Carol Forsyte

About Carol Forsyte

Carol H. Forsyte is Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of Air Lease Corporation, responsible for all legal operations, corporate governance and compliance; she became a Named Executive Officer (NEO) based on 2023 compensation and continues as an NEO in 2024–2025 . Company performance during her tenure included revenue growth to $2.7 billion in 2024 (+1.8% YoY), adjusted diluted EPS before income taxes of $5.13 in 2024 vs $6.58 in 2023, and a pre-tax ROE of 7.4% in 2024 (down from 11.8% in 2023); for the 2022 RSU cycle, Book Value RSUs vested at 116% and TSR RSUs at 100% based on S&P MidCap 400 percentile outcomes . Her 2024 annual bonus used a corporate performance factor of 114% and individual factor of 105%, resulting in a $999,495 payout .

Past Roles

Fixed Compensation

Performance Compensation

Annual Incentive (Cash)

The committee increased goal rigor in 2024 (targets set above 2023 actuals; greater outperformance needed) and shifted weighting towards financial metrics based on shareholder feedback .

Long-Term Incentive (RSUs)

Performance metric calibration (2024 awards):

• Book Value RSUs: Threshold at 7.51% book value increase for 0.23% payout; maximum at book value per share ≥ $68.34 for 200% payout by 12/31/2026 .
• TSR RSUs: Threshold at 25th percentile; maximum at 85th percentile vs S&P MidCap 400 by 12/31/2026 .
• Historical outcomes (2019–2022 cycle certified Feb 2025): Book Value RSUs vested at 116% and TSR at 100%; shares released in Feb 2025 .

Equity Ownership & Alignment

Beneficial Ownership

• Executive stock ownership guideline: 2× base salary for EVPs; all executive officers (including Ms. Forsyte) exceed thresholds as of 3/7/2025 .
• Anti-pledging/hedging: Directors and executive officers are prohibited from pledging or hedging Company stock; no exceptions disclosed .

Outstanding Equity (12/31/2024)

Shares Vested and Value Realized (2024)

Note: “Value realized” is computed as shares vested multiplied by closing price on vest date; includes 2021–2023 award releases authorized in 2024 .

Employment Terms

Severance Plan (Executive Vice President) — key terms

• Termination without cause (outside CIC): Accrued benefits; prorated annual bonus; immediate pro-rata vesting of deferred bonus; cash severance = 1× salary + average prior 3-year bonus (paid over one year); health coverage for one year; pro-rata vesting for outstanding performance RSUs and time-based RSUs through termination date .
• Termination without cause or for good reason within 24 months of CIC (double trigger): Accrued benefits; prorated target annual bonus; full vesting of deferred bonus; lump-sum cash = 2× salary + target bonus; COBRA-equivalent health for two years; full vesting of performance RSUs at target for open performance periods and full vesting of time-based RSUs .
• Clawback: NYSE Rule 10D-1 compliant policy adopted Nov 2023; recovers incentive comp after accounting restatements regardless of fault .
• Anti-pledging/hedging: Strict prohibitions apply to directors and executive officers .

Ms. Forsyte — quantified post-employment/CIC economics (as of 12/31/2024)

The company explicitly uses double-trigger CIC provisions and prohibits executive pledging/hedging .

Compensation Structure Analysis

• Mix and rigor: 2024 increased performance rigor (targets above 2023 actuals; higher outperformance required) and shifted annual bonus weighting to 80% financial metrics, addressing prior say-on-pay feedback; 2025 annual bonus is 100% financial (50% revenue, 50% adjusted net income before income taxes) .
• Equity emphasis: 75% of the 2024 LTI grant is performance-based (Book Value 50%, TSR 25%), with caps at 200%; options have not been granted since 2011, reducing repricing risk .
• Governance safeguards: Clawback policy; anti-hedging/pledging; ownership guidelines (EVP 2× salary) with executives in compliance .

Say-on-Pay & Peer Benchmarking

• 2024 say-on-pay approval: Approximately 94% support at the 2024 annual meeting after program refinements .
• Compensation benchmarking: Custom Benchmark Group spanning capital-intensive, real-asset-exposed sectors; used alongside S&P MidCap 400 for reference rather than strict percentiles .

Additional Context: Pending Transaction

• Merger agreement announced Sept 1–2, 2025 with consortium (Sumitomo, SMBC Aviation Capital, Apollo, Brookfield) at $65.00 per share; a Voting Agreement includes executive officers and directors, including Carol Forsyte; exhibit lists her owned shares for voting purposes (subject to caps/exclusions) .
• Carol Forsyte signed subsequent 8-Ks in her capacity as EVP, General Counsel, Corporate Secretary and CCO, underscoring her role in transaction execution and disclosures .

Investment Implications

• Alignment: Heavy use of performance RSUs tied to book value and relative TSR, strict anti-pledging/hedging, and ownership guidelines suggest strong alignment with shareholders; executives, including Ms. Forsyte, are in compliance with ownership requirements .
• Retention and selling pressure: Time-based RSUs vest annually and performance RSUs release upon certification (e.g., 2022 cycle released Feb 2025), which can create periodic liquidity events; Ms. Forsyte realized $818,584 on 19,425 shares vested in 2024, indicating an ongoing cadence of release events that could be relevant for monitoring insider selling pressure windows .
• Change-of-control economics: Double-trigger CIC terms with full vesting at target for performance RSUs and 2× salary+target bonus enhance retention but also imply material payouts if the pending transaction closes and is followed by qualifying termination events; Ms. Forsyte’s CIC total is $7.27 million under such circumstances .
• Program credibility: 2024 say-on-pay support (94%) and enhanced goal rigor reduce governance risk; continued use of adjusted net income before income taxes for bonuses and book value/TSR for LTI maintains focus on durable value creation amid capital-intensive operations .