Ellen M. Lord
AARAbout Ellen M. Lord
Independent director at AAR CORP. (AIR) since 2021; age 65. Former Under Secretary of Defense for Acquisition & Sustainment (2017–2021) and President & CEO of Textron Systems (2012–2017), bringing deep defense procurement, logistics, and aerospace expertise. Current public company boards include Parsons Corporation and SES S.A.; prior five‑year service includes Comtech Telecommunications Corp. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Under Secretary of Defense for Acquisition & Sustainment | 2017–2021 | Led acquisition, contract administration, logistics, environmental matters; strategic planning and risk oversight at scale . |
| Textron Systems | President & Chief Executive Officer | 2012–2017 | Ran multi‑billion defense/aerospace business; operations, manufacturing, M&A, government contracting leadership . |
| Textron Systems & related | Senior leadership positions | Pre‑2012 | Broad operating, supply chain, and technology roles supporting aerospace/defense programs . |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Parsons Corporation | Director | Current | Public company board; defense/infra exposure . |
| SES S.A. | Director | Current | Public company board (satellite operator) . |
| Comtech Telecommunications Corp. | Director | Past 5 years | Former public company director . |
Board Governance
- Independence: The Board determined in July 2025 that all directors except the CEO are independent; Ms. Lord is classified as “Independent Director” .
- Committee assignments (AIR): Nominating & Governance; Human Capital & Compensation; Aviation Safety & Training (member, not chair) .
- Committee engagement (FY25 meeting cadence): Nominating & Governance (4); Human Capital & Compensation (5); Aviation Safety & Training (4) .
- Attendance: Board held 7 meetings in FY25; all directors attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors met separately on 10 occasions in FY25, led by the Lead Independent Director .
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Cash retainer | $95,000 | $95,000 |
| Committee chair fees | None (not a chair) | None (not a chair) |
| Lead director premium | N/A | N/A |
| All other compensation (insurance, annual physical/travel) | $15,406 | $11,251 |
| Total cash + other | $110,406 | $106,251 |
Program parameters (Board‑wide): Non‑employee director annual cash retainer $95,000; Audit Chair $20,000; other committee chairs $15,000; Lead Independent Director $30,000; annual restricted stock grant $135,000 (effective June 1, 2024; one‑year vest) . Cap on director pay of $500,000 per year to limit conflicts .
Performance Compensation
Directors receive time‑based restricted stock (no performance conditions). Details for Ms. Lord:
| Equity element | Grant date | Shares | Grant date fair value | Vesting |
|---|---|---|---|---|
| Annual RS (FY2024 program) | 2023‑06‑01 | 2,426 | $125,000 | 2024‑06‑01 (1‑year) |
| Annual RS (FY2025 program) | 2024‑06‑01 | 1,901 | $134,952 | 2025‑06‑01 (1‑year) |
| Stock options | — | — | — | None granted to directors in FY2024–FY2025 |
Notes: Director equity is purely time‑vested and intended for alignment and retention; no PSU metrics apply to director grants .
Other Directorships & Interlocks
| External board | Potential interlock with AIR stakeholders | Observations |
|---|---|---|
| Parsons Corporation | Defense market adjacency | No AIR related‑person transactions disclosed involving Ms. Lord; policy requires disclosure of >$120k transactions; only disclosed related‑party item involved former CEO’s consulting agreement . |
| SES S.A. | Satellite/telecom | No related‑party disclosures regarding Ms. Lord . |
| Comtech Telecommunications (past 5 yrs) | Telecom/defense | No related‑party disclosures regarding Ms. Lord . |
Expertise & Qualifications
- CEO/operator experience in defense/aerospace; procurement, contract administration, logistics, environmental matters .
- Government contracting, manufacturing, supply chain & risk management; information technology/cyber/innovation; safety .
- International business and M&A credentials from Textron roles .
Equity Ownership
| Holder | Shares beneficially owned | % of outstanding | Stock units |
|---|---|---|---|
| Ellen M. Lord | 13,032 | <1% (not listed at or above 1%) | — |
- Stock ownership guidelines (FY25): Directors must hold stock equal to 5× annual cash retainer ($475,000) within five years; all directors and named executive officers complied as of May 31, 2025 .
- Anti‑hedging/pledging: Prohibition on short sales, pledging, and hedging of Company stock by directors/officers (except cashless option exercises) .
Governance Assessment
- Strengths: Independent status; multi‑committee service (Nominating, Compensation, Safety); strong attendance; meaningful aerospace/defense procurement and safety expertise aligned with AIR’s risk profile and Aviation Safety oversight; director equity grants with ownership guidelines supporting alignment; anti‑hedging/pledging controls .
- Pay governance context: AIR’s say‑on‑pay support historically strong (e.g., ~98.5% in 2023) following program enhancements emphasizing performance‑based pay for executives; indicates responsive compensation oversight by the Committee Ms. Lord serves on .
- Related‑party/conflicts: No related‑party transactions disclosed involving Ms. Lord; Board policy mandates review/approval of >$120k related‑person transactions, with strict recusal and fairness criteria .
RED FLAGS
- None disclosed specific to Ms. Lord: no attendance shortfalls, no hedging/pledging, no related‑party transactions; director compensation within plan cap .