Yvette Hollingsworth Clark
AIR LEASEAbout Yvette Hollingsworth Clark
Yvette Hollingsworth Clark, age 58, is an independent director of Air Lease Corporation (AL) since May 2021 and serves on the Audit Committee. She is Executive Vice President and Global Chief Compliance Officer at State Street Corporation (since October 2022), with prior senior compliance and financial crimes leadership roles at Google, Wells Fargo, Barclays, Citigroup, and approximately 10 years as a regulator at the Federal Reserve System, bringing deep risk, compliance, and governance expertise to AL’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Street Corporation | EVP & Global Chief Compliance Officer | Oct 2022 – Present | Leads global compliance; governance and regulatory oversight |
| Google LLC | Senior Director, Trust—Global Head of Compliance | Oct 2021 – Oct 2022 | Built trust and compliance frameworks in tech context |
| Wells Fargo & Company | EVP & Regulatory Innovation Officer | Not disclosed | Regulatory strategy and innovation |
| Barclays Corporate & Investment Bank | MD & Global Head of Financial Crimes | Not disclosed | Financial crimes risk management |
| Citigroup | MD & North America AML Regional Compliance Head | Not disclosed | AML leadership |
| Federal Reserve System | Regulator | ~10 years | Prudential supervision and regulatory policy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Diligent Corporation (private) | Director | Not disclosed | Private company board; governance software sector |
| Executive Leadership Council | Member | Not disclosed | Senior leadership network |
| International Women’s Forum | Member | Not disclosed | Global leadership forum |
| Public company directorships | None | — | No current public board seats disclosed |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met four times in 2024 with 100% attendance and all members (including Clark) designated “financially literate” and SEC “audit committee financial experts” .
- Independence: The Board determined seven of nine directors, including Hollingsworth Clark, were independent under NYSE rules during 2024–2025 .
- Attendance: The Board held 11 meetings in 2024; overall attendance was strong—each director nominee attended 100% of Board and committee meetings except two directors at 91%. Audit Committee attendance was 100% .
- Executive sessions: Non-employee directors meet in executive session at regularly scheduled meetings, chaired by the Lead Independent Director .
- Governance practices: Majority voting standard with mandatory resignation upon failure to receive majority; prohibition on hedging and pledging by directors; robust stock ownership guidelines; annual board/committee evaluations; active risk oversight including cybersecurity and enterprise risk management via Audit Committee .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board Cash Retainer | 80,000 | Paid quarterly; unchanged since 2012 |
| Audit Committee Member Retainer | 15,000 | Committee retainer rate |
| Additional Meeting Fees | 3,000 | Paid for attending meetings above threshold in 2024 |
| Total Cash Fees (2024) | 98,000 | Sum of retainer + committee + meeting fees |
Performance Compensation
| Equity Award Type | Grant Date | Shares Granted (#) | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Director RSUs | May 3, 2024 | 2,528 | 130,000 | Cliff vest on May 3, 2025; daily prorata if service ends; full vest on change-in-control | Value per share $51.41; deferral elections available with dividend equivalents post-vesting |
AL’s pay-for-performance framework (executive program overseen by the Leadership Development & Compensation Committee) emphasizes financial rigor. The 2024 annual bonus metrics for executives were: Total Revenue (40%), Adjusted Net Income Before Income Taxes (40%), Increase Irish Presence (10%), and % of fleet newest-gen aircraft (10%); weighted earned Company Performance Factor was 114% based on actual results (e.g., Revenue $2,734M; Adjusted NI Before Taxes $574M) .
| 2024 Performance Measure | 2024 Target | 2024 Actual | Weight | Weighted Payout |
|---|---|---|---|---|
| Total Revenue ($M) | 2,862 | 2,734 | 40% | 39% |
| Adjusted Net Income Before Income Taxes ($M) | 754 | 574 | 40% | 35% |
| Increase Irish Presence (%) | 14 | 23 | 10% | 20% |
| % Fleet Newest Gen (%) | 77 | 80 | 10% | 20% |
| Company Performance Factor (Total) | — | — | — | 114% |
Other Directorships & Interlocks
| Company | Market Relationship to AL | Role | Potential Interlock/Conflict Indicator |
|---|---|---|---|
| None (public) | — | — | No public company interlocks disclosed |
| Diligent Corporation (private) | Governance software provider | Director | No related-party transactions with AL disclosed for 2024 |
Expertise & Qualifications
- Audit and risk: SEC-designated audit committee financial expert; experienced in ERM, compliance, financial crimes, AML, and banking industry risk management .
- Regulatory background: ~10 years as a Federal Reserve regulator; senior compliance roles across major financial institutions .
- Technology and trust: Led global compliance at Google—useful for cybersecurity oversight, which the Audit Committee covers .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (Shares) | 22,491 | Includes 3,266 vested RSUs deferred and 2,528 unvested RSUs vesting within 60 days of March 7, 2025; <1% of outstanding |
| Director Stock Ownership Guideline | 5x annual cash retainer | Guideline applies to all non-employee directors |
| Compliance Status (as of Mar 7, 2025) | 13x; $1,032,359 | Based on closing price; all independent directors in compliance |
| Vested RSUs held (12/31/2024) | 3,251 | As of year end; excludes 2024 grant still unvested |
| Hedging/Pledging | Prohibited | Applies to directors and executive officers |
Governance Assessment
- Board effectiveness: Hollingsworth Clark strengthens AL’s audit, compliance, and risk oversight capacity as an SEC “financial expert.” Audit Committee attendance was 100%, supporting consistent governance engagement .
- Independence & alignment: Confirmed independent; adheres to stringent stock ownership guidelines with 13x retainer value held, signaling strong alignment with shareholders; hedging and pledging are prohibited .
- Compensation appropriateness: 2024 director pay mix balanced—$98k cash and $130k time-vested RSUs; RSUs have reasonable vesting and change-in-control protections; deferral features support long-term alignment .
- Conflicts/related-party exposure: No related-party transactions in 2024; Code mandates disclosure and resolution of conflicts with a resignation requirement upon unresolved conflicts; her employment at State Street is noted, but no AL-related transactions disclosed .
- Investor confidence signals: Strong governance practices (majority vote/resignation policy, executive sessions, clawback policy, stock ownership) and board’s active risk oversight, including cybersecurity; 2024 Say-on-Pay support approx. 94% indicates constructive investor sentiment toward AL’s compensation governance overall .
RED FLAGS: None disclosed regarding attendance, related-party transactions, hedging/pledging, or low ownership alignment for Hollingsworth Clark in 2024–2025 .