Jennifer L. Vogel
AARAbout Jennifer L. Vogel
Jennifer L. Vogel (age 63) has served on AAR CORP.’s Board since 2016 and is an independent director with deep legal, governance, airline, and compliance experience; she previously was SVP, General Counsel, Secretary, and Chief Compliance Officer at Continental Airlines and co-founded InVista Advisors, an advisory firm focused on legal department effectiveness and risk management . She currently chairs AAR’s Human Capital and Compensation Committee and serves on the Nominating & Governance Committee and Executive Committee; the Board’s July 2025 independence review affirmed she is independent . She also serves on the board of Sun Country Airlines Holdings, Inc., including as Chair of the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Airlines, Inc. | SVP, General Counsel, Secretary, and Chief Compliance Officer | 2003–2010 | Led legal, ethics/compliance, M&A and regulatory matters |
| InVista Advisors | Co-founder and Owner | 2012–2020 | Advisory on legal department effectiveness, leadership, compliance, crisis readiness, risk management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sun Country Airlines Holdings, Inc. | Director; Chair of the Board | Current | Aviation industry board leadership; cited as Chair |
Board Governance
- Current AAR Committees: Chair – Human Capital & Compensation Committee; Member – Nominating & Governance Committee; Member – Executive Committee .
- Independence: Board determined 11 of 12 directors are independent (all except CEO); independence determinations include tenure considerations; Vogel is independent .
- Attendance: Board held 7 meetings in FY2025; all directors attended at least 75% of Board and relevant committee meetings; independent directors met in executive session 10 times in FY2025 .
- Committee activity: HCCC held 5 meetings; NGC held 4; Executive Committee did not meet in FY2025 .
- Lead Independent Director: Marc J. Walfish; Board highlights confirm LID role and committee structure .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual Board retainer (cash) | $95,000 | $95,000 |
| Committee chair fee (cash, HCCC) | $23,949 (includes proration from compensation structure change) | $15,000 |
| Lead Independent Director fee (if applicable) | N/A for Vogel | N/A for Vogel |
| Total cash fees | $118,949 | $110,000 |
Performance Compensation
| Equity Grant Detail | FY2024 | FY2025 |
|---|---|---|
| Annual restricted stock grant (time-based) – shares | 2,426 shares | 1,901 shares |
| Grant date fair value | $125,000 | $134,952 |
| Grant effective date | June 1, 2023 | June 1, 2024 |
| Vesting date | June 1, 2024 | June 1, 2025 |
| Program terms | Non-employee directors: annual restricted stock grant; one-year vesting; no options granted to directors | Non-employee directors: annual restricted stock grant; one-year vesting; no options granted to directors |
Notes: Director equity is time-based RS; AAR’s director compensation program consists of cash retainers plus annual restricted stock, with a non-employee director cap of $500,000 to mitigate conflicts from self-setting compensation .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Comment |
|---|---|---|
| Sun Country Airlines Holdings, Inc. | Director; Chair of the Board | AAR provides aftermarket solutions to commercial airlines globally, creating potential information-flow interlock with a current airline board; related person transactions are reviewed under policy and some board-service-derived interests are pre-approved . |
Expertise & Qualifications
- Skills/Qualifications: Commercial aerospace; services; international business; M&A; government contracting; human resources; risk management; corporate governance; safety .
- Governance leadership: HCCC Chair; signed the HCCC report recommending inclusion of CD&A in proxy (core accountability role) .
- Compensation oversight infrastructure: Independent consultant (Semler Brossy) supports HCCC; committee practices emphasize performance-based pay, clawbacks, no tax gross-ups; prohibition on hedging/pledging/short sales .
Equity Ownership
| Ownership Detail | As of July 25, 2024 | As of July 22, 2025 |
|---|---|---|
| Shares beneficially owned | 27,772 | 29,970 |
| Percent of shares outstanding | Not ≥1% (N/A) | Not ≥1% (N/A) |
| Stock units (deferred) | None shown | None shown |
| Options exercisable (within 60 days) | Not applicable for director table note; option detail provided for executives only | Not applicable for director table note; option detail provided for executives only |
| Shares pledged | None of the shares shown in 2024 table are pledged | No pledge note provided in 2025 table; company prohibits pledging by policy |
| Director stock ownership guideline | FY2024: Lesser of $410,000 market value or 20,000 shares (within 4 years); all directors complied as of May 31, 2024 | FY2025: 5x annual cash retainer ($95,000) = $475,000 (within 5 years); all directors complied as of May 31, 2025 |
Governance Assessment
- Board effectiveness: Vogel’s chair role on HCCC, active meeting cadence (5x in FY2025), and the committee’s report signature signal strong engagement and accountability over executive pay and human capital, supported by independent consultant Semler Brossy .
- Independence and attendance: Affirmed independent; Board-wide attendance ≥75% and robust executive-session practice (10 sessions) support oversight quality .
- Ownership alignment: Personal share ownership increased YoY (27,772 to 29,970) and compliance with tightened FY2025 director ownership guidelines (5x retainer) enhances alignment; policy prohibits pledging and hedging, reducing misalignment risk .
- Compensation structure (director): Balanced cash retainer plus one-year RS awards; total FY2025 director compensation for Vogel was $244,952, consistent with program design and well below the $500,000 cap, mitigating self-compensation risk .
- Potential conflicts: As Sun Country Chair, there is potential information-flow interlock with a current/potential airline customer; mitigants include formal Related Person Transaction Policy overseen by NGC and categorical independence standards; no director (other than CEO) deemed to have material relationship in July 2025 .
- Pay oversight signals: HCCC design emphasizes performance metrics (EPS, working capital turns; ROIC; adjusted income; relative TSR) and clawback adoption aligned with SEC/NYSE rules, supporting investor confidence in pay-for-performance discipline under Vogel’s chairship .
RED FLAGS
- Customer interlock potential: Board role as Chair at Sun Country (airline) alongside AAR’s core commercial airline customer base creates potential interlock risk; ongoing NGC oversight of related transactions and categorical independence determinations help mitigate .
Additional governance context: The Board enforces anti-hedging and anti-pledging policies, majority voting, annual say-on-pay, and director ownership/retention guidelines, with active stockholder engagement, strengthening governance quality .