Peter McClung

About Peter McClung

Peter McClung, age 55, has served as an independent director of Air T, Inc. since December 2017. He is a seasoned commercial executive with 20+ years leading sales and marketing teams in diverse industries and founding multiple ventures, including a branding agency and a social technology firm. He is currently a key governance voice on the Board, chairing the Compensation Committee and serving on Audit and Nominating; he attended at least 75% of Board and committee meetings in the latest fiscal year, in line with peers .

Past Roles

External Roles

Board Governance

• Independence: The Board determined McClung is independent under Nasdaq rules; only Nick Swenson (CEO) and Gary Kohler are non-independent .
• Lead Independent Director: Raymond Cabillot (since 2019) leads executive sessions; McClung is not the LID .
• Attendance: Each director, including McClung, attended at least 75% of Board and committee meetings in FY2025; the Board met 4 times in FY2025 and 5 times in FY2024 .

Fixed Compensation

Director cash compensation structure remained consistent across years: $1,500 monthly director’s fee, plus $750 per Board/committee meeting; Audit Committee members receive $1,750 monthly in lieu of meeting fees, Audit Chair $2,600 monthly, and Lead Independent Director receives $500 monthly stipend. All disclosed non‑employee director compensation was paid in cash .

Performance Compensation

• Equity plan participation (group-level): Non-employee directors, as a group, have options outstanding under the 2020 Omnibus Stock and Incentive Plan; vesting is performance-conditional on stock price “tranches” tested annually on June 30, with options expiring if thresholds are not met in the prior 60 days .
• Vesting/Status: As of June 30, 2025, none of the options listed in the Outstanding Equity Awards table were vested; testing dates and tranche price ranges are described in proxy footnotes .

Note: Per-director grant counts/values for McClung are not disclosed; the group totals above include him as part of “non-employee directors” .

Other Directorships & Interlocks

Expertise & Qualifications

• Strategic/Commercial: Expert in sales, marketing, and customer-insights strategy; entrepreneurial experience spanning consulting, branding, and technology ventures .
• Board rationale: Nominated for expertise in strategy, marketing, and sales; experience in Fortune 500 leadership and entrepreneurship .

Equity Ownership

Beneficial ownership disclosures show a decline from 7,500 shares in 2023 to no reported ownership in 2024 and 2025.

Hedging/Pledging: In March 2025, AIRT adopted an amended Insider Trading Policy prohibiting hedging/monetization transactions by directors, officers, and employees; no hedging/short sale/derivative activity is known, apart from option/warrant exercises under equity plans. Prior proxy (2024) noted the policy did not prohibit hedging but the Company was not aware of any hedging by insiders .

Governance Assessment

• Board Effectiveness: McClung chairs Compensation and sits on Audit and Nominating, indicating broad governance engagement; committees met multiple times annually, and he met attendance expectations (≥75%) .
• Independence & Alignment: Independent director under Nasdaq rules; director cash pay structure is modest, and equity alignment via options exists at group level, though per-director grant detail is not disclosed; 2025 policy tightened hedging prohibitions, improving alignment optics .
• Compensation Oversight: As Comp Committee Chair, responsibilities include CEO/NEO pay decisions, incentive plan oversight, and periodic director fee review per charter; no disclosure of external compensation consultants or target percentiles/peer group for directors, limiting benchmarking transparency .
• Potential Conflicts: No related‑party transactions disclosed for McClung; notable related‑party exposure exists with CEO’s Cadillac Castings investment (Board-wide governance context), but not linked to McClung .
• Risk Indicators:
  • Late Section 16 filing: Proxy notes a late Form 4 for McClung’s open‑market purchases between Aug 18 and Sep 16, 2022, filed Sept 20, 2022—minor compliance lapse to monitor .
  • Policy enhancement: Adoption of stricter hedging prohibition in 2025 reduces alignment risk vs. prior-year policy .

Insider Trades and Compliance

Director Compensation Structure Detail (Reference)

• Monthly director fee: $1,500; Board/committee meeting fee: $750; Audit Committee members substitute $1,750 monthly for meeting fees; Audit Chair: $2,600 monthly; Lead Independent Director: $500 monthly stipend. Annual totals for McClung: $45,750 (FY2023), $45,750 (FY2024), $45,000 (FY2025), all paid in cash .

Committee Charters & Duties (Context)

• Compensation Committee (Chair: McClung): Oversees compensation philosophy/strategy; determines or recommends CEO/NEO pay; reviews director fees; oversees incentive plans and employment agreements; evaluates compensation-related risk .
• Audit Committee (Member: McClung): Oversees auditor selection, audit scope/fees/results, internal controls, independence, quarterly results review, whistleblower procedures, risk assessment including technology/cybersecurity; Committee certified compliant with Nasdaq; two members deemed “financial experts” (Travis Swenson and Cabillot) .
• Nominating Committee (Member: McClung): Identifies/assesses director candidates; recommends committee functions/membership; no formal shareholder diversity policy; seeks integrity, judgment, analytical skills, time commitment; addresses conflicts case-by-case .

RED FLAGS

• Section 16 timing lapse: Late Form 4 in 2022 (minor but notable) .
• Limited transparency: No per‑director disclosure of option grants/values despite group-level option count under the 2020 plan; absence of disclosed director ownership guidelines/compliance status or compensation peer group/targets .
• Board entrenchment risk context: CEO also serves as Chair; Board rationale maintains combined role with Lead Independent Director structure; investors may weigh this against independence safeguards .

Overall implication: McClung’s committee leadership and consistent attendance support governance effectiveness; independence and cash-oriented director pay limit pay-risk. The 2025 hedging prohibition improves alignment, though lack of detailed per-director equity grant disclosure and earlier Section 16 filing lapse are areas for monitoring .