William Foudray
About William Foudray
Independent director of Air T, Inc. since August 2013; age 55 (2025). Currently Executive Vice President at People’s Bank (since September 2023) following co-founding and serving as CEO of Vantage Financial, LLC (equipment leasing/finance) from August 2011; earlier roles include Vice President of Operations, CFO, and EVP at Fidelity National Capital, Inc. (1999–2009), and Vice President at Winthrop Resources Corporation (2009–July 2011). The Board cites his leasing industry and CFO/operating experience as core credentials; he is classified as independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vantage Financial, LLC | Co-founder; Chief Executive Officer | Aug 2011–Sep 2023 | Built equipment leasing capabilities; brings sector expertise to Air T |
| Fidelity National Capital, Inc. | VP Operations; Chief Financial Officer; Executive Vice President | 1999–2009 | Technology leasing; executive leadership and finance experience |
| Winthrop Resources Corporation | Vice President | 2009–July 2011 | Technology leasing; operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| People’s Bank | Executive Vice President | Sep 2023–present | Banking leadership role |
Board Governance
- Committee assignments: Chair of the Nominating Committee; member of Nominating with Cabillot and McClung (met 3 times in FY2025). Not listed on the Audit or Compensation Committees in FY2025; Audit chaired by Travis Swenson (met 5 times) and Compensation chaired by McClung (met 3 times) .
- Independence: Board determined Foudray is independent; only CEO Nick Swenson and director Gary Kohler are not independent .
- Attendance: Board met 4 times in FY2025; each director attended at least 75% of Board and committee meetings on which they served. Six directors attended last annual meeting .
- Lead Independent Director: Raymond Cabillot continues to serve as Lead Independent Director .
Fixed Compensation
Director compensation structure (FY2025):
| Component | Amount | Notes |
|---|---|---|
| Monthly director’s fee (non-employee) | $1,500 | Paid to each non-employee director |
| Attendance fee (Board/committee) | $750 per meeting | Applies to Board and most committees; Audit Committee uses monthly in lieu of meeting fee |
| Audit Committee member fee | $1,750 per month | In lieu of per-meeting fee |
| Audit Committee chair fee | $2,600 per month | In lieu of per-meeting fee |
| Lead Independent Director stipend | $500 per month | Paid to Lead Independent Director |
Director cash paid (FY2025):
| Director | Total Cash ($) |
|---|---|
| William Foudray | 21,750 |
Performance Compensation
- No equity grants or performance-based director compensation disclosed for FY2025; all director compensation was paid in cash . | Element | FY2025 Status | |---|---| | Annual equity grant (RSU/PSU/Options) | None disclosed; all cash | | Cash bonus (performance-based) | None disclosed | | Performance metrics (TSR, revenue, EBITDA, ESG) | Not applicable for directors | | Clawback/COC provisions (director pay) | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Interlocks/Relationships |
|---|---|---|
| — | — | No other public company directorships disclosed in the proxy for Foudray |
Expertise & Qualifications
- Leasing/structured finance operator with CEO/CFO experience; founded and led an equipment leasing/finance company; prior senior finance roles at technology leasing firms .
- Governance: Chairs Nominating Committee responsible for director selection, committee membership recommendations; emphasizes integrity, time commitment, and absence of conflicts in director qualifications .
Equity Ownership
Beneficial ownership snapshots:
| Metric | As of May 31, 2024 | As of June 30, 2025 |
|---|---|---|
| Shares beneficially owned | 7,500 | 7,500 |
| Percent of outstanding | <1% (based on 2,760,047 shares) | <1% (based on 2,702,639 shares) |
| Options exercisable within 60 days | 3,750 (included for group; footnote notes option rights within 60 days for some directors incl. Foudray) | 0 (proxy footnote notes no shares acquirable via options within 60 days) |
Insider transactions (recent):
| Date | Security | Action | Shares | Price | Source |
|---|---|---|---|---|---|
| Nov 15, 2024 | AIRT common | Purchase | 1,250 | $18.00 | |
| Aug 11, 2025 | Filing reported transactions | Form 4 filed (details in SEC filing) | — | — |
Policy alignment:
- Company prohibits hedging/monetization transactions by directors, officers, and employees per Insider Trading Policy updated March 2025; no known hedging or derivative transactions other than option/warrant exercises .
Governance Assessment
- Strengths: Independent director since 2013 with deep leasing/finance operating expertise; chairs Nominating Committee, signaling active engagement in board composition and governance; attendance threshold met; board-wide hedging ban enhances alignment .
- Alignment: Personal share ownership is modest (<1%); director compensation paid entirely in cash with meeting-based fees, which can bias toward activity over long-term equity alignment. Recent open-market purchase (Nov 2024) is a positive signal; monitor subsequent holdings/transactions given FY2025 proxy shows 7,500 shares as of June 30, 2025 and a Form 4 filed in August 2025 .
- Conflicts/Related Party: No related-party transactions disclosed for Foudray; Board reiterates independence. Note: Separate non-independent relationships exist for Kohler and CEO Swenson; not implicated for Foudray .
- Board effectiveness: Clear committee structure with independent membership across Audit, Compensation, and Nominating; Audit has designated financial experts (Swenson, Cabillot). Foudray’s chair role on Nominating positions him to influence director selection and committee composition—a core governance lever .
- RED FLAGS to monitor: Low equity-based director pay (none disclosed) and relatively small personal holdings could reduce long-term alignment; ensure no pledging or undisclosed related-party ties emerge (none disclosed currently). Track future Form 4 filings for disposition patterns .