with Audit Committees and Related and Transitional Amendmentspursuant to applicable requirements of the Public Company Accounting Oversight Board, Standards,the SEC, and by the audit committee’s charter. The audit committee has received written disclosures and the letter from our independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm its independence.
Based on this review and these discussions, the audit committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report onForm 10-K for fiscal year 2017 for filing2023, which was filed with the Securities and Exchange Commission.SEC on February 15, 2024.
Audit Committee
Matthew J. Hart, ChairmanChair
Yvette Hollingsworth Clark
Robert A. Milton
Ian M. Saines
The foregoing report of the audit committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by us (including any future filings) under the Securities Act or the Exchange Act, except to the extent we specifically incorporate such report by reference therein.
Independent Auditor Fees and Services
KPMG LLP served as our independent registered public accounting firm in 20172023 and 2016.2022. Services provided by KPMG and related fees in each of those years were as follows:
2017
|
2016
|
2023
|
2022
| |||||||||||||
Audit Fees
| $
| 1,340,930
|
| $
| 1,521,550
|
| ||||||||||
Audit-Related Fees(1)
|
| 165,738
|
|
| 221,200
|
| ||||||||||
Tax Fees
|
| —
|
|
| —
|
| — | — | ||||||||
All Other Fees | — | — | — | — | ||||||||||||
|
|
| ||||||||||||||
Total Fees | $ | 1,506,668 | $ | 1,742,750 | $ | 1,744,100 | $ | 1,689,545 | ||||||||
|
|
| ||||||||||||||
| (1) | The nature of the services comprising these fees were assurance and related services related to the performance of the audit or review of the financial statements and not reported under “Audit Fees” above. |
2018 Proxy Statement88 | Air Lease Corporation | 652024 Proxy Statement
Auditor ServicesPre-Approval Policy
Our audit committee has approved and adopted an Audit andNon-Audit ServicesPre-Approval Policy which sets forth the procedures and conditions pursuant to which services to be performed by our independent registered public accounting firm are to bepre-approved. The policy provides that the audit committee will annually consider for approval, and approve as it deems appropriate and consistent with the policy and applicable law, a schedule listing proposed engagements and specified audit andnon-audit services expected to be provided by the independent registered public accounting firm commencing during the upcoming year. As stated in the policy, in determining whether topre-approve services, the audit committee may consider, among other factors: (1) whether the services are consistent with applicable rules on auditor independence; (2) whether the independent registered public accounting firm is best positioned to provide the services in an effective and efficient manner, taking into consideration its familiarity with our business, people, culture, accounting systems, risk profile and other factors; and (3) whether the services might enhance our ability to manage or control risk or improve audit quality. Under the policy, the audit committee may delegate preapproval authority to one or more of its members. The policy contemplates that our Chief Financial Officer, or his designee, will provide a quarterly report to the audit committee listing services performed by and fees paid to the independent registered public accounting firm during the current fiscal year and the previous quarter, including a reconciliation of the actual fees of the independent auditors compared to the budget for such services as approved by the audit committee.
The audit committee approved all audit and audit-related services provided by KPMG during 20172023 and 20162022 in accordance with this policy.
662024 Proxy Statement | Air Lease Corporation | 2018 Proxy Statement89
|
General Information about the Annual Meeting
When and where is the Annual Meeting being held?
The Annual Meeting will be held virtually via a live audio webcast on Wednesday,Friday, May 9, 20183, 2024 at 7:8:30 a.m., Pacific Time, at Century Plaza Towers, 2029 Century Park East, Concourse Level, Conference Room A, Los Angeles, California 90067.www.cesonlineservices.com/al24_vm. We believe that we have structured our virtual meeting to provide stockholders the same participation rights as if the meeting were held in person, including the ability to vote shares electronically at the meeting and ask questions in accordance with the rules of conduct for the meeting. We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully, equally and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location.
What is the purpose of this Proxy Statement?
The Board of Directors is providing you with this Proxy Statement to solicit your voting proxy for the Annual Meeting. It provides you with information on how to attend the virtual meeting and to help you decide how you want your shares to be voted at the Annual Meeting. This Proxy Statement and the Notice of Annual Meeting are first being made available to stockholders on or about March 30, 2018.21, 2024.
Why did I receive aone-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials in the mail?
WePursuant to SEC rules, we have elected to provide certain of our stockholders access to our proxy materials, including this Proxy Statement and our 20172023 Annual Report, on the internet as provided for in our Notice of Internet Availability of Proxy Materials (a(the “Notice”) instead of sending a full set of printed proxy materials. Brokers, banks and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice to beneficial owners. If you receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request it. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials. The Notice also instructs you on how you may vote over the internet, or by telephone or mail. If you receive a Notice by mail or electronically and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting suchprinted materials included in the Notice. If you properly request printed copies of our proxy materials, we intend to mail these items to you within three business days of your request. If you request printed materials, by mail, these printed proxy materials also include the voting instruction form for the Annual Meeting.
What is the quorum requirement for the Annual Meeting?
For stockholders to take action at the Annual Meeting, a majority of the shares of our Class A Common Stock entitled to vote at the Annual Meeting must be present or represented at the Annual Meeting. This is called a quorum. Your shares will be counted for purposes of determining whether a quorum is present if (a)(i) you are entitled to vote and you are present at the Annual Meeting or (b)(ii) you have properly voted by proxy online, by phone, or by submitting a proxy card or voting instruction form by mail. Abstentions and brokernon-votes are counted for this purpose.purposes of determining whether a quorum is present at the Annual Meeting.
Who may attend and vote at the Annual Meeting?
Stockholders of record of the 103,948,471111,366,501 shares of our Class A Common Stock issued and outstanding at the close of business on March 13, 2018,4, 2024, which is the “record date”record date for the Annual Meeting (the “Record Date”), are entitled to attend the Annual Meeting and to one vote for each share held on each matter voted upon at the
90 | Air Lease Corporation | 2024 Proxy Statement
Annual Meeting. In addition to stockholdersMeeting for each share held. Stockholders of record of our Class A Common Stock “beneficialand beneficial owners of shares held in street name”name as of the record dateRecord Date can attend and vote using the methods described below under “How“How do I cast my vote?pre-register to attend and vote at the Annual Meeting?” There is no cumulative voting. A list of stockholders of record will be available at www.cesonlineservices.com/al24_vm during the Annual Meeting for inspection by stockholders for any legally valid purpose related to the Annual Meeting.
What happens if I experience technical difficulties during the Annual Meeting?
2018 Proxy Statement | Air Lease Corporation | 67
If we experience technical difficulties at the Annual Meeting and are not able to resolve them within a reasonable amount of time, we will adjourn the Annual Meeting to a later date and will provide notice of the date and time of such adjourned meeting at the website listed above.
What is the difference between a “stockholder of record” and a “beneficial owner of shares held in street name”?
If your shares are registered directly in your name with our transfer agent, American Stock Transfer &Equiniti Trust Company, LLC, you are considered a “stockholder of record” of the shares with respect to those shares, and the proxy materials werewill be made available directly to you by the Company.
If your shares are held in an account at a brokerage firm, a bank or other similar organization or by another holder of record (a “custodian”), then you are considered the “beneficial owner” of the shares, and the shares are considered to be held in “street name”. As a beneficial owner, the proxy materials werewill be made available to you by the organization holding your shares and you have the right to instruct your broker, bank, trustee or nominee how to vote your shares. Your custodian is the stockholder of record for purposes of voting and is required to vote your shares on your behalf in accordance with your instructions.
How do I pre-register to attend the Annual Meeting?
Stockholders of Record: You may register to attend the Annual Meeting virtual webcast by visiting www.cesonlineservices.com/al24_vm and following the instructions or emailing proof of your ownership of our Class A Common Stock as of the Record Date to ALRegister@Proxy-Agent.com. Your proof of ownership may include a copy of your proxy card received from the Company or a statement showing your ownership of shares of our Class A Common Stock as of the Record Date. After registering, and upon verification of your ownership, you will receive a confirmation email prior to the Annual Meeting with instructions for accessing the virtual Annual Meeting. You must pre-register to attend the Annual Meeting no later than 8:30 a.m. Pacific Time on Thursday, May 2, 2024.
Beneficial Owners: If your shares of our Class A Common Stock are held in an account at a brokerage firm, a bank or other similar organization or by another holder of record as of the Record Date, you may register to attend the Annual Meeting by visiting www.cesonlineservices.com/al24_vm and following the instructions or emailing ALRegister@Proxy-Agent.com and attaching the evidence that you beneficially owned shares of our Class A Common Stock as of the Record Date. This may include a copy of the voting instruction form provided by your broker, bank, financial institution or other nominee or intermediary, an account statement, or a letter or legal proxy from such custodian. After registering, and upon verification of your ownership, you will receive a confirmation email prior to the Annual Meeting with instructions for accessing the virtual Annual Meeting. You must pre-register to attend the Annual Meeting no later than 8:30 a.m. Pacific Time on Thursday, May 2, 2024.
2024 Proxy Statement | Air Lease Corporation | 91
If you have any questions or require any assistance with pre-registering, please contact the Company’s proxy solicitor: D.F. King & Co, Inc., toll free at (800) 549-6864 for assistance.
You may log in 30 minutes before the start of the Annual Meeting. Stockholders are encouraged to log into the online webcast prior to the start of the Annual Meeting to provide time to test their internet-connected device’s connectivity and audio system and to download the required software, if needed.
The confirmation and reminder emails that are sent to all pre-registered attendees will contain a “System Test” link and a “FAQ” link with support information if technical support is needed.
How do I ask questions at the Annual Meeting?
Stockholders or their proxy holders that have accessed the Annual Meeting may submit questions during the Annual Meeting that are pertinent to the Company and the items being brought before a vote at the Annual Meeting, as time permits and in accordance with the rules of conduct for the Annual Meeting which will be posted on the virtual meeting website during the Annual Meeting. If you wish to submit a question, you may do so when you are logged into the virtual meeting website by typing your question in the designated spot on the website and clicking “Send”.
How do I cast my vote?
Stockholders of Record: Stockholders of record may vote (i) by filling out and signing the proxy card that was included with this Proxy Statement and returning it in the envelope provided, or(ii) by calling the toll-free number found on the proxy card, or (iii) online at the internet voting website provided on the proxy card.card by 11:59 p.m. Pacific Time on May 2, 2024. Stockholders of record may also vote in person atonline during the Annual Meeting.Meeting as described below.
Whether or not you plan to attend the Annual Meeting, we urge you to promptly submit a proxy using any of the methods described above. If you later decide to attend the Annual Meeting via the online webcast and vote, that vote will automatically revoke any previously submitted proxy.
Beneficial Owner of Shares: If you are a beneficial owner of shares held in street name, you will receive instructions from your broker, bank or other nominee on how to vote your shares. If you received printed copies of the proxy materials by mail, you may also vote by proxy by filling out the voting instruction form and returning it in the envelope provided. The availability of online or phone voting may depend on the voting process of the organization that holds your shares. Beneficial owners who want to attend and also vote in person at the Annual Meeting will need to obtain a legal proxy from the organization that holds their shares giving them the right to vote their shares at the Annual Meeting and presentby presenting it with their ballot.online ballot before the closing of the polls.
We urge you to promptly give voting instructions to your custodian by using the instruction card provided to you by your custodian. Please note that if you intend to vote your shares held in street name by electronic ballot at the Annual Meeting, you must provide a “legal proxy” from your custodian at the Annual Meeting as described below.
How do I vote at the Annual Meeting?
If you plan to attend the Annual Meeting via the online webcast and wish to vote at the Annual Meeting, you will have access to an electronic ballot on the Annual Meeting virtual webcast site.
Stockholder of Record: If you were a stockholder of record as of the Record Date and have successfully pre-registered to attend the Annual Meeting, then you may vote at the Annual Meeting by clicking on the “Stockholder Ballot” link on the virtual meeting website, completing the electronic ballot and clicking “Sign and Submit” to send your completed ballot directly to the Inspector of Election before the polls are closed at the Annual Meeting.
92 | Air Lease Corporation | 2024 Proxy Statement
Beneficial Owner of Shares: If you were a beneficial owner of shares held in street name as of the Record Date and intend to vote at the Annual Meeting, you must request a legal proxy from your broker, bank, or other nominee, and save it as a PDF, or image file format, in order to upload a copy with your electronic ballot during the Annual Meeting. If you do not request a legal proxy prior to the Annual Meeting, or your broker, bank or nominee fails to provide you with a legal proxy, then you will not be able to vote or change your previously submitted vote at the Annual Meeting. Obtaining a legal proxy may take several days, or longer, and stockholders are advised to request a legal proxy as far in advance as possible. The voting instruction form you may have received in connection with the Annual Meeting is not a legal proxy. If you request a legal proxy from your broker, bank or other nominee, the issuance of the legal proxy will revoke any prior voting instructions you have given and will prevent you from giving any further voting instructions to your broker, bank or nominee to vote on your behalf. As a result, you will only be able to vote by electronic ballot at the Annual Meeting.
Beneficial owners of shares as of the Record Date who have successfully pre-registered to attend the virtual Annual Meeting and obtained a legal proxy from their broker, bank, or other nominee may vote at the Annual Meeting by clicking on the “Stockholder Ballot” link on the virtual meeting website, completing the electronic ballot, uploading your legal proxy or other evidence of authority to vote, and clicking “Sign and Submit” to have your completed ballot sent directly to the Inspector of Election before the polls are closed at the Annual Meeting.
Questions on how to vote: If you have any questions or require any assistance with voting your shares, please contact the Company’s proxy solicitor D.F. King & Co, Inc., toll free at (800) 549-6864 for assistance.
How can I revoke or change my vote?
Your proxy is revocable. The procedure you must follow to revote your proxy depends on how you hold your shares.
Stockholders of Record: Stockholders of record can revoke and change a prior proxy vote by submitting a later-dated proxy online, by phone or by mail, or by voting in person atduring the Annual Meeting.Meeting as described above. Stockholders of record may also may send a letter to our Secretary at the address for our principal executive office listed on the cover page of this Proxy Statement so that it arrives no later than the close of business on May 8, 2018.2, 2024. Only your latest proxy card or voting instruction form received in accordance with the requirements above will be counted. If you are a beneficial owner, youYour attendance at the Annual Meeting will not by itself revoke your proxy.
Beneficial Owners: Beneficial owners will need to contact the organization that holds your shares to obtain instructions on how to change your vote. As noted above, if you request a legal proxy from your broker, bank or other nominee, the issuance of the legal proxy will revoke any prior voting instructions you have given and will prevent you from giving any further voting instructions to your broker, bank or nominee to vote on your behalf. As a result, you will only be able to vote by electronic ballot at the Annual Meeting as described above.
Who are the proxies?
The named proxies for the Annual Meeting are Carol H. Forsyte, John L. Plueger and Steven F.Udvar-Házyand they will follow all properly submitted voting instructions.
What happens if I do not give specific voting instructions?
Stockholders of Record: If you are a stockholder of record and do not direct on a properly submitted proxy how your shares are to be voted on any item of business, the proxies named above will vote your shares on those items of business as the Board of Directors recommendshas recommended and will vote in their judgment on any other matters properly presented at the Annual Meeting. We do not currently know of any other business that may come before the Annual Meeting.
2024 Proxy Statement | Air Lease Corporation | 93
Beneficial Owners: If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then the organization that holds your shares may generally vote your shares in their discretion on “routine matters”“routine” matters under applicable rules of the NYSE, but cannot vote your shares on“non-routine” matters. Proposal 2 (ratification of appointment of KPMG as our independent registered public accounting firm) is considered a routine“routine” matter. All other proposals to be voted on at the Annual Meeting are considered “non-routine.“non-routine.” Accordingly, if you hold your shares in street name and you do not submit voting instructions to your broker, your broker may exercise its discretion to vote on Proposal 2 at the Annual Meeting, but will not be permitted to vote your shares on any of the other proposals at the Annual Meeting. See below under “What“What is a broker non-vote?” for additional information.
68 | Air Lease Corporation | 2018 Proxy Statement
What is a brokernon-vote?
A brokernon-vote occurs when an organization that holds the shares of a beneficial owner does not receive voting instructions from the beneficial owner on how to vote the shares on anon-routine matter at the Annual Meeting and the organization does not have discretionary authority under applicable rules to vote on such proposals. At the Annual Meeting, we understand that organizations have discretionary authority to vote only on Proposal 2 (ratification of appointment of KPMG as our independent registered public accounting firm). If is considered “routine” under applicable rules of the NYSE, while each of the other proposals to be submitted for a vote of stockholders at the Annual Meeting is considered “non-routine.” Accordingly, if your broker exercises this discretion, your shares will be counted as present for determining the presence of a quorum at the Annual Meeting and your shares will be voted on Proposal 2 in the manner directed by your broker, but your shares will constitute “broker non-votes” on each of the other itemsproposals at the Annual Meeting.
What are the votesvote is required to approve the proposals?each proposal?
Proposal No. 1 — Election of Directors. A Each director nominee will be elected to the Board of Directors byat the Annual Meeting if he or she receives a majority of the votes cast with respect to his or her election, meaning the votes cast for“FOR” such nominee’s electionnominee must exceed the votes cast against“AGAINST” such nominee’s electionnominee at the Annual Meeting pursuant to the Company’s bylaws.Bylaws. Abstentions and brokernon-votes will have no effect on the outcome of the directora director’s election because they are not treated as votes cast.
Proposal No. 2 — Ratification of Appointment of KPMG as our Independent Registered Public Accounting Firm. The affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote on the proposal at the Annual Meeting will be required to ratify the selection of KPMG LLP.LLP as our independent registered public accounting firm for the year ending December 31, 2024. Abstentions will have the same effect as a vote “Against”“AGAINST” the proposal.
Proposal No. 3 — Advisory Vote to Approve Named Executive Officer Compensation. With regard to the stockholder advisory vote on named executive officer compensation, the affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote on the proposal at the Annual Meeting will be required for the advisory approval. Abstentions will have the same effect as a vote “Against”“AGAINST” the proposal. Brokernon-votes will have no effect on the outcome of the advisory vote. The results of this vote are not binding on the Board of Directors.
Proposal No. 4 — Advisory Vote to Approveon the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation. With regard to the stockholder advisory vote on the frequency of future advisory votes to approveon named executive officer compensation, approval of the frequency option (every “1 Year”, every “2 Years” or every “3 Years”) requires the affirmative vote of a majority of shares of Class A Common Stock present or represented and entitled to vote on the holdersproposal at the Annual Meeting. However, if no frequency option receives the affirmative vote of at least a majority of the shares of Class A Common Stock present in person or by proxyrepresented and entitled to vote on the proposal at the Annual Meeting, then the Board of Directors will be required forconsider the advisory approval.option receiving the highest number of votes as the
94 | Air Lease Corporation | 2024 Proxy Statement
preferred option of the stockholders. Abstentions will have the same effect as a vote “Against”“AGAINST” each of the proposal.frequency options. Brokernon-votes will have no effect on the outcome of the advisory vote. The results of this vote are not binding on the Board of Directors.
Are there any dissenters’ rights available?
There are no rights of appraisal or other rights of dissenters with respect to any matter to be acted upon at the Annual Meeting.
Who is paying the costs of soliciting proxies?
The Company is paying the costs of soliciting proxies on behalf offor the Board of Directors.Annual Meeting. In addition to this Proxy Statement, our officers, directors and other employees may solicit proxies personally or in writing or by telephone for no additional compensation. We will, if requested, reimburse banks, brokers and other custodians and nominees for their reasonable expenses in providing these materials to their beneficial holders. We have hiredretained the services of D.F. King & Co., Inc., a professional advisory firm, to assist us in proxy solicitation. We will pay D.F. King & Co., Inc. $11,500$13,500 plus reimbursement of reasonable out-of-pocket expenses.
Who will serve as the inspector of the election?
We have engaged representatives of First Coast Results, Inc. to count the votes and act as an independent inspector of the election.
How can I obtain directions In the event that representatives of First Coast Results, Inc. are unable to be able to attend the meeting and vote in person?
You may request directions to the locationact as independent inspector of the Annual Meeting by sending a letter toelection, our Corporate Secretary at the address for our principal executive office listed on the cover page of this Proxy Statement.will act in such role.
20182024 Proxy Statement | Air Lease Corporation | 6995
Ownership of Air Lease Corporation Class A Common Stock
The following table sets forth information as of March 13, 2018,4, 2024, except as noted below, regarding the beneficial ownership of our Class A Common Stock by:
each person known by us to beneficially own more than five percent of our Class A Common Stock;
each of our named executive officers;
each of our directors and nominees; and
all of our executive officers, directors and nominees, as a group.
Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if they have or share the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof, or have the right to acquire such powers within 60 days. Unless otherwise indicated, each person has sole voting and investment power over the shares reported.
In computing the percentage ownership of a person, shares of our Class A Common Stock subject to options held by that person which are exercisable within 60 days of March 13, 2018, or RSUs held by that person which will vest within 60 days of March 13, 2018,4, 2024, are deemed to be outstanding. The shares subject to such options or RSUs are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. All percentages in the following table are based on a total of 103,948,471111,366,501 shares of our Class A Common Stock outstanding as of March 13, 2018.4, 2024. The address of each person named in the table below, unless otherwise indicated, is c/o Air Lease Corporation, 2000 Avenue of the Stars, Suite 1000N, Los Angeles, California 90067. Fractional shares have been rounded to the nearest whole share.
Class A
| ||||||||
Name of beneficial owner
| Number of shares
| %
| ||||||
Greater than 5% Stockholders | ||||||||
Artisan Partners Limited Partnership (1) | 8,418,235 | 8.10% | ||||||
Boston Partners (2) | 8,371,475 | 8.05% | ||||||
The Vanguard Group (3) | 8,104,292 | 7.80% | ||||||
Steven F.Udvar-Házy (4) | 7,012,403 | 6.64% | ||||||
Named Executive Officers, Directors and Nominees | ||||||||
John L. Plueger (5) | 1,170,255 | 1.12% | ||||||
Steven F.Udvar-Házy (4) | 7,012,403 | 6.64% | ||||||
Jie Chen (6) | 419,901 | * | ||||||
Grant A. Levy (7) | 276,989 | * | ||||||
Gregory B. Willis (8) | 66,257 | * | ||||||
Matthew J. Hart (9) | 34,020 | * | ||||||
Cheryl Gordon Krongard (9) | 25,278 | * | ||||||
Marshall O. Larsen (10) | 17,810 | * | ||||||
Robert A. Milton (9) | 34,020 | * | ||||||
Ian M. Saines (10) | 25,453 | * | ||||||
Dr. Ronald D. Sugar (11) | 74,020 | * | ||||||
All executive officers, directors and nominees, as a group (16 persons)(12) | 9,941,530 | 9.32% | ||||||
| ||||||||
Class A
| ||||||||
| Name of beneficial owner | Number of shares
| % | ||||||
Greater than 5% Stockholders | ||||||||
The Vanguard Group (1) | 10,173,457 | 9.14% | ||||||
JPMorgan Chase & Co. (2) | 7,256,316 | 6.52% | ||||||
Dimensional Fund Advisors LP (3) | 6,835,595 | 6.14% | ||||||
Steven F. Udvar-Házy (4) | 5,794,049 | 5.20% | ||||||
BlackRock, Inc. (5) | 5,718,508 | 5.13% | ||||||
Named Executive Officers, Directors and Nominees | ||||||||
John L. Plueger (6) | 763,929 | * | ||||||
Steven F. Udvar-Házy (4) | 5,794,049 | 5.20% | ||||||
Grant A. Levy (7) | 154,713 | * | ||||||
Carol Forsyte (8) | 63,880 | * | ||||||
Gregory B. Willis | 67,257 | * | ||||||
Matthew J. Hart (9) | 51,527 | * | ||||||
Yvette Hollingsworth Clark (10) | 16,444 | * | ||||||
Cheryl Gordon Krongard (11) | 49,534 | * | ||||||
Marshall O. Larsen (12) | 42,690 | * | ||||||
Susan McCaw (13) | 21,650 | * | ||||||
Robert A. Milton (9) | 41,540 | * | ||||||
Ian M. Saines (12) | 44,952 | * | ||||||
All executive officers, directors and nominees, as a group (16 persons) (14) | 7,391,104 | 6.64% | ||||||
7096 | Air Lease Corporation | 20182024 Proxy Statement
| (1) |
| Based solely on a Schedule |
| (2) | Based solely on a Schedule 13G filed with the SEC by JPMorgan Chase & Co. on January 8, 2024. JPMorgan Chase & Co., as the parent holding company, is the beneficial owner of 7,256,316 shares of Class A Common Stock with sole voting power over 6,707,486 shares, shared voting power over 3,902 shares, sole dispositive power over 7,249,397 shares and shared dispositive power over 6,613 shares. The address of JPMorgan Chase & Co. is 383 Madison Avenue, New York, NY 10179. The foregoing Schedule 13G reported information as of December |
| (3) | Based solely on a Schedule 13G/A filed with the SEC by Dimensional Fund Advisors LP on February 9, 2024. Dimensional Fund Advisors LP is the beneficial owner of 6,835,595 shares of Class A Common Stock with sole voting power over 6,716,636 shares and sole dispositive power over 6,835,595 shares, The address of Dimensional Fund Advisors L.P. is 6300 Bee Cave Road, Building One, Austin, TX 78746. The foregoing Schedule 13G/A reported information as of December 29, 2023. |
| (4) | Consists of |
2018 Proxy Statement | Air Lease Corporation | 71
| (5) | Based solely on a Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 31, 2024. BlackRock, Inc., as the parent holding company, is the beneficial owner of 5,718,508 shares of Class A Common Stock with sole voting power over 4,976,683 shares and sole dispositive power over 5,718,508 shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. The foregoing Schedule 13G/A reported information as of December 31, 2023. |
2024 Proxy Statement | Air Lease Corporation | 97
| (6) | Consists of |
Consists of |
| (8) | Ms. Forsyte shares |
| (9) | Excludes 3,461 shares of Class A Common Stock underlying unvested RSUs held by the director that vest |
| (10) | Includes |
| (11) | Includes 21,887 shares of Class A Common Stock |
| (12) | Includes |
| (13) | Includes 11,845 shares of Class A Common Stock underlying vested RSUs, including dividend equivalent rights, that the |
| (14) | Includes 96,446 shares of Class A Common Stock underlying RSUs held in the aggregate bynon-employee directors which are deemed to be beneficially owned as of March |
| * | Represents beneficial ownership of less than 1%. |
7298 | Air Lease Corporation | 20182024 Proxy Statement
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on written representations furnished to us from reporting persons and our review of Forms 3, 4 and 5 and any amendments thereto furnished to us, we believe all such Forms required to be filed during 2017 under Section 16(a) of the Exchange Act, were filed on a timely basis.
Stockholder Proposals and Director Nominations for our 20192025 Annual Meeting of Stockholders
To beProposals for Inclusion in Proxy Materials. A stockholder seeking to have a proposal included in theour proxy statement and form of proxy for our 2019the 2025 annual meeting of stockholders we must receive no later than November 30, 2018comply with Rule 14a-8 under the Exchange Act, which sets forth the requirements for including stockholder proposals in Company-sponsored proxy materials. In accordance with Rule 14a-8, any stockholdersuch proposal that a stockholder intends to be presented at the meeting.
Under our bylaws, written notice of nominations to the Board of Directors and any other business proposed by a stockholder of record that is not to be included in the proxy statement for the 2019 annual meeting of stockholders must be received by the Secretary at our principal executive officeoffices by November 21, 2024, which is 120 days prior to the one-year anniversary of the date this proxy statement was first mailed or made available to stockholders. However, if the date of the 2025 annual meeting of stockholders changes by more than 30 days from the one-year anniversary of the date of the Annual Meeting, then such proposals must be received a reasonable time before we begin to print and send our proxy materials for the 2025 annual meeting of stockholders.
Proposals and Nomination of Director Candidates Not Intended for Inclusion in Proxy Materials. A stockholder seeking to present a proposal or nominate a director for election to our Board at the 2025 annual meeting of stockholders but not intending for such proposal or nomination to be included in the proxy statement for the meeting must comply with the advance notice requirements set forth in our bylaws. Under our bylaws, written notice of nominations for directors and any other business proposed by a stockholder must be received by the Secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of this year’s Annual Meeting (so long as the 20192025 annual meeting is held no more than 30 days before and no more than 70 days after such anniversary). Accordingly, notice of any such nominations or other business meeting all of the requirements set forth in our bylaws must be received by the Secretary between January 9, 20193, 2025 and February 8, 2019. SEC rules permit2, 2025. If we change the Company’s managementdate of the 2025 annual meeting of stockholders to votea date that is more than 30 days before or more than 70 days after the anniversary of this year’s Annual Meeting, your written notice must be received not more than 120 days prior to the date of the 2025 annual meeting nor less than the later of (i) 90 days prior to the date of the 2025 annual meeting or (ii) the 10th calendar day following the day on which public announcement of the date of the 2025 annual meeting of stockholders is first made.
In addition to satisfying the foregoing requirements under our bylaws, stockholders who intend to solicit proxies in its discretionsupport of director nominees other than Company-sponsored nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than the dates specified above.
The Chairman of the Annual Meeting reserves the right to reject, exclude, rule out of order, or take other appropriate action with respect to such matters if we advise stockholders how management intends to vote.any proposal that does not comply with the above requirements, including conditions established by the SEC.
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more security holders sharing the same address by delivering in a single envelope all of the Notices or a single copy of the proxy statement and annual report addressed to those security holders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for security holders and cost savings for companies.
Brokers with accountholders who are the Company’s stockholders may be “householding” our proxy materials. As a result, all of the Notices or a single copy of the proxy statement and annual report may be
2024 Proxy Statement | Air Lease Corporation | 99
delivered to multiple stockholders sharing an address unless contrary instructions have been received from an affected stockholder. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice or copy of the proxy statement and annual report, please notify your broker or call1-310-553-0555 or writenotify us by writing to our principal executive offices at Secretary, 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067.90067, Attn: Corporate Secretary or by telephone at 1-310-553-0555. Stockholders who currently receive multiple copies of the Notices or copies of the proxy statement and annual report at their address and would like to request “householding” of their communications should contact their broker.
* * *
100 | Air Lease Corporation | 2024 Proxy Statement
Appendix A—Definitions and Reconciliations of Non-GAAP Financial Measures |
Adjusted Net Income Before Taxes and Adjusted Diluted Earnings Per Share Before Income Taxes
Adjusted net income before income taxes (defined as net income/(loss) attributable to common stockholders excluding the effects of certain non-cash items, one-time or non-recurring items, such as write-offs and recoveries related to our former Russian fleet, that are not expected to continue in the future and certain other items) and adjusted diluted earnings per share before income taxes (defined as adjusted net income before income taxes divided by the weighted average diluted common shares outstanding) are measures of operating performance that are not defined by GAAP and should not be considered as an alternative to net income/(loss) attributable to common stockholders, earnings/(loss) per share, diluted earnings/(loss) per share, or any other performance measures derived in accordance with GAAP. Adjusted net income before income taxes and adjusted diluted earnings per share before income taxes are presented as supplemental disclosure because management believes they provide useful information on our earnings from ongoing operations.
Management and our Board of Directors use adjusted net income before income taxes and adjusted diluted earnings per share before income taxes to assess our consolidated financial and operating performance. Management believes these measures are helpful in evaluating the operating performance of our ongoing operations and identifying trends in our performance, because they remove the effects of certain non-cash items, one-time or non-recurring items that are not expected to continue in the future and certain other items from our operating results. Adjusted net income before income taxes and adjusted diluted earnings per share before income taxes, however, should not be considered in isolation or as a substitute for analysis of our operating results or cash flows as reported under GAAP. Adjusted net income before income taxes and adjusted diluted earnings per share before income taxes do not reflect our cash expenditures or changes in our cash requirements for our working capital needs. In addition, our calculation of adjusted net income before income taxes and adjusted diluted earnings per share before income taxes may differ from the adjusted net income before income taxes and adjusted diluted earnings per share before income taxes, or analogous calculations of other companies in our industry, limiting their usefulness as a comparative measure.
The following table shows the reconciliation of net income/(loss) attributable to common stockholders to adjusted net income before income taxes (in thousands):
Year Ended
| Year Ended
| |||||||
(unaudited)
| (unaudited)
| |||||||
| Net income attributable to common stockholders | $ | 572,922 | $ | (138,724 | ) | |||
| Amortization of debt discounts and issuance costs | 54,053 | 53,254 | ||||||
| Write-off of Russian fleet, net of (recoveries) | (67,022 | ) | 771,476 | |||||
| Stock-based compensation expense | 34,615 | 15,603 | ||||||
| Income tax expense/(benefit) | 139,012 | (41,741 | ) | |||||
Adjusted net income before income taxes | $ | 733,580 | $ | 659,868 | ||||
2018
2024 Proxy Statement | Air Lease Corporation | 73A-1
AIR LEASE CORPORATION 2000 AVENUE OF THE STARS SUITE 1000N LOS ANGELES, CA 90067 VOTE BY INTERNET—www.fcrvote.com/airlease VisitThe following table shows the Internet voting website at http://www.fcrvote.com/airlease. Have this proxy card ready and follow the instructions on your screen. You will incur only your usual Internet charges. Available 24 hours a day, 7 days a week until 11:59 p.m. (EDT) on May 8, 2018. VOTE BYPHONE—1-866-291-6774 This method of voting is available for residentsreconciliation of the U.S.numerator for adjusted diluted earnings per share before income taxes (in thousands, except share and Canada. On a touch tone telephone, call TOLL FREE1-866-291-6774, 24 hours a day, 7 days a week. Have this proxy card ready, then follow the prerecorded instructions. Your vote will be confirmed and cast as you have directed. Available 24 hours a day, 7 days a week until 11:59 p.m. (EDT) on May 8, 2018. VOTE BY MAIL Simply sign and date your proxy card and return it in the enclosed postage-paid envelope to First Coast Results Inc., P.O. Box 3672, Ponte Vedra Beach, FL 32004-9911. If you are voting by telephone or the Internet, please do not mail your proxy card. per share amounts):
Year Ended
| Year Ended
| |||||||
(unaudited)
| (unaudited)
| |||||||
Reconciliation of the numerator for adjusted diluted earnings per share (net income/(loss) attributable to common stockholders to adjusted net income before income taxes): | ||||||||
Net income/(loss) attributable to common stockholders | $ | 572,922 | $ | (138,724 | ) | |||
Amortization of debt discounts and issuance costs | 54,053 | 53,254 | ||||||
Write-off of Russian fleet, net of (recoveries) | (67,022 | ) | 771,476 | |||||
Stock-based compensation expense | 34,615 | 15,603 | ||||||
Income tax expense/(benefit) | 139,012 | (41,741 | ) | |||||
Adjusted net income before income taxes | $ | 733,580 | $ | 659,868 | ||||
Denominator for adjusted diluted earnings per share: |
|
|
|
|
|
| ||
Weighted-average diluted common shares outstanding | 111,438,589 | 111,626,508 | ||||||
Potentially dilutive securities, whose effect would have been anti-dilutive | — | 361,186 | ||||||
Adjusted weighted-average diluted common shares outstanding | 111,438,589 | 111,987,694 | ||||||
Adjusted diluted earnings per share before income taxes(a) | $ | 6.58 | $ | 5.89 | ||||
| (a) | Adjusted diluted earnings per share before income taxes is adjusted net income before income taxes divided by adjusted weighted-average diluted common shares outstanding. |
A-2 | Air Lease Corporation | 2024 Proxy Statement
AIR LEASE CORPORATION 2000 AVENUE OF THE STARS SUITE 1000N LOS ANGELES, CA 90067 | VOTE BY INTERNET | |
Before the Meeting - Go to www.fcrvote.com/airlease Have this proxy card ready and follow the instructions on your screen. You will incur only your usual Internet charges. Available 24 hours a day, 7 days a week until 11:59 p.m. (EDT) on May 2, 2024. During the Meeting - Go to www.cesonlineservices.com/al24_vm Pre-register by 8:30 a.m. (PDT) on May 2, 2024 and follow the instructions in your registration email. | ||
VOTE BY PHONE - 1-866-402-3905 | ||
| This method of voting is available for residents of the U.S. and Canada. On a touch tone telephone, call TOLL FREE 1-866-402-3905, 24 hours a day, 7 days a week. Have this proxy card ready, then follow the prerecorded instructions. Your vote will be confirmed and cast as you have directed. Available 24 hours a day, 7 days a week until 11:59 p.m. (EDT) on May 2, 2024. | ||
VOTE BY MAIL | ||
| Simply sign and date your proxy card and return it in the enclosed postage-paid envelope to First Coast Results Inc., P.O. Box 3672, Ponte Vedra Beach, FL 32004-9911. If you are voting by telephone or the Internet, please do not mail your proxy card. |
THE PROXY STATEMENT, AS WELL AS OTHER PROXY MATERIALS DISTRIBUTED BY AIR LEASE CORPORATION
ARE AVAILABLE FREE OF CHARGE ONLINE AT HTTP://WWW.AIRLEASECORP.COM Control Number
Control Number |  |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
AIR LEASE CORPORATION
The Board of Directors recommends you vote “FOR” all Nominees, “For” Proposals 2 and 3, and “1 Year” as the vote frequency on Proposal 4.
1. Elect eightElection of Directors each to serve for aone-year term. Nominees: For Against Abstain 1a. Matthew J. Hart 1b. Cheryl Gordon Krongard 1c. Marshall O. Larsen 1d. Robert A. Milton 1e. John L. Plueger 1f. Ian M. Saines 1g. Dr. Ronald D. Sugar 1h. Steven F.Udvar-Házy For Against Abstain LLP 2. Ratify as our the independent appointment registered of KPMG public accounting firm for 2018. 3. Advisory vote to approve named executive officer compensation. 4. Advisory vote on the frequency of future advisory votes to approve named executive officer compensation. 1Year 2 Years 3 Years
| Nominees: | For | Against | Abstain | |||
| 1a. Matthew J. Hart | ☐ | ☐ | ☐ | |||
| 1b. Yvette H. Clark | ☐ | ☐ | ☐ | |||
| 1c. Cheryl Gordon Krongard | ☐ | ☐ | ☐ | |||
| 1d. Marshall O. Larsen | ☐ | ☐ | ☐ | |||
| 1e. Susan McCaw | ☐ | ☐ | ☐ | |||
| 1f. Robert A. Milton | ☐ | ☐ | ☐ | |||
| 1g. John L. Plueger | ☐ | ☐ | ☐ | |||
| 1h. Ian M. Saines | ☐ | ☐ | ☐ | |||
| 1i. Steven F. Udvar-Házy | ☐ | ☐ | ☐ | |||
| For | Against | Abstain | ||||
2. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024. | ☐ | ☐ | ☐ | |||
| 3. Advisory vote to approve named executive officer compensation | ☐ | ☐ | ☐ | |||
| 1 Year | 2 Years | 3 Years | Abstain | |||||
| 4. Advisory vote on the frequency of future advisory votes to approve named executive officer compensation. | ☐ | ☐ | ☐ | ☐ |
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
| Signature [PLEASE SIGN WITHIN BOX] Date | ||||
| Signature (Joint Owners) Date | ||||
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be Held on May 9, 2018: 3, 2024:
The Notice and Proxy Statement and Annual Report are available online at http://www.airleasecorp.com AIR LEASE CORPORATION PROXY FOR THE 2018 ANNUAL MEETING OF STOCKHOLDERS To be held Wednesday, May 9, 2018 7:30 a.m., Pacific Time Century Plaza Towers 2029 Century Park East Concourse Level, Conference Room A Los Angeles, California 90067 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS Receipt of the proxy materials for the 2018 Annual Meeting of Stockholders of Air Lease Corporation (the “Company”) is hereby acknowledged. The undersigned hereby appoints Carol H. Forsyte, John L. Plueger and Steven F.Udvar-Házy, and each of them, attorney, agent and proxy of the undersigned, with full power of substitution, to vote all shares of Class A Common Stock of the Company that the undersigned would be entitled to cast if personally present at the 2018 Annual Meeting of Stockholders of the Company and at any postponement or adjournment thereof. THIS PROXY WILL BE VOTED AS INSTRUCTED BY THE UNDERSIGNED ON THE REVERSE SIDE. IF NO INSTRUCTION IS MADE, THE PROXY WILL BE VOTED AS TO ALL OF THE UNDERSIGNED’S SHARES FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR LISTED ON THE REVERSE SIDE, FOR PROPOSALS 2 AND 3, AND FOR ONE YEAR ON PROPOSAL 4, ACCORDING TO THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF. VOTING INSTRUCTIONS MUST BE RECEIVED BY 11:59 P.M., EASTERN TIME, ON MAY 8, 2018. Continued and to be signed on reverse side
– – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –– – – – – – – – – – – – – – – – – –
AIR LEASE CORPORATION PROXY FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS Friday, May 3, 2024 8:30 a.m., Pacific Daylight Time To Be Held Virtually at www.cesonlineservices.com/al24_vm THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS Receipt of the proxy materials for the 2024 Annual Meeting of Stockholders of Air Lease Corporation (the “Company”) is hereby acknowledged. The undersigned hereby appoints Carol H. Forsyte, John L. Plueger and Steven F. Udvar-Házy, and each of them, attorney, agent and proxy of the undersigned, with full power of substitution, to vote all shares of Class A Common Stock of the Company held of record by the undersigned at the close of business on March 4, 2024 at the 2024 Annual Meeting of Stockholders of the Company and at any postponement or adjournment thereof. THIS PROXY WILL BE VOTED AS INSTRUCTED BY THE UNDERSIGNED ON THE REVERSE SIDE. IF NO INSTRUCTION IS MADE, THE PROXY WILL BE VOTED “FOR” THE ELECTION OF EACH NOMINEE FOR DIRECTOR LISTED ON THE REVERSE SIDE, “FOR” PROPOSALS 2 AND 3, “1 YEAR” ON PROPOSAL 4, AND ACCORDING TO THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF. VOTING INSTRUCTIONS MUST BE RECEIVED BY 11:59 P.M., EASTERN DAYLIGHT TIME, ON MAY 2, 2024. Continued and to be signed on reverse side |