DEF 14A of FTAI Aviation Ltd., Apr 12, 2024

DEF 14A of FTAI Aviation Ltd.

Filed Apr 12, 2024 · FY20230001140361-24-019617

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The first proposal is to elect two Class II directors to serve until the 2027 annual general meeting of shareholders and until their respective successors are duly elected or appointed and qualified. Our Amended and Restated Memorandum and Articles of Association, as amended (the “Articles”), authorizes the number of directors to be not less than three, nor more than nine. The number of directors on the board is currently fixed at seven. Our Board of Directors is divided into three classes. The members of each class of directors serve staggered three-year terms. Our current Board of Directors is classified as follows:

  2. ELECTION OF DIRECTORS

    | Class | Term Expiration | Director | Age | | Class I | 2026 | Joseph P. Adams, Jr. | 66 | | | | Judith A. Hannaway | 72 | | | | Martin Tuchman | 83 | | Class II | 2024 | A. Andrew Levison | 67 | | | | Kenneth J. Nicholson | 53 | | Class III | 2025 | Paul R. Goodwin | 81 | | | | Ray M. Robinson | 76 |

  3. ELECTION OF DIRECTORS

    The Board of Directors has unanimously proposed A. Andrew Levison and Kenneth J. Nicholson as nominees for election as Class II directors. The director nominees currently serve on our Board of Directors. If elected at the Annual General Meeting, each of Mr. Levison and Mr. Nicholson will hold office until the 2027 annual general meeting of shareholders and until their successors are duly elected or appointed and qualified, subject to earlier death, resignation or removal. Unless otherwise instructed, we will vote all proxies we receive FOR A. Andrew Levison and Kenneth J. Nicholson. If any of the nominees becomes unable to stand for election as a director, an event that our Board of Directors does not presently expect, the proxy will be voted for a replacement nominee if one is designated by our Board of Directors. The Board of Directors recommends that you vote FOR the election of A. Andrew Levison and Kenneth J. Nicholson to serve as our Class II directors until the 2027 annual general meeting of the shareholders and until their successors are duly elected or appointed and qualified.

  4. Information Concerning Our Directors, Including the Director Nominees

    Information Concerning Our Directors, Including the Director Nominees Set forth below is certain biographical information for our directors, including the director nominees, as well as the month and year each person was first elected as one of our directors. Each of our directors was selected because of the knowledge, experience, skill, expertise and diversity the director contributes to the Board of Directors as a whole. Our directors have extensive familiarity with our business and experience from senior positions in large, complex organizations. In these positions, they gained core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, and leadership development. The Nominating and Corporate Governance Committee believes that each of the directors also has key attributes that are important to an effective Board of Directors: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of origin, background, experience, and thought; and the commitment to devote significant time and energy to service on the Board of Directors and its committees. Of the seven members of the Board of Directors, 14% are women and 14% are racially/ethnically diverse.

  5. Information Concerning Our Directors, Including the Director Nominees

    | Joseph P. Adams, Jr. Chief Executive Officer and Director since May 2015; Chairman since May 2016 | Mr. Adams has served as our Chief Executive Officer and on our Board of Directors since May 2015, and he became the Chairman of our Board of Directors in May 2016. He is a member of the Management Committee of Fortress Investment Group LLC (“Fortress”) and is a Managing Director at Fortress within the Private Equity Group. He is currently Chairman of the board of FTAI Infrastructure Inc. (Nasdaq: FIP) and has been a director since April 2022. He previously served as a member of the board of directors of Seacastle, Inc., SeaCube Container Leasing Ltd., Aircastle Limited and RailAmerica Inc. Previously, Mr. Adams was a partner at Brera Capital Partners and at Donaldson, Lufkin & Jenrette where he was in the transportation industry group. In 2002, Mr. Adams served as the first Executive Director of the Air Transportation Stabilization Board. Mr. Adams received a B.S. in Engineering from the University of Cincinnati and an M.B.A. from Harvard Business School. Mr. Adams’ experience, including his role serving as Deputy Chairman on a number of boards for portfolio companies of Fortress, provides the Board with valuable insights into how boards at other companies address issues similar to those faced by the Company. In addition, his experience as a private equity investor and investment and merchant banker provides the Board with valuable guidance on financial, strategic planning and investor relations matters, particularly as it relates to transportation related industries. | | Paul R. Goodwin Director since May 2015 | Mr. Goodwin has served on our Board of Directors since May 2015. Mr. Goodwin also served on the board of directors of SeaCube Container Leasing Ltd (which went private in 2013) from 2009 through 2017, on the board of directors of RailAmerica, Inc. from October 2009 through October 2012, on the board of directors of Manhattan Associates, Inc. from April 2003 through May 2011, and on the board of directors of the National Railroad Retirement Investment Trust from 2003 through 2006. From June 2003 through 2004, Mr. Goodwin served as a consultant to CSX Corporation, which, through its subsidiaries, operates the largest rail network in the eastern United States. From April 2000 until June 2003, Mr. Goodwin served as vice-chairman and chief financial officer of CSX Corporation. Mr. Goodwin started with CSX Corporation in 1965 and held various senior management positions with entities affiliated with CSX Corporation group, including executive vice president and chief financial officer, senior vice president finance and planning and executive vice president of finance and administration. Mr. Goodwin graduated from Cornell University with a B.S. in Civil Engineering and received an M.B.A. from George Washington University. Mr. Goodwin’s over fifty years of experience, including serving as vice-chairman and chief financial officer of CSX Corporation, is highly relevant to the Company. His experience provides the board of directors with a deep understanding of the freight railroad business and also provides financial expertise to the board of directors, including an understanding of financial accounting and reporting, including internal controls, and corporate finance and capital markets. | | Judith A. Hannaway Director since January 2018 | Ms. Hannaway has served on our Board of Directors since January 2018. Ms. Hannaway also serves on the FTAI Infrastructure Inc. (Nasdaq: FIP) board of directors. During the past several years, Ms. Hannaway has acted as a consultant to various financial institutions. Prior to acting as a consultant, Ms. Hannaway was employed by Scudder Investments, a wholly-owned subsidiary of Deutsche Bank Asset Management, as a |

  6. Information Concerning Our Directors, Including the Director Nominees

    | | Managing Director. Ms. Hannaway joined Scudder Investments in 1994 and was responsible for Special Product Development including closed-end funds, offshore funds and REIT funds. Prior to joining Scudder Investments, Ms. Hannaway was employed by Kidder Peabody as a Senior Vice President in Alternative Investment Product Development. Prior to joining Kidder Peabody in 1983, Ms. Hannaway was a Senior Vice President in the Leverage Leasing Group at Merrill Lynch involved in aircraft and other transportation equipment leasing. Ms. Hannaway also spent time at Continental Grain Company at the beginning of her career in the Long Range Planning Group doing barge financing and leasing. Ms. Hannaway served as a member of the board of directors of DiamondPeak Holdings Corp. from February 2019 to October 2021. From 2015 to 2019, Ms. Hannaway was the lead Independent Director of Northstar Realty Europe Corp. Ms. Hannaway served as an independent director of NorthStar Realty and Northstar Asset Management from September 2004 and June 2014, respectively, through January 2017. Ms. Hannaway holds a B.A. with honors from Newton College of the Sacred Heart and an M.B.A. from Simmons College Graduate Program in Management. Her extensive experience in the aviation and transportation business and on public company boards led our Board of Directors to conclude that Ms. Hannaway should serve as a director. | | A. Andrew Levison Director since January 2018 | Mr. Levison has served on our Board of Directors since January 2018. Mr. Levison founded Levison & Co., the predecessor of Southfield Capital, in November 2002. Before that he was the head of leveraged finance at Donaldson, Lufkin & Jenrette (DLJ), where he oversaw banking and origination activities for all of the firm’s investment banking products for leveraged companies. Prior to joining DLJ, he was a Managing Director of the Leveraged Buyout Group at Drexel Burnham Lambert and a Vice President of the Special Finance Group at Manufacturers Hanover Trust. Mr. Levison has served on the boards of over 25 public and private companies related to investments and is currently on the board of directors of Ferrellgas Partners, L.P. (NYSE: FGP), Vanguard Dealer Services, Stationhead, Inc. and the Levison/Present Foundation at Mount Sinai Hospital. Mr. Levison is also on the advisory board of the NYU Langone Orthopedics Hospital. He earned a B.S. degree in finance from Babson College. His experience in finance and investments, and relevant public company board service, led our Board of Directors to conclude that Mr. Levison should serve as a director. | | Kenneth J. Nicholson Director since May 2016 | Mr. Nicholson has served on our Board of Directors since May 2016. Mr. Nicholson is the Chief Executive Officer and President of FTAI Infrastructure Inc. (Nasdaq: FIP) and is a Managing Director at Fortress focusing on investments in the transportation, infrastructure and energy industries, including investments made by FTAI and FIP. Prior to joining Fortress in May 2006, Mr. Nicholson worked in investment banking at UBS Investment Bank and Donaldson, Lufkin & Jenrette where he was a member of the transportation industry group. Mr. Nicholson holds a B.S. in Economics from the Wharton School at the University of Pennsylvania. As a result of his past experiences, Mr. Nicholson has extensive credit, private equity finance and management expertise. His extensive experience in the transportation, infrastructure and energy industries and his other qualifications and skills led our Board of Directors to conclude that Mr. Nicholson should serve as a director. |

  7. Information Concerning Our Directors, Including the Director Nominees

    | Ray M. Robinson Director since May 2015 | Mr. Robinson has served on our Board of Directors since May 2015. Mr. Robinson has been the non-executive chairman of Citizens Trust Bank since May 2003. From 1996 to 2003 he served as the President of the Southern Region of AT&T Corporation. Mr. Robinson is a director of FTAI Infrastructure Inc. (Nasdaq: FIP) and PROG Holdings, Inc. (NYSE: PRG), which are public companies, and was previously a director of Aaron’s Inc., Acuity Brands Inc., American Airlines Group Inc., Avnet, Inc., Choicepoint Inc., Mirant Corporation, and RailAmerica, Inc. He was the president of Atlanta’s East Lake Golf Club from May 2003 to December 2005, and has been President Emeritus since December 2005. Mr. Robinson was the Chairman of Atlanta’s East Lake Community Foundation from November 2003 to January 2005 and has been Vice Chairman since January 2005. Mr. Robinson was selected as a director because of his extensive service on other public company boards, sales and marketing experience gained through senior leadership positions, extensive operational skills from his tenure at AT&T, and longstanding involvement in civic and charitable leadership roles in the community. | | Martin Tuchman Director since May 2015 | Mr. Tuchman has served on our Board of Directors since May 2015. Mr. Tuchman is Chief Executive Officer of the Tuchman Group, which oversees holdings in real estate, banking and international shipping, and has headed Kingstone Capital V, a private investment group, since 2007. Mr. Tuchman has served on the board of directors of Princeton Bancorp, Inc. (Nasdaq: BPRN, previously the Bank of Princeton) since September 2017. He served on the board of directors of Horizon Lines, Inc. from November 2011 to May 2015 and on the board of directors for SeaCube Container Leasing Ltd. from March 2011 to April 2013. Mr. Tuchman served as the Vice Chairman of the First Choice Bank in Lawrenceville, N.J. from December 2008 to April 2015, and served as Chairman of First Choice Bank from April 2015 to December 2016. In 1968, after helping develop the current standard for intermodal containers and chassis in connection with the American National Standards Institute, Mr. Tuchman co-founded Interpool, Inc., a leading container leasing business, which was sold to funds affiliated with Fortress, in 2007. In 1987, Mr. Tuchman formed Trac Lease, a chassis leasing company which was subsequently merged into Interpool, Inc. Mr. Tuchman holds a B.S. in Mechanical Engineering from the New Jersey Institute of Technology and an M.B.A. from Seton Hall University. Mr. Tuchman’s experience in the container leasing and shipping industry and as Chief Executive Officer of The Tuchman Group provides the board with valuable insights on the financial and strategic planning matters, particularly as they relate to transportation related industries. |

  8. Information Concerning Our Directors, Including the Director Nominees

    | Board Diversity Matrix (as of April 2024) | | | | Total Number of Directors | 7 | | | | Female | Male | | Part I: Gender Identity | | | | Directors | 1 | 6 | | Part II: Demographic Background | | | | African American or Black | | 1 | | Alaskan Native or Native American | | | | Asian | | | | Hispanic or Latinx | | | | Native Hawaiian or Pacific Islander | | | | White | 1 | 5 | | Two or More Races or Ethnicities | | | | LGBTQ+ | | | | Did Not Disclose Demographic Background | | |

  9. Compensation of Directors

    Compensation of Directors The total annual compensation generally payable to our non-employee directors was $175,000 in respect of 2023. In addition, we pay an annual fee to the chairperson of the Audit Committee of $10,000. At their election, fees to non-employee directors may be paid in the form of fully-vested Ordinary Shares, based on the value of such Ordinary Shares at the date of issuance, rather than in cash, provided that any such issuance does not prevent such director from being determined to be independent and such shares are granted pursuant to a shareholder-approved plan or the issuance of such shares is otherwise exempt from Nasdaq listing requirements. Each non-employee director also received an initial one-time grant of fully vested options to purchase 5,000 Ordinary Shares under our Nonqualified Stock Option and Incentive Award Plan (the “Plan”) upon the date of the first meeting of our Board of Directors attended by such director. Affiliated directors are not separately compensated by us. All members of our Board of Directors are reimbursed for reasonable costs and expenses incurred in attending meetings of our Board of Directors.

  10. Director Compensation Table for 2023

    Director Compensation Table for 2023

  11. Director Compensation Table for 2023

    | Name | Fees Earned or Paid in Cash | Share Awards | Option Awards(1) | Total | | Paul R. Goodwin | $92,500 | $92,500 | — | $185,000 | | Judith A. Hannaway | $175,000 | — | — | $175,000 | | A. Andrew Levison | $87,500 | $87,500 | — | $175,000 | | Ray M. Robinson | $— | $175,000 | — | $175,000 | | Martin Tuchman | $— | $175,000 | — | $175,000 |

  12. Director Compensation Table for 2023

    | (1) As of December 31, 2023, Mr. Levison, Mr. Robinson and Mr. Tuchman each held fully vested options to purchase 5,000 Ordinary Shares. |

  13. Compensation for 2023

    | • | Bonus — Our Manager paid Ms. Nam a discretionary bonus of $1,250,000 paid in early 2024 based on its subjective review of her performance in 2023; and |

  14. Summary Compensation Table

    Summary Compensation Table The following table provides additional information regarding the compensation earned by Ms. Nam in respect of the last three completed fiscal years, which in each case was determined and paid by our Manager. As previously described, our Manager is not able to segregate and identify any portion of the compensation earned by Mr. Adams in respect of the last three fiscal years as relating solely to services performed for us, and therefore this Summary Compensation Table does not include any compensation for Mr. Adams for such years.

  15. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Eun (Angela) Nam, Chief Financial Officer and Chief Accounting Officer | 2023 | 200,000 | 1,250,000(1) | — | 10,310(2) | 1,460,310 | | | 2022 | 200,000 | 900,000 | — | 9,560 | 1,109,560 | | | 2021 | 200,000 | 575,000 | — | 9,096 | 784,096 |

  16. Summary Compensation Table

    | (1) This amount includes $125,000 which is deferred and will be paid in February 2025. |

  17. Summary Compensation Table

    | (2) This amount consists of (i) $9,900 of 401(k) matching contributions made by the Manager and (ii) $410 of life insurance premiums paid by the Manager. |

  18. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 We may, from time to time, at the discretion of the Compensation Committee of our Board of Directors, grant options relating to Ordinary Shares or other equity interests in us to an affiliate of our Manager, who may in turn assign a portion of the options to its employees, including our officers and directors. Any such option awards assigned to employees of our Manager, including our officers and directors (“Tandem Options”), will correspond on a one-to-one basis with the options granted to our Manager, such that exercise by an employee of the option would result in the corresponding option held by our Manager being cancelled. In 2023, no Tandem Options were granted.

  19. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table provides information regarding certain deferred compensation payable to Ms. Nam. There were no Company contributions, earning, withdrawals or distributions in 2023 with respect to the amount shown in table.

  20. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Aggregate Balance at Last FYE ($) | | Eun (Angela) Nam | 125,000 | 125,000 |

  21. Nonqualified Deferred Compensation

    | (1) The amount shown, representing a portion of Ms. Nam’s discretionary bonus earned for 2023 performance, is included in the amount reported for Ms. Nam for 2023 in the Bonus column of our Summary Compensation Table. This deferred amount is fully vested and will be paid (without earnings or interest on such amount) to Ms. Nam in February 2025. |

  22. Potential Payments Upon Change-in-Control or Termination

    Potential Payments Upon Change-in-Control or Termination Ms. Nam is not entitled to any severance payments or benefits upon a termination of employment with our Manager and its affiliates, whether occurring prior to or following a change in control of the Company or Fortress Investment Group LLC. All options granted to our Manager will become fully exercisable upon a “change of control” (as defined in the Plan) or a termination of the Manager’s services to us for any reason, and any Tandem Options will be governed by the terms and conditions set forth in the applicable award agreements, as determined by the Compensation Committee or the Manager, as the case may be. All Tandem Options will become fully vested and exercisable if the holder’s employment with the Manager or an affiliate of the Manager is terminated without cause within 12 months following a change of control. However, no optionholder will be entitled to receive any payment or other items of value upon a change of control. The estimated fair value of the option awards held by our Manager as of December 31, 2023 that would have become fully exercisable had a change in control occurred on December 31, 2023 is approximately $13.5 million. The estimated fair value of the Tandem Options held by Mr. Adams as of December 31, 2023 that would have become fully vested and exercisable had his employment been terminated without cause immediately upon a change in control that occurred on December 31, 2023 is approximately $3.9 million.