Matthew Hart
AIR LEASEAbout Matthew J. Hart
Matthew J. Hart, age 72, is an independent director of Air Lease Corporation (AL) and has served on the Board since May 2010. He is Chair of the Audit Committee and a member of the Nominating & Corporate Governance Committee; the Board identifies him (and all Audit Committee members) as an “audit committee financial expert.” Mr. Hart previously served as President and Chief Operating Officer of Hilton Hotels Corporation (2004–2007), EVP & CFO of Hilton (1996–2004), Senior Vice President & Treasurer of The Walt Disney Company, and EVP & CFO of Host Marriott Corp. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hilton Hotels Corporation | President & Chief Operating Officer | 2004–2007 | Senior operating leadership at global hospitality company |
| Hilton Hotels Corporation | Executive Vice President & Chief Financial Officer | 1996–2004 | Led finance transformation and capital allocation |
| The Walt Disney Company | Senior Vice President & Treasurer | Not disclosed | Corporate treasury leadership at Fortune 500 company |
| Host Marriott Corp. | Executive Vice President & Chief Financial Officer | Not disclosed | Public company CFO experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Airlines Group Inc. | Director | Current | Public company board experience |
| AMH (formerly American Homes 4 Rent) | Independent Chairperson | Current | Independent board leadership role |
Board Governance
- Independence: The Board determined Mr. Hart is independent under NYSE rules (seven of nine directors independent; employees excluded) .
- Committee leadership and expertise: Audit Committee Chair; Nominating & Corporate Governance Committee member; all Audit members are “financially literate” and “audit committee financial experts” under SEC rules .
- Board and committee activity/attendance (2024): Board held 11 meetings; most directors attended 100% of their meetings, two directors attended 91%; all nine nominees attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors meet in executive session as part of regular meetings; scheduled and chaired by the independent Lead Director .
Committee assignments and 2024 meeting cadence:
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Chair (Hart) | 4 | 100% (committee) |
| Nominating & Corporate Governance | Member (Hart) | 4 | 100% (committee) |
Fixed Compensation
Mr. Hart’s non‑employee director cash compensation and structure:
| Component (USD) | 2023 | 2024 |
|---|---|---|
| Annual Board retainer | $80,000 | $80,000 |
| Audit Committee member retainer | $15,000 | $15,000 |
| Nominating & Corporate Governance member retainer | $10,000 | $10,000 |
| Audit Committee Chair retainer | $20,000 | $20,000 |
| Meeting fees (excess meetings) | $0 (none paid in 2023) | $3,000 (paid to each non‑employee director) |
| Total cash fees (disclosed) | $125,000 | $128,000 |
Notes:
- Retainer levels have been unchanged since 2012 .
- Meeting fee policy: $1,500 per meeting above scheduled meetings (+2) threshold per year; in 2024 a total of $3,000 was paid to each non‑employee director for additional meetings .
Performance Compensation
Air Lease provides time-based equity to directors; no performance metrics are attached to director equity awards.
| Year | Grant date | Instrument | Shares Granted | Grant-Date Fair Value/Share | Aggregate Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|---|---|
| 2023 | May 8, 2023 | RSUs | 3,461 | $37.56 | $130,000 | Vest in full on May 8, 2024; pro‑rata vesting upon service termination; full vest on change in control |
| 2024 | May 3, 2024 | RSUs | 2,528 | $51.41 | $130,000 | Vest in full on May 3, 2025; pro‑rata vesting upon service termination; full vest on change in control |
- Directors may elect to defer delivery of vested RSUs; deferred RSUs accrue dividend equivalents invested into additional RSUs; Hart had no vested RSUs outstanding as of 12/31/2024 (suggesting no deferrals in prior grants) .
Other Directorships & Interlocks
- Current public boards: American Airlines Group Inc. (Director); AMH (Independent Chairperson) .
- Related-party transactions: The Company reported no related person transactions during 2024 (other than pre‑approved categories) .
Expertise & Qualifications
- Board “Matrix” highlights for Hart: executive leadership; airline/aviation expertise; financial/capital allocation expertise; international experience; risk management; other public company board experience .
- Audit Committee financial expert designation (all Audit members meet SEC definition) and enhanced independence standards for the Audit Committee are met .
Equity Ownership
| Ownership detail | Value |
|---|---|
| Beneficial ownership (3/7/2025) | 57,516 shares; “<1%” of outstanding Class A |
| Included RSUs | Includes 2,528 unvested RSUs vesting within 60 days of 3/7/2025 |
| Vested RSUs (as of 12/31/2024) | None (—) |
| Director ownership guidelines | 5x annual cash retainer ($400,000 target) |
| Compliance status (Hart) | 33x multiple; $2,639,984 value as of 3/7/2025; in compliance |
| Hedging/pledging | Prohibited for directors (anti‑hedging and anti‑pledging policies) |
Governance Assessment
- Strengths for investor confidence: Independent director; Audit Chair and audit committee financial expert; robust ownership alignment (33x guideline multiple); anti‑hedging/pledging policies; no related‑party transactions disclosed in 2024; and rigorous committee attendance with clear oversight mandates .
- Compensation/governance responsiveness: Say‑on‑pay support improved to ~94% in 2024 (2025 proxy), following targeted program changes after a 2023 decline; indicates effective board‑level responsiveness through the Leadership Development & Compensation Committee (Hart sits on Nominating, not Compensation, but overall board engagement is relevant) .
- Potential conflicts monitoring: Mr. Hart serves on other public boards (AAI/AMH); AL reports no related person transactions in 2024 and maintains a Related Person Transaction Policy with Nominating & Corporate Governance oversight, on which Hart serves .
Director Compensation (Summary for 2024)
| Metric | Amount |
|---|---|
| Fees earned or paid in cash | $128,000 |
| Stock awards (grant‑date fair value) | $130,000 |
| Total | $258,000 |
Additional Policies and Practices Relevant to Governance
- All standing committees composed entirely of independent directors; robust stock ownership guidelines; mandatory resignation policy for directors not receiving majority support; executive sessions of non‑employee directors; annual board and committee self‑evaluations led by the independent Lead Director .
- Clawback policy (NYSE‑compliant) applies to incentive compensation for Section 16 officers; anti‑hedging/pledging policies extend to directors .
Overall, Hart’s role as Audit Chair and financial expert, strong equity ownership, and independent status support board effectiveness and investor alignment, with no disclosed related‑party or pledging/hedging red flags in 2024–2025 disclosures .