Carol DiBattiste
About Carol DiBattiste
Carol DiBattiste (age 73) was appointed to AerSale’s Board on April 1, 2025. She is an independent director with deep credentials across corporate governance, regulatory compliance, cybersecurity, and senior U.S. government service (Under Secretary of the Air Force; Deputy Administrator, TSA; DOJ leadership). She holds an LL.M. (Columbia), J.D. (Temple), B.A. (LaSalle), completed Harvard Business School’s Strategic Leadership Program, earned Carnegie Mellon’s Cybersecurity Oversight Certification, is NACD Directorship Certified, and is licensed to practice law in Florida and D.C.; she also holds a Secret-level clearance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QOMPLX | Chief Legal & Compliance Officer & Corporate Secretary | 2021–2022 | Led cloud-native risk analytics governance and compliance |
| Comscore (Nasdaq: SCOR) | EVP, Chief Legal Officer & Compliance Officer & Corporate Secretary | 2019–2020 | Enterprise legal, compliance, governance oversight |
| Comscore | General Counsel & Chief Compliance, Privacy, People Officer & Secretary | 2017–2019 | Built compliance/privacy programs; people oversight |
| Education Management Corp. (Nasdaq: EDMC) | EVP, Chief Legal, Privacy, Security & Administrative Officer | 2013–2016 | Legal/privacy/security leadership |
| GeekNet (Nasdaq: GKNT) | EVP, General Counsel & Chief Administrative Officer | 2011–2013 | Corporate legal & administration |
| Reed Elsevier/LexisNexis (NYSE: RELX) | SVP, Privacy & Security | 2008–2011 | Privacy/security leadership |
| ChoicePoint (NYSE: CPS) | EVP, General Counsel & Chief Privacy Officer | 2005–2008 | Legal/privacy leadership |
| Dept. of Veterans Affairs | Executive in Charge & Vice Chair, Board of Veterans’ Appeals; Senior Advisor | 2016–2017; 2016 | Appeals modernization leadership |
| TSA, DHS | Deputy Administrator; Chief of Staff | 2004–2005; 2003–2004 | Transportation security agency leadership |
| U.S. Air Force (DoD) | Under Secretary (Senate confirmed) | 1999–2001 | Senior civilian leadership |
| DOJ | Deputy U.S. Attorney (S.D. Fla.); Director, Executive Office for U.S. Attorneys | 1997–1999; 1994–1997 | Federal prosecution & EOUSA leadership |
| Dept. of Navy (DoD) | Principal Deputy General Counsel | 1993–1994 | Senior legal role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AEye (Nasdaq: LIDR) | Independent Director; Board Chair | 2021–2023 | Member: Audit, Compensation, Nominating & Governance |
| Climb Global Solutions (Nasdaq: CLMB) | Independent Director | 2020–2021 | IT distribution/solutions governance |
| Giant Oak, Inc. | Director | N/D | AI provider board role |
| American Roll-On Roll-Off Carrier | Director | N/D | U.S.-flag transport carrier governance |
| AerSale (ASLE) | Director | Appointed Apr 1, 2025 | Appointment announced Apr 3, 2025 |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation, effective April 1, 2025 .
- Independence: The Board determined she qualifies as “independent” under Nasdaq rules; Audit, Governance, and Compensation committees consist solely of independent directors .
- Director nomination process: Governance Committee vets independence and conflicts; Ms. DiBattiste was recommended by the Company’s third‑party employee benefit plans consultant .
- Attendance baseline: During FY2024, each director (serving that year) attended at least 90% of Board and committee meetings; all directors attended the 2024 Annual Meeting . Committee activity: Compensation Committee met 3x; Governance Committee met 2x in 2024 .
- ESG oversight: Compensation Committee oversees ESG policies/programs; Audit oversees ethics hotline and cybersecurity; Governance manages independence and conflicts .
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $75,000 | Paid quarterly; effective under Amended Director Compensation Policy |
| Governance Committee Chair fee | $10,000 | Applicable to DiBattiste as chair |
| Compensation Committee member fee | $7,000 | Applicable to DiBattiste as member |
| Lead Independent Director retainer | $100,000 | Not applicable unless designated Lead Independent Director |
| Audit Committee chair/member fees | $17,500 / $10,000 | Reference for completeness; not applicable to DiBattiste’s current roles |
Proration: Directors joining off-cycle receive prorated cash and equity grants; Ms. DiBattiste’s 2025 compensation is prorated from April 1, 2025 .
Performance Compensation
| Equity Vehicle | Grant Value | Vesting | 2025 Expectation |
|---|---|---|---|
| Annual RSUs (non-employee director) | $125,000 | Generally vest in full on first anniversary of grant date, subject to continued service | Anticipated prorated RSU grant reflecting service from Apr 1, 2025 through Annual Meeting; full $125k RSU grants expected in June 2025 for non-employee directors |
No performance metrics are tied to director equity at AerSale; RSUs are time-based. Clawback policy applies to awards under the 2020 Plan and mandates clawback for Section 16 officers upon restatement per Rule 10D‑1; awards under the plan are subject to Company clawback policies .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | None; no member (including DiBattiste) served as an officer/employee or had Item 404 relationships; no executive officer interlocks disclosed |
Expertise & Qualifications
- Corporate governance, regulatory compliance, privacy and cybersecurity leadership across multiple public companies .
- Senior government leadership: Under Secretary of the Air Force; TSA Deputy Administrator; DOJ and VA senior roles .
- Education/licensure: LL.M. (Columbia), J.D. (Temple), B.A. (LaSalle); NACD Directorship Certified; CMU Cybersecurity Oversight Certification; licensed in FL & D.C.; Secret clearance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Carol DiBattiste | — | * (less than 1%) | April 9, 2025 |
Ownership alignment: Newly appointed with no reported beneficial ownership at record date; expected to receive prorated RSUs in 2025 pursuant to director policy . Anti‑hedging policy prohibits directors from hedging Company stock (e.g., collars/swaps) .
Governance Assessment
- Strengths: Independent status; Chairing Governance Committee enhances board effectiveness in director selection, conflicts review, and governance guideline oversight; deep compliance/cybersecurity experience aligns with Audit/Audit-risk oversight frameworks .
- Engagement: Governance and Compensation committees were active in 2024 (2 and 3 meetings respectively), indicating ongoing oversight cadence; board-wide attendance strong (≥90%) baseline .
- Compensation alignment: Director pay mix balances cash retainers with time‑based RSUs; prorated RSU grants ensure alignment without overcompensation upon mid‑year appointments .
- Conflicts/Red Flags: No Item 404 related‑party relationships for Compensation Committee members; no interlocks disclosed. As of the record date, DiBattiste had no beneficial ownership—a near‑term alignment gap mitigated by expected RSU grant; monitor future ownership accumulation. Anti‑hedging and clawback policies support shareholder‑friendly governance .
- Signal: Appointment and immediate elevation to Governance Chair suggests confidence in her governance rigor; nomination sourcing disclosed (third‑party benefits consultant), with independence assessments performed by the Board .