Hema Widhani
AARAbout Hema Widhani
Hema Widhani (age 47) was appointed as an independent director of AAR CORP. (AIR) on March 18, 2025; she is a Class I director with a term expiring at the 2027 annual meeting. Her background centers on digital customer experience, data/AI, and marketing leadership at major financial services firms, including leading Generative AI initiatives at Prudential Financial; she currently serves as Principal and Chief Experience, Brand and Marketing Officer at Edward Jones (since June 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edward Jones | Principal and Chief Experience, Brand and Marketing Officer | Jun 2025 – Present | Senior leadership at a leading financial services firm |
| Prudential Financial, Inc. | Chief Marketing and Digital Officer | 2023 – Jun 2025 | Led several Generative AI initiatives for global insurance/retirement business |
| Prudential Financial, Inc. | Chief Customer Officer | 2019 – 2023 | Digital transformations and customer experience leadership |
| Prudential Financial, Inc. | Digital Product and Direct-to-Consumer Marketing Officer | 2015 – 2019 | Data, digital product, direct-to-consumer marketing |
| E*Trade; Citibank/Citicards; WPP Group | Various digital/data/customer-focused roles | Not disclosed | Global marketing/IT/innovation experience |
External Roles
| Category | Company/Institution | Role | Tenure/Notes |
|---|---|---|---|
| Public company boards | None | — | No other public company directorships |
Board Governance
- Independence: Determined independent by the Board in July 2025; AIR’s board has 11 of 12 independent directors (Holmes is the sole non-independent) .
- Committees: Not yet appointed to board committees as of the 2025 proxy; listed without committee assignments in the board matrix .
- Attendance: The Board held 7 meetings in FY2025; all current directors attended at least 75% of meetings. Widhani joined March 18, 2025 (her compensation was pro-rated), indicating partial-year participation .
- Executive sessions: Independent directors met in executive session 10 times in FY2025 .
- Tenure/Term: Director since 2025; Class I term ends at the 2027 annual meeting .
Fixed Compensation
| Metric (FY2025) | Amount |
|---|---|
| Fees earned or paid in cash ($) | $19,361 |
| Annual director cash retainer program (reference) | $95,000 |
| Committee chair fees (if applicable) | — (none for Widhani in FY2025) |
| Lead independent director fee (if applicable) | — (not applicable) |
| All other compensation ($) | — (none disclosed for Widhani) |
| Total ($) | $41,253 |
Notes: AIR’s non-employee director program includes cash retainers and an annual restricted stock grant with $135,000 grant-date value (vesting after one year); retainers are paid quarterly. Cap on total annual director compensation is $500,000 to mitigate self-approval conflicts .
Performance Compensation
| Equity Element | Grant Details | Vesting | Performance Metrics |
|---|---|---|---|
| Time-based restricted stock (FY2025) | 391 shares; grant-date fair value $21,892 (pro-rated) | Vested June 1, 2025; Widhani elected to defer the stock award | None; director equity is time-based (no performance conditions) |
| Stock options | None granted to directors in FY2025 | — | — |
Program reference for non-employee directors: Annual restricted stock award sized at $135,000 grant-date value with one-year vest; no performance conditions for director equity . Widhani’s smaller grant reflects mid-year appointment and pro-ration .
Other Directorships & Interlocks
| Indicator | Disclosure |
|---|---|
| Other public company directorships | None |
| Executive role at other company | Edward Jones executive (Principal & Chief Experience, Brand and Marketing Officer) |
| Related-party transactions (AIR) | Board policy requires review/approval >$120k; FY2025 disclosed consulting agreement with former CEO (ended Sep 17, 2024); no related-party transactions disclosed involving Widhani |
Expertise & Qualifications
- Digital customer experience; IT/cyber/innovation; data analytics; AI/Generative AI leadership; international marketing; risk management .
- Skills matrix attributes include finance, services, international business, sales/marketing, operating, IT/cyber/innovation, risk management .
Equity Ownership
| Ownership Metric (as of Jul 22, 2025 unless noted) | Amount |
|---|---|
| Shares beneficially owned | — (none listed) |
| Percent of shares outstanding | — (only disclosed if >1%; not applicable) |
| Stock units (deferred) | 2,589 units (Director Plan) |
| Director stock ownership guidelines | 5x annual cash retainer ($475,000) within five years of joining board |
| Compliance status | All directors complied with ownership requirements as of May 31, 2025 (includes directors with deferral/retention requirements) |
| Hedging/pledging policy | Prohibits short sales, hedging, and pledging of Company securities (with limited exception for cashless option exercises) |
Governance Assessment
- Board effectiveness: Widhani brings modern digital/AI expertise that complements AIR’s technology and cybersecurity oversight (Audit Committee oversees cybersecurity) and human capital/innovation themes; her addition is part of active board refreshment over the last three years .
- Independence & conflicts: Independent status confirmed; no related-person transactions disclosed for her; strong related-party policy and annual independence reviews mitigate conflict risk .
- Engagement & attendance: FY2025 board met 7 times with robust independent executive sessions (10); she joined mid-year and director attendance meets policy thresholds, supporting investor confidence in oversight .
- Compensation & alignment: Modest, pro-rated cash fees and time-based equity (with deferral election) align director interests with shareholders; capped director pay and ownership guidelines (5x retainer) further support alignment; no options or performance pay for directors reduces pay-for-performance complexity but is standard for independent directors .
- RED FLAGS: None identified specific to Widhani — no disclosed related-party transactions, hedging/pledging prohibited, and independence affirmed. Note that she had no committee assignments yet as of the proxy (common for recent appointees), which temporarily limits direct committee-level influence .