Peter Pace
AARAbout Peter Pace
Peter Pace is an independent director of AAR CORP. (AIR), age 79, serving on the Board since 2011, with current Class III term expiring at the 2026 annual meeting . He is a member of the Human Capital and Compensation Committee and the Audit Committee, and the Board has determined he is an “audit committee financial expert” under SEC rules . His background includes over 40 years in the U.S. Marine Corps, with senior roles as Chairman (2005–2007) and Vice Chairman (2001–2005) of the Joint Chiefs of Staff, bringing deep U.S. government, defense market, and cybersecurity expertise to AAR .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Marine Corps | General (Ret.) | 40+ years service (dates not fully specified) | Senior military leadership and operational oversight |
| Joint Chiefs of Staff | Chairman | 2005–2007 | Principal military advisor to President, SecDef; strategic oversight |
| Joint Chiefs of Staff | Vice Chairman | 2001–2005 | Senior leadership; national security counsel interface |
External Roles
| Organization | Role | Current/Former | Notes |
|---|---|---|---|
| Qualys, Inc. | Director | Former (within past five years) | Cybersecurity domain expertise; not disclosed as current |
| Rigetti Computing, Inc. | Director | Former (within past five years) | Technology/innovation exposure; not disclosed as current |
| Other public company boards | — | None current | No current public directorships disclosed |
Board Governance
- Independence: The Board classifies Pace as an independent director; both the Audit and Human Capital & Compensation Committees are composed entirely of independent directors .
- Audit Committee financial expertise: Pace is designated an “audit committee financial expert” under SEC rules .
- Attendance: The Board held seven meetings in FY2025; all current directors attended at least 75% of Board and committee meetings. All directors serving at the time attended the Company’s 2024 annual meeting of stockholders .
- Committee activity: Audit Committee held four meetings; Human Capital & Compensation Committee held five meetings during FY2025 .
- Governance practices: Independent lead director (Walfish), executive sessions of independent directors, majority voting in uncontested elections, stock ownership/retention guidelines, independent compensation consultant, and annual Board/Committee/self-evaluations .
| Governance Element | FY2025 Detail |
|---|---|
| Board meetings held | 7 |
| Audit Committee meetings held | 4 |
| HCCC meetings held | 5 |
| Pace committee memberships | Audit; Human Capital & Compensation |
| Independence status | Independent director |
| Audit financial expert designation | Yes |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees earned or paid in cash ($) | $95,000 | $95,000 |
| Stock awards ($) | $125,000 | $134,952 |
| Option awards ($) | — | — |
| All other compensation ($) | $1,865 | $1,865 |
| Total ($) | $221,865 | $231,817 |
Director compensation program (non-employee directors) FY2025: annual cash retainer $95,000; lead independent director additional $30,000; Audit chair $20,000; other committee chairs $15,000; annual restricted stock award grant-date value $135,000, vest after one year (grant effective June 1, 2024; vest June 1, 2025) . Cap on director compensation is $500,000 per fiscal year (cash + equity grant-date value) .
Performance Compensation
- Equity structure: Non-employee directors receive time-based restricted stock only; no stock options were granted to directors in FY2024 or FY2025 .
- Deferral: Directors may elect to defer retainers and stock awards into stock or cash accounts under the Non-Employee Directors’ Deferred Compensation Plan; FY2025 deferral was elected by General McNabb, Mr. Nolen, and Ms. Widhani (no deferral election disclosed for Pace) .
| Award Detail | FY2024 | FY2025 |
|---|---|---|
| Grant date | June 1, 2023 | June 1, 2024 |
| Shares granted | 2,426 (standard for directors; not pro-rated for Pace) | 1,901 (standard for directors) |
| Grant-date fair value ($) | $125,000 | $134,952 |
| Vesting date | June 1, 2024 | June 1, 2025 |
| Options granted | None | None |
| Deferral elected (Pace) | Not disclosed as elected |
Other Directorships & Interlocks
| Company | Relationship to AIR | Interlock/Conflict Notes |
|---|---|---|
| Qualys, Inc. (former director) | Not disclosed as supplier/customer to AIR | No related person transactions disclosed involving Pace; only disclosed related-party arrangement in FY2025 concerned former CEO Storch’s consulting agreement which ended Sept. 17, 2024 |
| Rigetti Computing, Inc. (former director) | Not disclosed as supplier/customer to AIR | No conflicts disclosed; Board’s related person transaction policy requires review/approval >$120,000; directors screened for independence |
| Current public boards | None | No interlocks disclosed |
Expertise & Qualifications
- Leadership at the highest levels of U.S. Armed Forces; principal military advisor roles to U.S. national leadership .
- Deep government/defense market understanding; cybersecurity expertise .
- “Audit committee financial expert” designation enhances oversight of financial reporting, internal controls, cybersecurity, ERM .
- Skills matrix attributes include government contracting, risk management, corporate governance, safety, human resources, and information technology/cyber/innovation .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Shares Outstanding (if >1%) | Stock Units |
|---|---|---|---|
| Peter Pace | 24,121 | — (not >1%) | — |
- Ownership guidelines: Non-employee directors must hold stock equal to 5x annual cash retainer ($95,000), i.e., $475,000 within five years of joining the Board; all directors and NEOs complied as of May 31, 2025 .
- Pledging/hedging: Company prohibits short sales, pledging, and hedging of Company stock; none of the shares shown for directors/officers are pledged .
Say-on-Pay & Shareholder Feedback
| Item | FY2024 Votes | FY2025 Votes |
|---|---|---|
| Say-on-Pay (For) | 30,087,740 | 29,810,339 |
| Say-on-Pay (Against) | 2,147,236 | 1,925,382 |
| Say-on-Pay (Abstain) | 19,026 | 19,229 |
| Broker Non-Votes | 1,848,044 | 1,671,058 |
Board practices include stockholder engagement program and annual advisory vote on executive compensation; the HCCC oversees compensation and human capital initiatives .
Governance Assessment
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Committee effectiveness: Pace serves on two key independent committees—Audit and Human Capital & Compensation—both with clear charters and robust oversight (financial reporting, internal controls, ERM, cybersecurity; CEO and senior executive compensation, incentive plan oversight, clawback policy) .
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Financial oversight credibility: Designation as an audit committee financial expert and Audit Committee’s active engagement with KPMG and management indicates strong governance of reporting and controls .
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Engagement and attendance: Board met seven times in FY2025; all directors met at least 75% attendance; independent directors hold executive sessions, supporting board effectiveness .
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Alignment and incentives: Director equity is time-based restricted stock with one-year vesting; no options; compensation is capped at $500,000; ownership guidelines enforced with compliance reported as of FY2025, and anti-hedging/pledging policy in place—signals alignment and risk discipline .
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Related-party exposure: No related-person transactions disclosed involving Pace; Board policy screens and oversees such transactions. Only disclosed FY2025 related-person transaction involved former CEO Storch’s consulting agreement, which ended at the 2024 annual meeting .
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RED FLAGS: None disclosed specific to Pace regarding low attendance, related-party transactions, hedging/pledging, tax gross-ups, or option repricing .