Louis Lebedin
About Louis Lebedin
Louis Lebedin (age 67) is an independent director of Airship AI Holdings, Inc. (AISP), serving on the Board since March 2021. He is a seasoned financial services executive and CPA, with a B.S. in accounting from Syracuse University and a CPA license earned in 1982. The Board has determined Lebedin is independent under Nasdaq standards, and he has attended at least 75% of Board and committee meetings in the last fiscal year, with designation as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unio Capital LLC | Advisor (product development) | 2017–2019 | N/A |
| JPMorgan | Global Head, Prime Brokerage | 2006–2012 | Member: JPMorgan Clearing Corp. Operations Committee; Equities Division Executive Committee (2008–2012) |
| Bear Stearns (Global Clearing Services) | COO and CFO | 2001–2005 | Led clearing services; operational/financial leadership |
| Coopers & Lybrand | Audit Manager (financial services) | 1980–1987 | Audit leadership; CPA credentialing |
External Roles
No other current public company board directorships disclosed.
Board Governance
- Independence and attendance: Lebedin is one of three independent directors (with Amit Mital and Peeyush Ranjan); all directors attended at least 75% of Board/committee meetings in the last fiscal year.
- Committee assignments: Audit Committee member (chair: Amit Mital); Compensation Committee chair and member; not on Nominating & Corporate Governance (chair: Peeyush Ranjan).
- Audit expertise: Designated by the Board as an “audit committee financial expert.”
- Risk oversight: Audit committee oversees financial reporting/internal controls/legal matters, including related-party transaction approvals; compensation committee oversees executive/Director pay, incentive plans, clawback policy, and shareholder engagement on compensation.
- Anti-hedging/pledging policy: Hedging transactions are prohibited; pledging/margin accounts limited to ≤25% of total shares owned by the director.
- Non-employee director compensation limit: Plan caps total annual director compensation (cash plus equity) at $250,000 in value.
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Cash fees/retainer ($) | $0 | Independent directors are compensated via cash and stock options; no formal stock plan for directors; mix may vary by individual/year. |
Performance Compensation
| Component | FY 2024 | Details |
|---|---|---|
| Option awards (grant-date fair value, $) | $32,052 | Grant terms (strike, vesting, dates) not disclosed in proxy; awards under 2023 Equity Incentive Plan. |
| Options exercisable within 60 days (#) | 78,125 | Included in beneficial ownership per SEC rules. |
| Plan mechanics affecting directors | N/A | Equity Incentive Plan permits stock options, RSUs, performance shares/units, SARs; change-in-control provisions allow acceleration/cash-out at Committee discretion; clawback policy overseen by compensation committee. |
No director-specific performance metrics (e.g., revenue/EBITDA/TSR) tied to Lebedin’s compensation were disclosed.
Other Directorships & Interlocks
- Compensation committee interlocks: None; committee members (including Lebedin) were not Company officers or employees; no reciprocal executive/committee relationships reported.
Expertise & Qualifications
- Financial leadership across prime brokerage and clearing businesses; audit and CFO/COO experience in large financial institutions.
- CPA; “audit committee financial expert” designation; strong fit for audit oversight and compensation governance.
Equity Ownership
| Holder | Beneficially Owned Shares | Ownership % | Notes |
|---|---|---|---|
| Louis Lebedin | 128,125 | * (<1%) | Includes 78,125 shares subject to options exercisable within 60 days; no RSUs disclosed; pledging not disclosed. Policy prohibits hedging and limits pledging/margin to ≤25% of owned shares. |
Governance Assessment
- Board effectiveness: As compensation committee chair and audit committee financial expert, Lebedin anchors key governance functions (pay discipline, audit quality, related-party review)—positive for investor confidence. Attendance ≥75% supports engagement, and independence status strengthens oversight posture.
- Alignment and incentives: 2024 director pay for Lebedin was entirely equity (options), signaling at-risk compensation, with a Company-wide non-employee director cap of $250,000 to limit pay inflation; however, his absolute ownership is modest (<1%), which may limit “skin-in-the-game” influence.
- Controls and conflicts: Audit committee charter explicitly covers related-party transactions; recent related-party items disclosed in the proxy concern founders, not Lebedin. Anti-hedging policy is robust; pledging allowance (≤25%) is a potential risk if ever utilized (no pledge disclosed for Lebedin).
RED FLAGS
- Pledging allowance up to 25%: While restricted, any pledge introduces counterparty risk and potential forced sales in stress; monitoring of director pledge status remains prudent (no pledge disclosed for Lebedin).
- Modest personal ownership: Beneficial ownership is <1%; while equity-linked pay exists, limited absolute holdings can weaken alignment at smaller companies unless equity grants grow over time.
Overall, Lebedin’s financial expertise, committee leadership, and independence are positives for governance quality; continued transparency on director equity award terms (strike/vesting), pledge status, and shareholder engagement on compensation will further strengthen investor confidence.