Michael R. Boyce
AARAbout Michael R. Boyce
Independent director of AAR CORP. (AIR); Age 77; director since 2005; current term: Class I through the 2027 annual meeting. He is Chairman, Chief Executive Officer, and Managing Director of Peak Investments, LLC (2018–present). Former Chairman of the Board (2017–2019) and Chairman & CEO (2005–2017) of PQ Corporation; previously held senior executive roles at global industrial chemical companies. Designated independent by the Board under NYSE/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peak Investments, LLC | Chairman, CEO & Managing Director | 2018–present | Operating/acquisitions leadership |
| PQ Corporation | Chairman of the Board (retired) | 2017–2019 | Led specialty chemicals/catalyst company |
| PQ Corporation | Chairman & CEO | 2005–2017 | Global manufacturing/supply chain oversight |
| Various industrial chemical companies (global) | Senior executive roles | Not specified (prior to 2005) | International management, M&A, operations |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships |
| Stepan Company | Director (prior 5 years) | Not specified | Past public board within last 5 years |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent; Board affirmed 11 of 12 directors are independent (except CEO). Board explicitly reviewed tenure effects and concluded longer-tenured directors remain independent. |
| Board/Committee attendance | Board met 7 times in FY2025; all directors attended ≥75% of Board and committee meetings on which they served. Independent directors held 10 executive sessions. |
| Years of service | Director since 2005 (Class I; term ends 2027). |
| Committee memberships (FY2025) | Nominating & Governance (member); Audit (member); Aviation Safety & Training (member). Not on Human Capital & Compensation; not on Executive Committee. |
| Committee chair roles | None. Committee chairs are Edwards (NGC), Walfish (Audit), McNabb (ASTC), Vogel (HCCC). |
| Financial expertise | Audit Committee identified Boyce as an “audit committee financial expert.” |
| Committee workloads (FY2025 meetings) | Nominating & Governance (4); Audit (4); Aviation Safety & Training (4); Executive Committee (0). |
Fixed Compensation (Director)
| Component | FY2025 Amount |
|---|---|
| Annual cash retainer | $95,000 |
| Committee chair/lead fees | $0 (not a chair/lead) |
| All other compensation | $6,933 (annual physical, life insurance, related reimbursements) |
| Total cash/other | $101,933 |
| Annual equity grant (time-based RS) – grant-date value | $134,952 |
| Total director compensation | $236,885 |
| Program features | No meeting fees; director comp capped at $500,000/year; ability to defer fees/equity via Directors’ Deferred Compensation Plan. |
Performance Compensation (Director Equity)
Non-employee director equity is time-based restricted stock (no performance metrics). No options granted or outstanding for current non-employee directors in FY2025.
| Grant date | Instrument | Shares | Vesting | Grant-date fair value |
|---|---|---|---|---|
| Jun 1, 2024 | Time-based restricted stock | 1,901 | Vested Jun 1, 2025 (1-year) | $134,952 |
Note: Director equity is time-based; performance metrics apply to executives, not directors.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | None |
| Prior public boards (last 5 years) | Stepan Company |
| Related party transactions | No related person transactions involving Boyce disclosed; Board disclosed only a consulting agreement with former CEO David Storch (ended Sept 17, 2024). |
| Conflicts policy | Nominating & Governance Committee reviews related person transactions >$120,000; director independence and conflicts evaluated annually. |
Expertise & Qualifications
- CEO/operator with extensive international manufacturing, supply chain, and M&A experience; insight into global manufacturing, supply and distribution practices.
- Finance, corporate governance, and risk management credentials; designated audit committee financial expert.
- Safety oversight experience via Aviation Safety & Training Committee.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 119,539 shares |
| Stock units (deferred) | 0 |
| Indirect holdings | Includes 20,000 shares via Maverick Investors Limited Partnership (family partnership; Boyce is a general partner). |
| Ownership guidelines | Non-employee directors must hold 5x cash retainer ($475,000) within five years; all directors were in compliance as of May 31, 2025. |
| Hedging/pledging | Company prohibits short sales, pledging, hedging for directors/officers (except cashless option exercise). |
Governance Assessment
-
Positives
- Independent, long-tenured director with deep operating and M&A experience; significant committee responsibilities across governance, audit, and aviation safety.
- Identified as an audit committee financial expert, bolstering financial oversight.
- Strong alignment: meaningful share ownership; directors comply with robust stock ownership guidelines; prohibition on hedging/pledging.
- Solid engagement: Board-wide ≥75% attendance; independent directors met in 10 executive sessions; his committees each met 4 times.
- Director compensation structure is moderate, equity-based, and capped; no meeting fees; ability to defer supports long-term alignment.
-
Watch items
- Long tenure (since 2005) and age (77) can draw investor scrutiny; Board explicitly re-assessed tenure/independence and affirmed independence of longer-tenured directors.
- External role leading a private investment firm (Peak Investments) warrants ongoing monitoring, though no related-party transactions or conflicts were disclosed.
-
No red flags observed
- No related-party transactions involving Boyce disclosed; no director option repricing; no tax gross-ups; hedging/pledging prohibited.