David Buonanno
About David J. Buonanno
Independent director of Air Industries Group since 2008, age 69. Founder and President of Buonanno Enterprises Consulting, with a background in aerospace supply management and operations at Sikorsky (UTC), GE Astro‑Space, and RCA. Education includes B.S. in Business Administration (Rutgers), attendance at Lehigh’s College of Electrical Engineering, and Harvard Business School’s Program for Management Development (1996). The Board has affirmatively determined he is independent under NYSE American Rule 803A(2).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sikorsky Aircraft (UTC) | VP, Supply Management & International Offset | Jan 1997–Jul 2006 | Led supply management and offset programs |
| Sikorsky Aircraft (UTC) | Director, Systems Subcontracts | Nov 1992–Jan 1997 | Oversaw systems subcontracting |
| GE Astro‑Space Division | Operations Manager; Manager, Program Materials Management | May 1987–Nov 1992 | Operations and program materials leadership |
| RCA and affiliates | Various roles | Jun 1977–May 1987 | Aerospace/technology roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Buonanno Enterprises Consulting | Founder & President | Not disclosed | Strategic management, supply chain/operations, and recruitment services to aerospace/defense clients |
Board Governance
- Independence: Determined independent under NYSE American Rule 803A(2) .
- Committee memberships: Audit Committee (member), Compensation Committee (member). Audit Committee chaired by Michael Porcelain (Buonanno is not chair). Compensation Committee members are Rettaliata, Brand, Buonanno (chair not specified) .
- Board tenure: Director since 2008 .
- Attendance: Board held 7 meetings in 2024; each director attended more than 75% of board and committee meetings on which they served .
- Committee activity: Audit Committee held 5 meetings; Compensation Committee held 4; Nominating held 1 in 2024 .
Fixed Compensation
Director compensation for David Buonanno:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 33,494 | 37,500 |
| Stock Awards ($) | — | — |
| Option Awards ($) | 4,442 | 16,050 |
| Total ($) | 37,936 | 53,550 |
Notes:
- Certain directors elected to receive fees in shares; Buonanno’s stock awards for 2024 were zero, indicating cash retainer plus option awards for him that year .
Performance Compensation
- Structure: Non‑employee directors may receive stock options; some directors elect equity in lieu of cash. No performance metrics (e.g., revenue or TSR targets) are disclosed for director compensation; structure appears to be cash retainer plus time‑based equity grants .
- Equity program capacity: Board sought and received approval to increase 2022 Equity Incentive Plan shares by 250,000 in 2025 (to 900,000), citing need to grant options/stock to directors and management; aggregate options granted to the Board in 2024 totaled 80,000 shares (board‑wide) .
Director equity grant indicators:
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Option Awards ($) – Buonanno | 4,442 | 16,050 |
| Directors electing stock fees (boardwide) | Stock paid (amounts disclosed for other directors) | Stock paid (amounts disclosed for other directors) |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed beyond AIR Industries Group | — | — | No other public company directorships disclosed for Buonanno |
- Related-party context: Subordinated notes held by Michael and Robert Taglich and affiliates (convertible at $15.00 and $9.30; interest rates 6%, 7%, 12%) represent board‑level related-party exposure; no transactions involving Buonanno were disclosed .
Expertise & Qualifications
- Aerospace supply chain and operations leadership (Sikorsky/UTC, GE Astro‑Space; RCA) .
- Founder/operator of aerospace consulting business .
- Education: Rutgers B.S. Business Administration; Harvard PMD (1996); attended Lehigh College of Electrical Engineering .
Equity Ownership
Beneficial ownership (as of April 30, 2025):
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown / Notes |
|---|---|---|---|
| David J. Buonanno | 22,063 | <1% | Includes 17,260 shares underlying options exercisable within 60 days |
Outstanding shares: 3,764,237 as of April 30, 2025 .
Governance Assessment
- Committee effectiveness: Buonanno sits on both Audit and Compensation—key oversight roles. Audit chaired by an “financial expert” (Porcelain), with Buonanno as member; Compensation Committee oversees CEO and executive pay and equity plans .
- Independence & engagement: Formally independent; served since 2008, attended >75% of meetings in 2024, indicating baseline engagement; committee cadence robust (Audit 5, Comp 4) .
- Alignment: Buonanno’s 2024 compensation mix was cash retainer plus options; no stock grants to him that year; beneficial ownership modest (<1%) but includes exercisable options, aligning incentives to equity value without pledging/related‑party ties disclosed .
- Shareholder signals: 2025 votes showed strong support—say‑on‑pay FOR 1,462,865 vs AGAINST 125,658; equity plan increase FOR 1,335,156 vs AGAINST 273,586; charter share authorization FOR 1,941,264 vs AGAINST 415,469—indicating investor tolerance for equity issuance and current compensation framework .
- RED FLAGS: Board‑level related‑party financing via Taglich‑affiliated subordinated notes (convertible and high‑rate tranches) persists; while no Buonanno‑specific transactions are disclosed, such structures warrant continued scrutiny by Audit Committee members (including Buonanno) for conflicts and refinancing terms. Anti‑takeover optics around share authorization increases should be monitored, though board states no anti‑takeover intent .
Appendix: Board/Committee Activity Summary (2024)
| Body | Meetings Held | Notes |
|---|---|---|
| Board of Directors | 7 | Each director attended >75% of board and committee meetings |
| Audit Committee | 5 | Members: Porcelain (Chair), Brand, Buonanno |
| Compensation Committee | 4 | Members: Rettaliata, Brand, Buonanno |
| Nominating Committee | 1 | Members: Rettaliata, Brand, Porcelain |
Voting Outcomes (2025 AGM)
| Proposal | For | Against | Abstain | Broker Non‑Votes | |---|---|---:|---:|---:|---:| | Election – Buonanno | 1,474,947 | 140,396 | — | 749,658 | | Charter authorization increase | 1,941,264 | 415,469 | 8,268 | 0 | | 2022 Plan share increase | 1,335,156 | 273,586 | 6,601 | 749,658 | | Say‑on‑pay (2024 NEOs) | 1,462,865 | 125,658 | 26,820 | 749,658 | | Auditor ratification (CBIZ 2025) | 2,214,586 | 124,237 | 26,178 | 0 |