Billy J. Nolen
AARAbout Billy J. Nolen
Independent director of AAR CORP. (AIR) since 2023; age 67; Class I director with current term expiring at the 2027 annual meeting. Serves on the Human Capital & Compensation Committee (HCCC) and the Aviation Safety & Training Committee (ASTC), bringing 30+ years in aviation safety, flight operations, and regulatory affairs. Currently Chief Regulatory Affairs Officer at Archer Aviation; previously Acting Administrator and Associate Administrator of Aviation Safety at the FAA, with senior safety roles at WestJet, Qantas, Airlines for America, and American Airlines; U.S. Army captain and pilot training experience. Other public company directorships: none. Determined independent by the Board under NYSE/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Archer Aviation Inc. | Chief Regulatory Affairs Officer | 2023 – present | Regulatory engagement for emerging aerospace; brings eVTOL/regulatory insight to AIR’s safety oversight |
| Federal Aviation Administration (FAA) | Acting Administrator; previously Associate Administrator of Aviation Safety | 2022 – 2023 (Acting Admin); 2022 (Aviation Safety) | Led certification reform and airport-focused safety management systems |
| WestJet Airlines | VP, Safety, Security & Quality | 2020 – 2021 | Airline safety leadership |
| Qantas | Executive Manager, Group Safety & Health | 2018 – 2019 | Global airline safety programs |
| Airlines for America (A4A) | SVP – Safety, Security & Operations | 2015 – 2018 | Industry safety and operations policy |
| American Airlines | Managing Director – Corporate Safety & Regulatory Affairs | 2011 – 2015 | Corporate safety and regulatory affairs |
| U.S. Army | Captain (pilot; pilot training) | 1989 – 2015 | Military aviation and leadership |
External Roles
| Category | Company/Organization | Role | Notes |
|---|---|---|---|
| Public company boards (current) | — | — | None |
| Public company boards (last 5 years) | — | — | None |
| Operating role | Archer Aviation Inc. | Chief Regulatory Affairs Officer | 2023 – present |
Board Governance
- Committee assignments: Member, HCCC and ASTC; not a committee chair. HCCC (5 meetings in FY2025); ASTC (4 meetings in FY2025). Board held 7 meetings; independent directors held 10 executive sessions in FY2025.
- Independence: Board determined 11 of 12 directors, including Nolen, are independent (Mr. Holmes excepted).
- Attendance: All directors attended at least 75% of Board and committee meetings on which they served in FY2025; all directors attended the 2024 annual meeting.
- Term/tenure: Class I; term expires 2027 annual meeting; director since 2023.
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Committee Chair Fees ($) | Lead Director Fee ($) | All Other Comp ($) | Total Cash ($) |
|---|---|---|---|---|---|
| 2025 | 95,000 | — | — | 1,865 (insurance/annual physical/travel program) | 96,865 |
| 2024 (pro‑rated) | 61,071 (appointed Oct 10, 2023) | — | — | 1,088 | 62,159 |
- Director program structure: Non‑employee director annual retainer $95,000; chair retainers $20,000 (Audit) / $15,000 (other committees); Lead Independent Director retainer $30,000; cap on total director pay $500,000; retainers paid quarterly.
- Policy signals: Independent compensation consultant; annual review against peers.
Performance Compensation
| Fiscal Year | Equity Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|---|
| 2025 | Time‑based restricted stock | Jun 1, 2024 | 1,901 | 134,952 | Vested Jun 1, 2025 | Nolen elected to defer the stock award under the Director Deferred Comp Plan |
| 2024 | Time‑based restricted stock (pro‑rated) | Jun 1, 2023 | 1,562 | 95,000 | Vested Jun 1, 2024 | Pro‑rated based on Oct 10, 2023 appointment |
| 2025 Program (policy) | Annual restricted stock | Jun 1, 2024 | — | Target $135,000 value | One‑year vest | Program level disclosure; applies to directors |
| Options | — | — | — | — | — | No stock options granted in FY2025; none held by current non‑employee directors as of May 31, 2025 |
| FY2026 Election | Deferred cash (in lieu of stock) | — | — | — | — | Nolen elected deferred cash instead of annual restricted stock for FY2026 (notional election noted) |
No director performance metrics apply to these awards; equity is time‑based, aligning directors with shareholders via stock value; no dividends on unvested awards.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company directorships | None |
| HCCC interlocks | Company discloses no compensation committee interlocks or insider participation among current HCCC members (Dietrich, Leduc, Lord, Nolen, Pace, Vogel). |
Expertise & Qualifications
- Deep aviation safety and regulatory leadership: former Acting FAA Administrator; led certification and airport SMS reforms.
- Global airline safety operations experience (WestJet, Qantas), industry policy (A4A), and corporate safety at American Airlines.
- Skills mapped by AIR: commercial and military aerospace, services, international business, operations, government contracting, HR, risk management, safety.
Equity Ownership
| As of | Shares Beneficially Owned | % of Shares Outstanding | Stock Units (Deferred) | Notes |
|---|---|---|---|---|
| Jul 22, 2025 | 1,562 | — (not >1%) | 2,198 | Mr. Nolen elected deferred cash in lieu of FY2026 stock award; directors subject to stock ownership guidelines. |
| Stock ownership guidelines | Non‑employee directors must hold 5x annual cash retainer ($475,000) within five years; all directors and NEOs complied as of May 31, 2025. | |||
| Hedging/pledging | Company prohibits short sales, pledging, and hedging transactions. |
Governance Assessment
- Independence and committee fit: Independent director serving on HCCC and ASTC, consistent with his safety/regulatory background; no chair roles, which limits concentrated influence.
- Engagement: Board met 7 times; committees Nolen serves on met 9 times total (HCCC 5; ASTC 4); all directors met ≥75% attendance threshold; independent directors held 10 executive sessions.
- Pay structure and alignment: Standard $95k retainer plus time‑based equity (program rose from $125k to $135k year‑over‑year); no options; equity is one‑year vest, with deferral available.
- Ownership alignment: Stock ownership guideline at 5x retainer with confirmed compliance as of FY2025; prohibits hedging/pledging; Nolen holds 1,562 shares and 2,198 stock units.
- Potential conflicts: Nolen is an executive at Archer Aviation (aerospace). AIR’s related‑person transaction policy requires Board/NGC review for transactions >$120,000; FY2025 proxy discloses only a legacy consulting arrangement with the former CEO (no Nolen/Archer‑related transactions disclosed).
- RED FLAGS / Watch items:
- Election to receive deferred cash in lieu of FY2026 stock award reduces direct equity exposure vs peers taking stock; monitor ongoing alignment.
- No specific individual attendance disclosed beyond ≥75%; continue to track if committee workloads increase.
Overall, Nolen’s FAA leadership and airline safety pedigree strengthen ASTC oversight and add human capital risk perspective to HCCC; compensation and ownership practices are within policy, with one watch‑item on the FY2026 deferred cash election; no related‑party conflicts disclosed.