John Plueger
AIR LEASEAbout John Plueger
John L. Plueger, age 70, is Chief Executive Officer and President of Air Lease Corporation (AL) and has served as a director since April 2010; he became CEO in July 2016 after serving as President and COO since the company’s launch in 2010 . Credentials include Certified Public Accountant and FAA Airline Transport Pilot with multiple jet type ratings, plus extensive aircraft leasing expertise from ILFC and industry regulatory testimony experience . Under his tenure, AL delivered 2024 revenue of $2.7B (+1.8% YoY) and net income attributable to common stockholders of $372.1M, with pre-tax ROE of 7.4%; AL’s 3-year TSR for the 2022 performance cohort was 19.8% (55th percentile vs S&P MidCap 400) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International Lease Finance Corporation (ILFC) | Acting CEO | Feb–Mar 2010 | Led ILFC through interim leadership; engaged on industry policy and regulatory matters . |
| International Lease Finance Corporation (ILFC) | President & COO; Director | 2002–Feb 2010 (Director 2002–2010) | Senior operating leadership at a top global lessor; deep OEM/airline relationships . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Spirit AeroSystems Holdings, Inc. | Director | Not disclosed |
| Pepperdine University | Board of Regents | Not disclosed |
| Smithsonian National Air and Space Museum | Director (Emeritus) | Not disclosed |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Bonus ($) |
|---|---|---|---|
| 2024 | 1,000,000 | 2,000,000 | 2,280,000 (Company factor 114%, individual factor 100%) |
| 2025 | 1,000,000 (no change) | Not disclosed | Not disclosed |
Performance Compensation
Annual bonus framework (2024) and outcomes:
| Metric | Weighting | Target | Actual | Payout Basis | Weighted Payout |
|---|---|---|---|---|---|
| Total Revenue | 40% | $2,862M | $2,734M | Mostly meets → 97.5% of metric | 39% |
| Adjusted Net Income Before Income Taxes | 40% | $754M | $574M | Mostly meets → 87.5% of metric | 35% |
| Increase Irish Presence | 10% | 14% | 23% | Significantly exceeds | 20% |
| % Fleet Newest Gen | 10% | 77% | 80% | Significantly exceeds | 20% |
| Company Performance Factor | — | — | — | — | 114% |
Long-term incentive design (granted Feb 25, 2024):
| Award Type | Weighting | Grant Shares | Grant Date FV ($) | Performance Target | Vesting |
|---|---|---|---|---|---|
| Book Value RSUs | 50% | 57,457 | 2,296,556 | 15% BV/share growth = 100% payout; 20.25% = 200%; below 7.5% = 0% (2024–2026) | Cliff at 3 years |
| TSR RSUs | 25% | 28,729 | 1,342,115 | S&P MidCap 400 relative: 55th pct = 100%; 85th+ = 200% (2024–2026) | Cliff at 3 years |
| Time-based RSUs | 25% | 28,729 | 1,148,298 | n/a | 33% 2/25/2025; 33% 2/25/2026; 34% 2/25/2027 |
Prior performance vesting (for context): 2022 Book Value RSUs vested at 116%; 2022 TSR RSUs vested at 100% (performance period ended 12/31/2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 826,764 shares (includes shared voting/investment power; children’s shares disclaimed) |
| Ownership % of Outstanding | Less than 1% (outstanding shares: 111,759,135 as of Mar 7, 2025) |
| Executive Stock Ownership Guideline | 6x base salary for CEO |
| Compliance Status | 41x salary; $40,518,776 value as of Mar 7, 2025 |
| Hedging / Pledging | Prohibited for directors and executive officers |
| Unvested Equity Exposure (2024 grants) | 28,729 time RSUs; 57,457 Book Value RSUs; 28,729 TSR RSUs outstanding |
Vesting Supply Considerations:
- Time-based tranche dates: 2/25/2025, 2/25/2026, 2/25/2027 (33/33/34%) .
- Performance tranches evaluate on 12/31/2026 vs BV and TSR hurdles (caps at 200%) .
Perquisites relevant to alignment:
- Personal use of company aircraft: $225,099 incremental cost in 2024 .
- Company-paid life insurance premiums: $72,614 (2024) .
- 401(k) match: $35,380 (2024) .
Employment Terms
| Feature | Key Terms |
|---|---|
| Employment Agreement | No US employment agreement; dual assignment with ALC Aircraft Limited (Ireland) effective Mar 1, 2023; fixed term to Mar 1, 2028 (30% time allocation; €292,000 gross salary at Ireland unit) |
| Tax Equalization | Company provides tax equalization/gross-ups related to Ireland assignment; assistance on US/Ireland tax obligations |
| Severance (non-CIC) | If terminated without Cause or for Good Reason outside CIC window: accrued pay; prorated bonus based on actual performance; salary continuation to 2nd anniversary; 2x average bonus (prior 36 months); pro rata vesting of performance awards |
| Severance (double-trigger CIC, within 24 months) | Lump sum = 3x salary + target bonus; prorated target bonus; 2 years COBRA/life insurance premiums; full vesting at target for performance awards; best-net excise tax cutback |
| Change in Control Definition | As defined under 2014 and 2023 Equity Incentive Plans (35% ownership, board change, dissolution, qualifying transactions) |
| Potential Payments (illustrative as of 12/31/2024) | CIC termination total: $26.9M (severance/bonus, equity acceleration, benefits) |
Board Governance
- Board service: Director since April 2010; current board includes nine members .
- Committee roles: None listed for Plueger; management directors do not serve on standing committees .
- Independence: Not independent (employee director) .
- Leadership structure: Non-independent Executive Chairman, with independent Lead Director (Robert A. Milton) providing checks and defined responsibilities; CEO collaborates with Lead Director .
- Director compensation: Employee directors (including Plueger) receive no additional director compensation .
Compensation Structure Analysis
- Pay-for-performance design: Annual bonus metrics weighted 80% financial (revenue, adjusted net income) and 20% strategic; 2024 Company Performance Factor achieved 114% .
- 2024 refinements (stockholder feedback): Targets set above 2023 actuals; increased outperformance thresholds; financial weighting raised from 70% to 80%; greater BV RSU growth requirement .
- Long-term mix: 75% performance-based RSUs (BV and TSR), 25% time-based .
- 2025 annual bonus metrics: 100% financial (50% revenue, 50% adjusted net income), removing strategic metrics .
Compensation Governance and Safeguards:
- Double-trigger CIC; clawback policy (Rule 10D-1, NYSE compliant, adopted Nov 2023) .
- Prohibitions on hedging/pledging; no stock options; conservative equity burn (<1% in 2024) .
- Independent compensation consultant (Exequity) with no conflicts; annual market review and stockholder outreach .
Performance & Track Record
- 2024 operating/financial context: Fleet grew to 489 aircraft, 100% utilization; revenue +1.8% to $2.7B; net income $372.1M; liquidity $8.1B; composite cost of funds 4.14% .
- Capital returns: Dividend increased 5% to $0.22 per share (Jan 2025), marking 48th consecutive dividend and 12th annual increase since 2013 .
- Pay vs performance: 3-year TSR for 2022 cohort at 19.8% (55th percentile S&P MidCap 400); CEO “compensation actually paid” moved broadly with TSR and revenue trends .
Equity Ownership & Alignment Table (Selected 2024/2025 Disclosures)
| Metric | Value |
|---|---|
| Shares beneficially owned | 826,764 |
| Shares outstanding | 111,759,135 (Mar 7, 2025) |
| Ownership percent | Less than 1% |
| Ownership guideline | 6x base salary (CEO) |
| Current ownership vs guideline | 41x; $40,518,776 (Mar 7, 2025) |
| Hedging/pledging | Prohibited |
| 2024 time-based RSUs outstanding | 28,729 (vesting 2025–2027) |
| 2024 BV RSUs outstanding | 57,457 (performance period 2024–2026) |
| 2024 TSR RSUs outstanding | 28,729 (performance period 2024–2026) |
Director/Executive Policy Notes
- Anti-hedging and anti-pledging for directors/executives .
- Clawback policy covering incentive comp post-restatement, faultless recovery .
- No pensions beyond 401(k); no stock options granted since 2011 .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval with strong support after program refinements; committee continues engagement and annual reviews .
- 2023 feedback prompted higher goal rigor, greater financial weighting, and more transparent disclosure .
Compensation Committee Analysis
- Committee members: Cheryl Gordon Krongard (Chair), Susan McCaw, Marshall O. Larsen, Robert A. Milton—each independent and meeting NYSE/SEC requirements .
- Consultant: Exequity LLP retained; no other services to management; independence affirmed .
- Practices: Annual risk assessment; tally sheets; stock ownership guidelines; clawback; no hedging/pledging .
Related Party Transactions
- No related person transactions in 2024 (other than pre-approved categories) .
Investment Implications
- Alignment: High equity exposure and 41x ownership multiple vs guideline support shareholder alignment; prohibitions on hedging/pledging and robust clawback reduce agency risk .
- Incentives tied to fundamentals: 100% financial weighting in 2025 annual bonus (revenue and adjusted pre-tax income) and BV/TSR performance RSUs should reinforce capital discipline amid rate/delivery headwinds; caps at 200% limit upside asymmetry .
- Retention risk and potential supply: Material outstanding RSUs with scheduled cliffs/time-based vesting may create periodic selling pressure windows; performance RSUs depend on BV and TSR outcomes through 2026 .
- Change-in-control economics: Double-trigger CIC with 3x salary+target bonus and full target vesting could be dilutive under M&A scenarios; best-net excise provisions mitigate inefficient tax outcomes .
- Red flags: Tax equalization/gross-ups related to Ireland assignment (not common in US-only roles) add expense optics but are tied to cross-border employment; no options, no repricing, no pledging mitigate common governance concerns .
Overall, Plueger’s pay mix is heavily performance-based, with refined goal rigor and strong ownership alignment. Watch BV/TSR vesting trajectories and annual bonus outcomes vs higher 2025 financial targets while monitoring vesting calendars for potential trading supply signals .