Robert Milton
AIR LEASEAbout Robert A. Milton
Independent Lead Director at Air Lease Corporation; retired Chairman and CEO of ACE Aviation Holdings (Air Canada’s former parent). Age 64; director since April 2010. Serves as Chair of the Nominating & Corporate Governance Committee and sits on all three standing committees. Recognized for deep airline/aviation expertise and prior CEO experience; designated as financially literate and an audit committee financial expert by AL’s Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACE Aviation Holdings, Inc. | Chairman & CEO; President | CEO 2004–Jun 2012; President 2004–2011 | Led parent of Air Canada through restructuring era; aviation leadership credentials cited by AL board |
| Air Canada | Chairman; President & CEO | Chairman 2004–2007; CEO Aug 1999–Dec 2004 | Airline operating leadership; industry relationships emphasized by AL |
| International Air Transport Association (IATA) | Chair, Board of Governors | 2005–2006 | Global industry governance role |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Spirit Aviation Holdings, Inc. | Director | Current (as of 2025 proxy) | Listed in AL’s 2025 director biography under “Other Current Public Company Directorships” |
| Breeze Aviation Group, Inc. (Breeze Airways) | Director | Jun 2020–Aug 2024 | Private airline holding company |
| Cathay Pacific Airways Limited | Director | May 2019–May 2022 | Hong Kong-based airline |
| United Continental Holdings, Inc. | Non-Executive Chairman | Apr 2016–Apr 2018 | U.S. airline holding company |
| Georgia Tech Foundation | Trustee | Current | Non-profit governance role |
| Smithsonian Air & Space Museum | Director (Emeritus) | Current | Non-profit governance role |
Board Governance
- Lead Independent Director: Continues as Lead Director; responsibilities include chairing executive sessions, leading board/committee self-evaluations, agenda input, and direct shareholder consultation. Works closely with the (non-independent) Chairman and CEO on governance and performance matters. Executive sessions of non-employee directors are scheduled and chaired by Milton.
- Independence: Board determined Milton is independent under NYSE rules (7 of 9 directors independent in 2024–2025).
- Committee assignments and attendance:
- Audit Committee member; committee held 4 meetings in 2024 with 100% attendance; all members financially literate and designated “audit committee financial experts.”
- Leadership Development & Compensation Committee member; 7 meetings in 2024 with 100% attendance.
- Nominating & Corporate Governance Committee Chair; 4 meetings in 2024 with 100% attendance.
- Board activity: Board held 11 meetings in 2024; all nominees attended the 2024 annual meeting. Company disclosure notes most directors had 100% attendance, with two directors at 91% (not identified by name).
Fixed Compensation (Non-Employee Director Pay Framework and Milton 2024)
| Component | Amount |
|---|---|
| Annual Board retainer (cash) | $80,000 |
| Committee member retainers (Audit / LDC / N&CG) | $15,000 / $10,000 / $10,000 |
| Additional retainer – Committee Chair (N&CG) | $10,000 |
| Additional retainer – Lead Independent Director | $50,000 |
| Meeting fees (additional meetings in 2024) | $3,000 paid to each non-employee director |
| Milton – Fees earned/paid in cash (2024) | $178,000 |
Cash fees above are paid quarterly and prorated for time served; per diem for non-ordinary course work requires approval (none paid in 2024). Retainer levels unchanged since 2012.
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Units | Grant-Date Fair Value/Share | Vesting | Total Fair Value |
|---|---|---|---|---|---|
| Annual Director RSU Grant | May 3, 2024 | 2,528 | $51.41 | Vests in full on May 3, 2025 | $130,000 |
- Directors may elect to defer RSU settlement beyond vesting (to separation or 5/10-year deferral); deferred RSUs accrue dividend equivalents.
- As of Dec 31, 2024, aside from the 2024 grant above, non-employee directors held no other unvested RSUs.
Other Directorships & Interlocks
| Counterparty Type | Entity | Overlap Risk Consideration |
|---|---|---|
| Airline boards (current/past) | Spirit Aviation Holdings, Inc. (current); Breeze Aviation Group, Inc. (2020–2024); Cathay Pacific (2019–2022); United Continental (2016–2018) | Potential appearance-of-conflict if counterparties to AL; AL’s Related Person Transaction Policy requires N&CG review/approval; no related person transactions reported in 2024. |
Expertise & Qualifications
- Airline/aviation industry expertise; executive leadership; financial/capital allocation; international and risk oversight experience (per Board matrix).
- Audit committee financial expert and financially literate (as determined for all audit members).
- Deep global industry network and prior CEO experience cited as rationale for Lead Independent Director role.
Equity Ownership
| Date | Ownership Guideline | Milton Actual Ownership Multiple | Milton Value of Shares/Equivalents |
|---|---|---|---|
| Mar 7, 2025 | 5× annual cash retainer for directors | 27× | $2,181,581 |
| Mar 4, 2024 | 5× annual cash retainer for directors | 24× | $1,884,192 |
- All non-employee directors were in compliance with stock ownership guidelines as of the dates above.
- Anti-hedging and anti-pledging policy: Directors and officers are prohibited from hedging and from pledging AL securities as collateral.
Governance Assessment
- Strengths:
- Independent Lead Director with robust responsibilities; chairs executive sessions and leads board/committee self-evaluations—supports independent oversight despite a non-independent Chair.
- Committee breadth (audit, compensation, nominating) and committee attendance at 100% in 2024 indicate high engagement.
- Clear alignment: exceeds director ownership guideline by a wide margin (27× vs. 5×) and receives standard, time-based RSUs (no discretionary or performance plan anomalies for directors).
- No related person transactions reported in 2024; related-party oversight sits with the committee Milton chairs (N&CG).
- Watch-fors:
- Long tenure (director since 2010) can raise perceived independence concerns at some institutions; mitigated by Lead Director role and continued committee leadership.
- External airline directorships (current/past) can create perceived interlocks if AL has commercial dealings; AL’s policy requires review, and none were reported for 2024. Continue monitoring for new/expanded related-party exposure.
Director Compensation Summary (2024): Milton received $178,000 in cash fees and a $130,000 RSU grant (2,528 units), totaling $308,000.