John W. Dietrich
AARAbout John W. Dietrich
John W. Dietrich, age 60, is an independent director of AAR CORP. (AIR) serving since 2023; he is Executive Vice President and Chief Financial Officer of FedEx Corporation and formerly CEO of Atlas Air Worldwide Holdings, Inc. . His board tenure at AIR is two years (Class III, term expiring 2026) with committee service on Human Capital & Compensation, Audit, and Aviation Safety & Training . The Board determined in July 2025 that all directors except the CEO are independent, which includes Dietrich .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlas Air Worldwide Holdings, Inc. | President, CEO, and Director | 2020–2023 | Led one of the world’s largest airfreight operators; expertise in operations, supply chain, risk |
| Atlas Air Worldwide Holdings, Inc. | President & COO | 2019–2020 | Operational leadership across global aviation services |
| Atlas Air Worldwide Holdings, Inc. | EVP & COO | 2006–2019 | Oversaw operations; commercial/government aircraft services |
| Atlas Air Worldwide Holdings, Inc. | SVP, GC & Corporate Secretary; Associate GC | 1999–2006 | Legal, HR, communications leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FedEx Corporation | Executive Vice President & Chief Financial Officer | 2023–present | Global transportation, e-commerce, business services |
| First Horizon Corp. | Director | Current | Other public company directorship |
| Atlas Air Worldwide Holdings, Inc. | Director | Within past five years | Prior public company board service |
Board Governance
| Item | Detail |
|---|---|
| AIR Board class and term | Class III; term expires at 2026 annual meeting |
| Committees | Human Capital & Compensation (member); Audit (member; Audit Committee financial expert); Aviation Safety & Training (member) |
| Committee meeting cadence (FY25) | HCCC: 5; Audit: 4; ASTC: 4 meetings |
| Board meeting attendance (FY25) | All directors attended ≥75% of Board and committee meetings |
| Independence | Board affirmed 11 of 12 directors independent (Dietrich independent) |
| Executive sessions | Independent directors met in executive session 10 times in FY25 |
| Lead Independent Director | Marc J. Walfish; Board maintains executive sessions and independent oversight |
Fixed Compensation
| Component (FY25) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 95,000 | Non-employee director retainer |
| Committee chair fees | 0 | Not a chair; chair fees are $15,000 (non-Audit) or $20,000 (Audit) |
| Lead Independent Director fee | 0 | Not applicable |
| All other compensation | 1,865 | Physical program, insurance reimbursements |
| Total cash & other | 96,865 | Sum of retainer and other |
Year-over-year:
| Component | FY2024 ($) | FY2025 ($) | Change ($) |
|---|---|---|---|
| Cash fees | 95,000 | 95,000 | 0 |
| Stock awards (grant-date fair value) | 125,000 | 134,952 | +9,952 |
| All other compensation | 1,865 | 1,865 | 0 |
| Total | 221,865 | 231,817 | +9,952 |
Performance Compensation
| Equity Award | Shares | Grant Date | Vest Date | Grant-Date Fair Value ($) | Structure |
|---|---|---|---|---|---|
| Time-based restricted stock | 1,901 | 06-01-2024 | 06-01-2025 | 134,952 | Annual director grant; vests after one year |
Performance metrics tied to director compensation: None disclosed; director equity is time-based only (no TSR/ROIC metrics for directors) .
Other Directorships & Interlocks
| Company | Relationship to AIR | Potential Interlock/Conflict Considerations |
|---|---|---|
| First Horizon Corp. | Unrelated financial institution | No AIR-related transactions disclosed |
| FedEx Corporation | Potential customer/supplier in aviation logistics | Dietrich’s CFO role at FedEx could create related-party exposure if AIR transacts with FedEx; AIR’s Nominating & Governance Committee reviews and must approve any related person transactions >$120,000; none disclosed involving Dietrich |
| Atlas Air Worldwide Holdings, Inc. | Prior public board service | No current AIR-related transactions disclosed |
Expertise & Qualifications
- CEO and CFO experience; finance and accounting depth; commercial and military aerospace; operations, supply chain, M&A; government contracting; HR and risk management; corporate governance and safety .
- Audit Committee financial expert designation (Dietrich among members recognized) .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Stock Units | Notes |
|---|---|---|---|---|
| John W. Dietrich | 7,062 | — | — | Includes any unvested restricted stock; no options held by non-employee directors as of 05-31-2025 |
Director ownership alignment:
- Stock ownership guidelines: Non-employee directors must hold 5x annual cash retainer ($475,000) within five years of joining; all directors were compliant as of May 31, 2025 .
- Anti-hedging/anti-pledging: Company prohibits short sales, pledging and hedging of company securities (except cashless option exercise) .
Governance Assessment
- Strengths: Independent status; deep aviation operations and finance expertise; service on HCCC, Audit (as financial expert), and ASTC strengthens board effectiveness in compensation, financial reporting, and safety oversight . Consistent attendance; robust independent director executive sessions support candid oversight .
- Incentive alignment: Director pay mix is modest cash plus time-based equity; annual grant (FY25: $135k) increased vs FY24 ($125k) in line with program changes; compensation is capped at $500k to mitigate self-compensation risks .
- Conflicts monitoring: As FedEx CFO, any material AIR–FedEx transactions would be reviewed under Related Person Transaction Policy by NGC; no such transactions disclosed for Dietrich, and Board affirmed independence in July 2025 .
- Red flags: None disclosed specific to Dietrich. Company-wide prohibitions on pledging/hedging, presence of clawbacks, and independent consultant (Semler Brossy) with no conflicts bolster investor confidence .
Overall: Dietrich’s aviation operating pedigree and finance acumen add material value across Audit, compensation, and safety oversight. Independence, attendance, and ownership guideline compliance support board effectiveness; potential related-party exposure from FedEx appears well-governed via AIR’s policy framework and current disclosures show no transactions involving him .