Robert F. Leduc
AARAbout Robert F. Leduc
Independent director of AAR CORP. (AIR); age 69; joined the Board in 2020 and is a Class III director whose term expires at the 2026 annual meeting. Former President of Pratt & Whitney and long-tenured United Technologies executive with deep commercial and military aerospace operating experience; currently serves on JetBlue Airways Corporation and Howmet Aerospace, Inc. boards, bringing program management, supply chain, M&A, and manufacturing credentials to AIR’s board work .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pratt & Whitney (UTC) | President | 2016–2020 | Led large-scale aerospace operations; brand and talent enhancement |
| Sikorsky Aircraft (UTC) | President | 2015–2016 | Helicopter manufacturing leadership; government contracting exposure |
| Hamilton Sundstrand; UTC Aerospace Systems | Senior leadership positions | Prior to 2015 | Program management, strategy, customer support; operations through down cycles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JetBlue Airways Corporation | Director | Not disclosed | Aviation industry perspective; potential customer ecosystem interlock |
| Howmet Aerospace, Inc. | Director | Not disclosed | Aerospace manufacturing expertise; supply chain oversight experience |
Board Governance
- Independence: Board affirmed independence for all directors except the CEO; Leduc is independent (11 of 12 directors independent as of July 2025) .
- Committees: Member, Human Capital & Compensation (HCCC); Audit; Aviation Safety & Training (ASTC) .
- Audit Committee financial expert: Board determined Leduc is an “audit committee financial expert” under SEC rules .
- Attendance: Board held seven meetings in FY2025; all current directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity:
- HCCC met 5 times in FY2025; oversees CEO/NEO pay, clawback policy, stock plans, and human capital; Leduc is listed on the HCCC report and there were no interlocks/insider participation issues for members .
- Audit met 4 times; oversees financial reporting, internal controls, cybersecurity, compliance, ERM; Leduc is a member .
- ASTC met 4 times; oversees aviation safety policies and training .
Fixed Compensation
| Fiscal Year | Fees Earned/Paid in Cash ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| FY2025 | 95,000 | — | — | 229,952 |
| FY2025 Cash Fee Breakdown | Annual Retainer ($) | Committee Chair Fees ($) | Lead Director Fee ($) | Total ($) |
|---|---|---|---|---|
| Leduc | 95,000 | — | — | 95,000 |
- Deferral: Leduc elected to defer his director retainer under the Non-Employee Directors’ Deferred Compensation Plan . Directors may defer retainers and stock awards into stock units or a cash account (credited quarterly at the 10-year U.S. Treasury rate), with distributions in cash or shares after Board service ends or on specified dates .
- Program design: Non-employee director annual retainer $95,000; annual restricted stock with grant date value $135,000; chair fees: Audit $20,000, other committees $15,000; Lead Independent Director $30,000; cap on director compensation of $500,000 per year .
Performance Compensation
| Fiscal Year | Stock Awards ($) | RSU Shares Granted | Grant Date | Vest Date | Notes |
|---|---|---|---|---|---|
| FY2025 | 134,952 | 1,901 | June 1, 2024 | June 1, 2025 | Time-based; no stock options granted to any non-employee director in FY2025 |
Executive incentive metrics overseen by HCCC (context for Leduc’s compensation oversight role) | Metric | Weight | Threshold | Target | Maximum | |---|---:|---:|---:|---:| | Adjusted diluted EPS from continuing operations | 80% | $2.93 | $3.90 | $4.29 | | Adjusted net working capital turns | 20% | 2.48 | 3.31 | 4.14 |
- Clawback policy: HCCC reviews and approves clawbacks; company discloses claw-backs for certain financial restatements .
- Governance practices: Prohibition on short sales, pledging, and hedging; no tax gross-ups; no option repricing .
Other Directorships & Interlocks
| Company | Role | Potential Interlock Considerations |
|---|---|---|
| JetBlue Airways Corporation | Director | AIR’s aviation services ecosystem overlap; monitor for customer/supplier interactions; no related-party transactions disclosed involving Leduc |
| Howmet Aerospace, Inc. | Director | Aerospace supply chain expertise; monitor for supplier relationships; no related-party transactions disclosed involving Leduc |
- Related parties: Nominating & Governance Committee oversees related person transactions; only disclosed transaction in FY2025 related to former CEO Storch’s consulting agreement (ended Sept. 17, 2024); no Leduc-related transactions listed .
Expertise & Qualifications
- Skills: CEO experience; finance; commercial & military aerospace; services; international business; sales & marketing; supply chain & logistics; operating; M&A; manufacturing; government contracting; HR; risk management; corporate governance; safety .
- Audit Committee financial expert designation affirms financial literacy and oversight strength .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Shares Outstanding (>1% shown) | Stock Units |
|---|---|---|---|
| Robert F. Leduc | 17,325 | — (not >1%) | 4,732 |
- Shares outstanding: 35,964,153 as of July 22, 2025 .
- Stock ownership guidelines: Directors must hold stock equal to 5x annual cash retainer ($475,000) within five years; all directors and NEOs complied as of May 31, 2025 .
- Pledging: Proxy notes none of the shares shown are pledged by the persons listed; company prohibits pledging/hedging .
- Deferrals: Leduc’s stock units reflect deferred director compensation elections under the Director Plan .
Governance Assessment
- Board effectiveness: Leduc’s tri-committee membership (HCCC, Audit, ASTC), audit financial expert status, and aerospace operating background align with AIR’s risk profile in safety, compliance, and performance pay oversight .
- Independence & attendance: Affirmed independent; attendance at least 75% across Board/committees; supports engagement quality .
- Pay alignment: Director pay mix balanced — $95k cash retainer and $135k time-based equity; deferral into stock units strengthens alignment; director pay capped at $500k reduces excess risk .
- Compensation oversight quality: HCCC uses multi-metric design (EPS, working capital turns) and independent consultant (Semler Brossy) deemed conflict-free by the Committee .
- Conflicts/RED FLAGS:
- Related-party transactions: None disclosed for Leduc; policy and NGC oversight in place .
- Hedging/pledging: Prohibited; none pledged; positive signal .
- Option repricing/tax gross-ups: Not practiced; positive signal .
- Interlocks: Serving on JetBlue and Howmet boards warrants monitoring for potential ecosystem overlaps; no specific transactions disclosed; NGC screens independence/transactions annually .
Overall, Leduc’s governance profile shows strong committee coverage (including compensation and audit), validated independence, and equity-aligned incentives with prudent deferral use. No material conflicts or attendance issues are disclosed; the board’s compensation cap, clawback authority, and anti-hedging policies further support investor confidence .