Ian Saines
AIR LEASEAbout Ian M. Saines
Ian M. Saines (age 62) has served on Air Lease Corporation’s Board since June 2010. He is an independent director with deep experience in investment and commercial banking and financial risk management, including senior roles at Commonwealth Bank of Australia, Challenger Limited, and Zurich Capital Markets Asia. He is a Fellow of the Australian Institute of Company Directors (FAICD), Deputy Chair of the United States Study Centre at the University of Sydney, and a director of New South Wales Treasury Corporation (TCorp) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Challenger Limited | Chief Executive, Funds Management | Mar 2015 – Nov 2019 | Led investment management operations; financial risk expertise |
| Private investment activities | Private investor | Dec 2013 – Mar 2015 | Investment oversight |
| Commonwealth Bank of Australia | Group Executive, Institutional Banking & Markets | Dec 2008 – Dec 2013 | Large-scale banking leadership; markets expertise |
| Zurich Capital Markets Asia | Management Committee Member | Pre–May 2004 | Investment banking arm of Zurich Financial Services |
| Bankers Trust Australia Limited | Senior roles | n/a | Capital markets, risk management |
| Reserve Bank of Australia | Employed | n/a | Policy and financial system exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Macquarie Bank Limited | Director | Current | Other current public company directorship |
| United States Study Centre (Univ. of Sydney) | Deputy Chair | Current | Academic/public policy oversight |
| NSW Treasury Corporation (TCorp) | Director | Current | State investment/debt management oversight |
| Australian Institute of Company Directors | Fellow (FAICD) | Current | Governance credential |
Board Governance
- Committee assignments: Audit Committee member; not a committee chair .
- Audit Committee profile: All members independent, financially literate, and designated “audit committee financial experts”; meets enhanced independence under SEC Rule 10A‑3 and NYSE rules .
- Audit Committee activity: 4 meetings in 2024; 100% attendance across the committee (Saines is a member) .
- Board activity: Board held 11 meetings in 2024; all nine director nominees attended the 2024 annual meeting .
- Independence: Board determined Saines was independent under NYSE rules during 2024–2025 .
- Governance environment: Independent Lead Director structure, executive sessions, robust Corporate Governance Guidelines including diversity, majority vote/resignation policy, and full committee charters .
Fixed Compensation
| Component | Amount ($) | 2024 Notes |
|---|---|---|
| Annual Board Retainer | 80,000 | Paid quarterly; unchanged since 2012 |
| Audit Committee Member Retainer | 15,000 | Applies to audit members (Saines) |
| Meeting Fees (additional) | 3,000 | $1,500 per extra meeting; $3,000 paid to each non‑employee director in 2024 |
| Total Fees Earned (Cash) – Saines | 98,000 | Sum of retainer + committee + meeting fees |
Performance Compensation
| Award Type | Grant Date | Shares / Grant Value | Vesting / Metrics | Key Terms |
|---|---|---|---|---|
| Annual Director RSUs (2024) | May 3, 2024 | 2,528 RSUs; $130,000 value at $51.41 per share | Time-based; vests in full on May 3, 2025; no performance metrics | Pro-rata vest on termination; full vest on change-of-control; grants under 2023 Equity Plan |
| Deferral of RSUs | n/a | n/a | Optional deferral to separation, or 5/10 years; dividend equivalents accrue on deferred RSUs post-vesting | Distribution at separation, change-of-control, or death |
| Options | n/a | n/a | None; company has not granted options since 2011 | No option repricing; no evergreen |
- Compensation setting: Leadership Development & Compensation Committee, with independent consultant Exequity benchmarking director pay; no changes to cash retainers since 2012; annual equity grant increased from $120k to $130k in May 2019 .
- Policies: Anti-hedging and anti-pledging for directors; clawback policy for incentive-based pay (Section 16 officers) compliant with NYSE rules .
Other Directorships & Interlocks
| Company | Role | Sector Exposure | Potential Interlock Considerations |
|---|---|---|---|
| Macquarie Bank Limited | Director | Banking/Capital Markets | Air Lease’s financing relationships are common with global banks; Company discloses no related person transactions in 2024 and has a formal Related Person Transaction Policy overseen by Nominating & Corporate Governance Committee |
Related Person Transaction Policy requires committee review/approval for transactions >$120,000 with related parties; none occurred in 2024 (other than pre‑approved categories) .
Expertise & Qualifications
- Financial risk management and capital markets expertise; senior executive roles across banking and investment management .
- Audit Committee Financial Expert designation; independence under NYSE rules .
- International experience and governance credentials (FAICD), with public sector board exposure (TCorp) and academic governance (USSC) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (Shares) | 51,535 | Less than 1% of 111,759,135 shares outstanding |
| Vested RSUs held | 33,651 | Includes accrued dividend equivalents on deferred awards |
| Unvested RSUs (2024 grant) | 2,528 | Granted 5/3/2024; vest 5/3/2025 |
| Director Ownership Guideline | 5x annual retainer = $400,000 | All non-employee directors compliant as of 3/7/2025 |
| Saines Guideline Compliance | 30x; $2,365,457 value | Based on 3/7/2025 closing price |
| Pledging/Hedging | Prohibited by policy | Applies to directors and executive officers |
Governance Assessment
- Alignment: Strong “skin in the game” via RSUs and guideline compliance (30x retainer; $2.37M), plus anti‑hedging/pledging policies; RSUs are time‑based without short‑term incentives for directors, aligning oversight with long-term value .
- Committee effectiveness: Audit committee is fully independent, financially expert, with 100% attendance in 2024; Saines’ risk and markets background is additive to financial oversight, cybersecurity, and risk management scope .
- Independence & engagement: Board confirms Saines’ independence; robust governance framework (Lead Independent Director, executive sessions); board held 11 meetings with broad attendance; nominees attended the 2024 annual meeting .
- Compensation reasonableness: Cash retainers unchanged since 2012; director equity grants modestly increased in 2019 to $130k; 2024 total for Saines was $228k ($98k cash, $130k stock), consistent with peer-informed benchmarking by an independent consultant .
- Conflicts/related-party exposure: Saines’ Macquarie directorship presents typical banking interlock potential, but AL reports no related person transactions in 2024 and maintains a formal review policy; committee oversight mitigates risk .
- Shareholder sentiment: Broad governance “best practices” and remuneration safeguards; NEO say‑on‑pay passed with ~94% approval in 2024, signaling investor acceptance of compensation philosophy and governance oversight environment (context for board credibility) .
RED FLAGS: None disclosed for Saines regarding related‑party transactions, pledging/hedging, low attendance, or director‑specific pay anomalies in 2024 .