Susan McCaw
AIR LEASEAbout Susan McCaw
Susan McCaw (age 62) is an independent director of Air Lease Corporation, serving since November 2019. She is President of SRM Capital Investments and previously served as U.S. Ambassador to the Republic of Austria (Nov 2005–Dec 2007), a Principal at Robertson Stephens & Company, and a business analyst at McKinsey & Company, bringing capital markets, investment, and international diplomatic experience to AL’s board. She currently sits on AL’s Leadership Development & Compensation Committee and holds public board seats at Lionsgate Entertainment Corp. and Lionsgate Studios Corp.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SRM Capital Investments | President | Current | Private investment leadership; capital allocation and markets experience |
| U.S. Government | U.S. Ambassador to Austria | Nov 2005–Dec 2007 | Foreign policy, international relations experience |
| COM Investments | President | Apr 2004–Jun 2019 | Investment management leadership |
| Robertson Stephens & Co. | Principal; Associate (Venture Capital Group) | Prior to Apr 2004 (dates not specified) | Investment banking/venture investing background |
| McKinsey & Company | Business Analyst (NY & Hong Kong) | Early career (dates not specified) | Strategy/analytics foundation |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Lionsgate Entertainment Corp. | Director | Current | Public company directorship |
| Lionsgate Studios Corp. | Director | Current | Public company directorship |
| Hoover Institution | Board Chair | Current | Non-profit governance leadership |
| Knight-Hennessy Scholars | Global Advisory Board | Current | Higher-ed advisory leadership |
| Ronald Reagan Presidential Foundation & Library | Board Member | Current | Non-profit governance |
| Malala Fund for Girls’ Education | Founding Board Member | Current | Global education advocacy |
| Harvard Business School | Former Board of Dean’s Advisors | Former | Advisory experience |
| Stanford University | Trustee Emerita | Former | University governance experience |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Ms. McCaw is independent under NYSE rules (seven of nine directors independent) |
| Committees | Leadership Development & Compensation (member) |
| Committee Meetings (2024) | Leadership Development & Compensation: 7 meetings; 100% attendance at committee level |
| Board Meetings (2024) | 11 meetings; all nominees attended 100% except two directors at 91% (not specified by name) |
| Years of Service | Director since November 2019 |
| Chair Roles | None disclosed (LD&C chaired by Cheryl Gordon Krongard) |
Fixed Compensation
| Year | Annual Board Retainer ($) | Committee Fee(s) ($) | Meeting/Other Fees ($) | Total Cash Fees ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 80,000 | 10,000 (LD&C member) | 3,000 additional meetings paid to each non-employee director | 93,000 (matches proxy) | Meeting fee policy: $1,500 per meeting above threshold; per diem $2,500 (none paid 2024) |
| 2023 | 80,000 | 10,000 (LD&C member) | 5,000 implied by total (no per-meeting detail disclosed) | 90,000 (proxy reported) | Proxy summary totals for 2023 |
Performance Compensation
| Year | Grant Date | Award Type | RSUs Granted (#) | Grant-Date Fair Value ($) | Fair Value/Share ($) | Vesting & Deferral |
|---|---|---|---|---|---|---|
| 2024 | May 3, 2024 | Annual Director RSUs | 2,528 | 130,000 | 51.41 | Vest in full on 1st anniversary; directors may elect deferral (5- or 10-year or to separation), with dividend equivalents on deferred RSUs; full vest on change in control; daily pro-rata vest if service ends before 1 year (no CIC) |
| 2023 | May 8, 2023 | Annual Director RSUs | 3,461 | 130,000 | 37.56 | Vest in full on 1st anniversary; same deferral/vesting policy as above |
Note: AL’s director equity is time-based (not performance-based); no director-specific performance metrics apply to these awards. Policy allows election to receive cash retainers in stock and sets equity grant values ($130,000 annual; $180,000 initial) .
Other Directorships & Interlocks
| Company | Relationship to AL | Interlock/Conflict Notes |
|---|---|---|
| Lionsgate Entertainment Corp. | Unrelated public board | No AL-related interlock disclosed |
| Lionsgate Studios Corp. | Unrelated public board | No AL-related interlock disclosed |
| Compensation Committee Interlocks | N/A | AL discloses no compensation committee interlocks; LD&C members (incl. McCaw) were not officers; no reciprocal board/committee interlocks reported |
| Related Party Transactions (2024) | Company-wide | No related person transactions (other than pre-approved categories) in 2024; NG&C Committee oversees such matters |
Expertise & Qualifications
- Capital markets and investment management expertise from SRM Capital Investments and prior roles at Robertson Stephens (banking and venture capital) .
- International/diplomatic experience as U.S. Ambassador to Austria; global business and relationships .
- Public company board experience (Lionsgate Entertainment Corp.; Lionsgate Studios Corp.) .
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of Mar 7, 2025) | 27,905 shares; <1% of outstanding |
| Vested RSUs (deferred; incl. dividend equivalents) | 15,572 shares (deliverable upon certain events) |
| Unvested RSUs (vesting within 60 days of 3/7/2025) | 2,528 shares |
| Director Ownership Guidelines | Requirement: 5x annual cash retainer ($80,000) = $400,000 target; McCaw at 16x ($1,280,846) as of 3/7/2025; all directors in compliance |
| Hedging/Pledging | Hedging prohibited; directors/officers may not pledge AL securities |
Governance Assessment
- Board effectiveness and engagement: Independent director on LD&C with 100% committee attendance in 2024; Board met 11 times with strong overall attendance (two directors at 91%, names not specified) .
- Alignment: High equity alignment—16x ownership vs. 5x guideline—supports long-term shareholder alignment; anti-hedging/pledging policy reduces agency risk .
- Compensation structure: Director pay mix balanced—$80k cash retainer plus committee fees and a $130k annual RSU grant vesting after one year; modest meeting fees; no changes to retainers since 2012, indicating cost discipline .
- Conflicts/related-party risk: No related person transactions in 2024; NG&C committee reviews/approves any such matters; LD&C interlocks explicitly absent—low structural conflict risk .
- Potential watch items: Multiple external commitments (two public boards plus significant non-profit leadership) can increase time demands, though AL’s committee-level attendance for LD&C was 100% in 2024 .