Marshall Larsen
AIR LEASEAbout Marshall O. Larsen
Independent director at Air Lease Corporation since May 2014; age 76. Retired Chairman, President and CEO of Goodrich Corporation with four decades in aerospace operations and governance. Currently serves on Air Lease’s Nominating & Corporate Governance and Leadership Development & Compensation Committees; the Board has affirmatively determined he is independent under NYSE rules. The Board held 11 meetings in 2024; committees on which he serves reported 100% attendance, and overall Board attendance was high (with two unspecified directors at 91%). His background offers deep aerospace, capital allocation, and risk oversight expertise relevant to Air Lease’s strategy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goodrich Corporation | Chairman, President & CEO | 2003–2012 | Led public aerospace supplier through sale to UTC; governance and regulatory experience cited as qualifications. |
| Goodrich Corporation | President & COO; Director | 2002–2003 (President & COO); Director from Apr 2002 | Operational leadership across aerospace systems. |
| Goodrich Aerospace (division of Goodrich) | EVP; President & COO | 1995–Jan 2002 | Division leadership; aerospace operations. |
| Goodrich Corporation | Various roles | Joined 1977 | Progressive aerospace leadership track. |
| Federal Reserve Bank of Richmond | Former Director | — | Financial/regulatory perspective. |
| U.S. Aerospace Industries Association | Former Chairman | — | Industry advocacy and policy leadership. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Current public company boards | — | — | None. Reduces interlock/conflict risk. |
| Becton, Dickinson and Company | Director | Sep 2007–Jan 2024 | Large-cap healthcare board experience. |
| Raytheon Technologies Corporation | Director | 2012–Apr 2022 | Aerospace/defense board experience. |
| Lowe’s Companies, Inc. | Director | 2004–May 2019 | Retail and capital allocation oversight. |
| Purdue University (Mitch Daniels School of Business) | Dean’s Advisory Council member | Current | Academic/leadership advisory role. |
Board Governance
| Item | Detail |
|---|---|
| Committees | Nominating & Corporate Governance (member); Leadership Development & Compensation (member). |
| Committee chair roles | None (chairs: N&CG – Robert A. Milton; LDC – Cheryl Gordon Krongard). |
| 2024 committee meetings/attendance | N&CG: 4 meetings; 100% attendance. LDC: 7 meetings; 100% attendance. |
| Board meetings/attendance | Board met 11 times in 2024; all nominees attended 100% of Board/committee meetings except two directors at 91% (names not specified). |
| Independence | Board determined Larsen independent in 2024–2025. |
| Lead Independent Director | Robert A. Milton; robust responsibilities (exec sessions, agenda setting, evaluations). |
| Related-party oversight | N&CG reviews/approves all related person transactions per policy. |
| Compensation committee interlocks | None; all LDC members (incl. Larsen) were independent; no cross-board interlocks with AL executives. |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount/Detail |
|---|---|
| Annual Board retainer (cash) | $80,000 (program level). |
| Committee member retainers (cash) | LDC: $10,000; N&CG: $10,000 (program levels). |
| Meeting fees | $1,500 per meeting above threshold; $3,000 paid to each non-employee director in 2024. |
| Larsen – Cash fees (actual 2024) | $103,000. |
| Annual equity grant (RSUs) | 2,528 RSUs on May 3, 2024; vest in full May 3, 2025; grant-date fair value $51.41; equity value $130,000. |
| Larsen – Stock awards (actual 2024) | $130,000. |
| Larsen – Total director compensation (2024) | $233,000. |
Performance Compensation (Director Plan Features)
| Feature | Detail |
|---|---|
| Performance-conditioned pay | None for directors; annual RSUs are time-based. |
| Vesting | Director RSUs vest in full on first anniversary of grant; prorated if service ends before 1 year (except as below). |
| Change-in-control | If service terminates following a change in control, RSUs vest in full. |
| Deferral | Directors may defer RSU receipt to separation or 5/10 years; post-vesting deferred RSUs accrue dividend equivalents. |
| Clawback | Company maintains a clawback policy compliant with current NYSE listing standards. |
| Hedging/Pledging | Hedging and pledging by directors prohibited. |
| Consultant | Exequity LLP retained as independent comp consultant for executive and director matters. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None. |
| Prior public boards | Becton, Dickinson (2007–Jan 2024); Raytheon Technologies (2012–Apr 2022); Lowe’s (2004–May 2019). |
| Compensation committee interlocks | None involving AL executives; all LDC members (incl. Larsen) were not AL officers/employees. |
Expertise & Qualifications
- Aerospace leadership: Former Goodrich CEO/Chairman; extensive industry knowledge supporting fleet strategy and OEM dynamics.
- Board matrix: Executive leadership, airline/aviation expertise, financial/capital allocation, international experience, risk oversight, and other public board experience.
- Governance: Service on N&CG and LDC committees; engaged in compensation oversight and annual Board/committee self-evaluations.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 7, 2025) | 49,273 shares; “*” less than 1% of outstanding (111,759,135 shares). |
| Ownership breakdown (footnote) | Includes (i) 33,808 vested RSUs (incl. dividend-equivalent RSUs) deferred; (ii) 2,528 unvested RSUs vesting within 60 days of Mar 7, 2025. |
| Vested RSUs (Dec 31, 2024) | 33,651 vested RSUs (reflects earlier date; excludes 2025 accruals). |
| Ownership guidelines | Director guideline: 5x annual cash retainer; Larsen actual: 28x ($2,261,627 value as of Mar 7, 2025) – in compliance and well above threshold. |
| Hedging/Pledging | Prohibited by policy (no director hedging or pledging). |
Governance Assessment
- Strengths: Independent director with deep aerospace CEO experience; serves on both N&CG and LDC (key governance levers). Committees reported 100% attendance in 2024; Board conducted structured self-evaluations led by the Lead Independent Director. Stock ownership is robust at 28x the retainer, aligning incentives; hedging/pledging prohibited; LDC uses an independent consultant; no compensation committee interlocks.
- Compensation alignment: Director pay balanced between cash ($103,000) and equity ($130,000) with time-based RSUs, deferral options, and standard CIC treatment—no performance pay for directors, which is typical and reduces risk of metric gaming.
- Conflicts/Related-party exposure: No current public company directorships (reduces interlocks); related-person transactions reviewed/approved by N&CG; no interlocks with AL executives. No pledging allowed.
- Attendance/engagement: Board met 11 times; two unnamed directors were at 91%, but committees on which Larsen serves had 100% attendance—indicative of strong engagement at the committee level.
Overall signal: Governance profile is solid—independence, high ownership alignment, and active committee service with formal evaluation processes support investor confidence; no evident red flags regarding conflicts, related-party transactions, or compensation anomalies.