Duncan J. McNabb
AARAbout Duncan J. McNabb
Independent director since 2017 (Class III; term expires 2026), age 73, and current Chair of the Aviation Safety & Training Committee; member of the Nominating & Governance Committee and Executive Committee . Retired U.S. Air Force General with 37 years of service, former Commander of U.S. Transportation Command (single manager for DoD global air/land/sea transportation), with deep expertise in government resourcing, strategic planning, operations, supply chain/logistics, government contracting, risk management, corporate governance, and safety . The Board has affirmed his independence (11 of 12 directors independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Transportation Command (US TRANSCOM) | Commander; responsible for DoD global air/land/sea transportation | Not disclosed | Strategic mobility, end-to-end logistics oversight to Chairman JCS and Secretary of Defense |
| U.S. Air Mobility Command; U.S. Air Force | 33rd Vice Chief of Staff; former Commander, Air Mobility Command; Director for Logistics (Joint Staff); Deputy Chief of Staff for Plans & Programs | Not disclosed | Led strategic planning/operations; oversight of Air Force programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ares Mobility Solutions Inc. (private) | Co-Founder and Managing Partner | 2011 – present | Privately held logistics business |
Board Governance
- Current AIR board roles: Chair, Aviation Safety & Training Committee; Member, Nominating & Governance; Member, Executive Committee .
- Committee activity: Aviation Safety & Training met 4 times in FY2025; Nominating & Governance met 4 times; Executive Committee did not meet .
- Attendance: Board held 7 meetings in FY2025; all current directors attended at least 75% of Board and committee meetings of which they were members .
- Independence: Board determined in July 2025 that all directors except the CEO are independent; McNabb is independent .
- Safety oversight scope (as Chair): monitors safety policies and processes, FAA Voluntary Disclosure program, regulatory findings/corrective actions, safety training, safety management system, and injury/aircraft damage reporting .
- Governance scope (as N&G member): oversees Board composition/evaluations, CEO performance evaluation with HCCC and Lead Director, related person transactions review, governance guidelines, director independence, and sustainability oversight; 4 meetings in FY2025 .
Fixed Compensation (Director – FY2025)
| Component | Amount | Detail |
|---|---|---|
| Annual retainer (cash) | $95,000 | Standard non-employee director annual retainer |
| Committee chair fee | $15,000 | “All other” committee chair retainer; applies to Aviation Safety & Training chair |
| Cash fees paid (total) | $110,000 | 95,000 + 15,000 per FY2025 cash fee breakdown |
| All other compensation | $10,687 | Annual physical program, related reimbursements, term life insurance cost |
| Total (FY2025) | $255,639 | Sum of cash, stock award value, and other comp |
Performance Compensation (Director – FY2025)
| Element | Grant details | Vesting | Amount/Value | Notes |
|---|---|---|---|---|
| Annual restricted stock (time-based) | 1,901 shares granted 6/1/2024 | Vested 6/1/2025 (1-year) | $134,952 grant date fair value | Non-employee director standard award; McNabb elected to defer stock award |
| Options | None granted | — | — | No stock options granted to directors in FY2025 |
| Performance metrics | None (time-based RS only) | — | — | Director equity not tied to performance metrics |
Director compensation program (FY2025) reference:
- Non-employee director annual retainer: $95,000; Lead Independent Director retainer: $30,000; Audit Chair: $20,000; all other Committee Chairs: $15,000; annual restricted stock award targeted at $135,000 grant-date value (one-year vesting) .
Other Directorships & Interlocks
| Company | Status | Role | Tenure/Notes |
|---|---|---|---|
| Atlas Air Worldwide Holdings, Inc. | Prior 5 years | Director and Chairman (former) | Listed as prior public directorship within past five years |
| Other current public company boards | None | — | As disclosed in AIR 2025 proxy |
- Related party transactions: AIR discloses its Related Person Transaction Policy and one transaction (with former CEO Storch); no related person transactions involving McNabb are disclosed .
Expertise & Qualifications
- Government resourcing/affairs at the highest levels; strategic planning, operations, supply chain/logistics; government contracting; risk management; corporate governance; safety .
- Prior oversight of DoD end-to-end supply chain and global transportation/logistics (US TRANSCOM) .
Equity Ownership
| Item | Value | As of / Notes |
|---|---|---|
| Shares beneficially owned | 8,392 | As of July 22, 2025 |
| Stock units (deferred) | 21,977 | Under Director Deferred Compensation Plan |
| % of shares outstanding | Not >1% | Percent column blank unless >1%; 35,964,153 shares outstanding |
| Ownership guidelines | 5x annual cash retainer ($475,000) within 5 years for non-employee directors | Guideline level for directors |
| Compliance status | All directors complied as of May 31, 2025 | Company statement of compliance |
| Anti-hedging/pledging policy | Prohibits short sales, options, margining, hedging, pledging/hypothecation (except cashless option exercise) | Applies to directors, officers, employees |
Governance Assessment
- Strengths: Independent director with deep aerospace/defense logistics and safety expertise; chairs the Aviation Safety & Training Committee with defined oversight of safety systems and regulatory interfaces (4 meetings in FY2025), and serves on Nominating & Governance and Executive Committees, supporting risk, safety, governance, and succession oversight . Alignment is reinforced by mandatory equity (time-based RS) and a strong anti-hedging/anti-pledging policy; directors meet a 5x retainer ownership guideline and the company states all directors were compliant as of FY2025 year-end .
- Pay structure: FY2025 cash fees of $110,000 plus $134,952 time-based RS; no options; equity vests in one year and can be deferred (McNabb deferred), balancing alignment and liquidity management without performance metrics that could bias oversight .
- Conflicts/Red flags: No related person transactions disclosed for McNabb; insider policy bans pledging/hedging; Board affirmed independence in July 2025; attendance threshold met (≥75% across Board/committees; 7 total Board meetings) .
- Watch items: Director equity is time-based, not performance-based; however, for non-employee directors this is standard market practice and AIR caps total director compensation at $500,000 to mitigate self-approval risk .
RED FLAGS: None disclosed regarding related party transactions, hedging/pledging, option repricing, or low attendance for McNabb .
Appendices
Director Compensation – FY2024 (for context)
| Metric | FY2024 |
|---|---|
| Cash fees (incl. chair fees) | $121,250 |
| Stock awards (grant-date value) | $125,000; time-based RS; McNabb deferred entire stock award; RS granted 6/1/2023, vested 6/1/2024 |
| Options | None |
| All other compensation | $6,700 |
This shows modest YoY increase in equity value from $125,000 (FY2024) to $134,952 (FY2025) and normalization of chair retainer to $15,000 under the standard FY2025 program .