Jeffrey N. Edwards
AARAbout Jeffrey N. Edwards
Independent director at AAR CORP. (AIR) since 2024; age 64. Edwards brings 40+ years of finance, capital markets, and corporate governance experience, including Vice Chairman and CFO roles at Merrill Lynch and leadership at New Vernon Capital. He chairs the Nominating and Governance Committee and serves on the Audit and Executive Committees; the Board designates him an “audit committee financial expert.” He is independent and also serves on two S&P 500 boards: American Water Works Company, Inc. and Raymond James Financial, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Vernon Capital | Partner and Vice Chairman (formerly COO) | Vice Chairman/Partner 2024–present; COO 2009–2024 | Investment advisory leadership; business growth and capital markets expertise |
| Merrill Lynch & Co. | Vice Chairman; Chief Financial Officer; senior capital markets roles | CFO 2005–2007; Vice Chairman 2007–2009; 24 years at firm | Finance, capital markets, equity and investment banking leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| American Water Works Company, Inc. | Director | Current | S&P 500 board |
| Raymond James Financial, Inc. | Director | Current | S&P 500 board |
Board Governance
- Board class/term: Class II; term expired at 2025 annual meeting (director since 2024). Committees: Nominating & Governance (Chair), Audit, Executive. Independent director.
- Audit Committee: Member; designated “audit committee financial expert.” Audit Committee held 4 meetings in FY25; Audit letter lists Edwards as a signatory member.
- Nominating & Governance Committee: Chair; committee held 4 meetings in FY25 and oversees board composition, independence screening, and related person transactions. Edwards became NGC Chair on September 17, 2024 (prorated chair retainer paid).
- Executive Committee: Member; did not meet during FY25.
- Attendance and engagement: The Board held 7 meetings in FY25; all directors attended at least 75% of Board and committee meetings and all directors attended the 2024 annual meeting.
- Independence: 11 of 12 directors are independent; Board annually affirms independence under categorical standards (NYSE/SEC).
- Governance practices: Executive sessions of independent directors; stock ownership guidelines; independent compensation consultant; related person transaction policy; majority voting in uncontested elections.
Fixed Compensation (Director)
| Compensation Element | AIR Program (FY25) | Edwards Actual FY25 |
|---|---|---|
| Annual director retainer (cash) | $95,000 | $95,000 cash retainer |
| Committee Chair fee | $15,000 (other committees); $20,000 (Audit Chair) | $10,591 (prorated NGC Chair from 9/17/2024) |
| Lead Independent Director fee | $30,000 | — |
| Equity (annual grant) | $135,000 grant-date value, time-based restricted stock, 1-year vest | $134,952 grant-date fair value (1,901 shares) |
| Meeting fees | Not disclosed (retainer-based) | Not disclosed (N/A) |
| Other compensation/perqs | Annual physical, travel reimbursement, term life insurance | $0 for Edwards in “All other” column |
| Total (cash + equity + other) | Capped at $500,000 by plan | $240,543 total ($105,591 cash; $134,952 equity) |
Notes:
- Director compensation is reviewed annually; non-employee director comp is capped at $500,000 per fiscal year (cash + equity).
Performance Compensation (Director)
| Equity Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Time-based restricted stock (annual) | June 1, 2024 | 1,901 | $134,952 | Vested June 1, 2025 (1-year time-based) | No options granted to directors in FY25; no current non-employee director held options as of 5/31/2025 |
- Directors do not have performance-metric-based equity; awards are time-based only. No stock options granted to directors in FY25.
Other Directorships & Interlocks
| Company | Relationship to AIR | Interlock/Related Party Notes |
|---|---|---|
| American Water Works Company, Inc. | None disclosed | No related person transactions disclosed involving Edwards at AIR. NGC reviews/approves RPTs >$120,000. |
| Raymond James Financial, Inc. | None disclosed | No related person transactions disclosed involving Edwards at AIR. |
- Only related-person transaction disclosed in FY25 proxy was a consulting agreement with former CEO David Storch, which ended September 17, 2024; no Edwards-related transactions disclosed.
Expertise & Qualifications
- Finance, accounting, capital markets, M&A, risk management, corporate governance; international business; sales & marketing; operating experience.
- Audit Committee Financial Expert (SEC definition).
- Current director of two S&P 500 companies, adding large-cap governance perspective.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Stock Units | Pledged |
|---|---|---|---|---|
| Jeffrey N. Edwards | 4,591 | — (<1%) | — | None of the shares shown for listed individuals are pledged |
Ownership alignment and policy:
- Director ownership guideline: 5x annual cash retainer ($95,000) = $475,000 within five years of joining the Board; as of May 31, 2025, all directors complied with the stock ownership requirements.
- Prohibition on short sales, pledging and hedging applies to directors and executive officers.
Governance Assessment
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Strengths
- Independent director; designated Audit Committee financial expert; serves on Audit while chairing Nominating & Governance (strong governance oversight and independence credentials).
- Solid engagement: Board met 7 times; all directors ≥75% attendance; attended 2024 annual meeting.
- Compensation alignment: Balanced cash/equity mix; equity via time-based RS promotes ongoing alignment; no option grants to directors; program cap at $500,000 limits excess.
- Ownership alignment: Robust director ownership guideline ($475k), with compliance reported as of FY-end; hedging/pledging prohibited.
- Conflicts oversight: As NGC Chair, Edwards oversees independence screening and related person transactions under a written policy; no Edwards-related RPTs disclosed.
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Watch items
- External financial services directorship (Raymond James) could warrant monitoring if AIR engages that firm for capital markets work; no such related-person transaction disclosed in FY25 proxy.
- Short AIR board tenure (since 2024) limits long-term track record at AIR; however, Board is actively refreshed and maintains majority independence.
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Overall: Edwards’ finance and governance depth, committee leadership, and compliance with ownership standards support investor confidence; no disclosed conflicts or red flags tied to his service at AIR.