Judith Fedder
About Judith Fedder
Lt. General Judith A. Fedder (Age: 67) has served as an independent director of AerSale since July 1, 2022. She retired after nearly 35 years of active duty in the U.S. Air Force, culminating as Deputy Chief of Staff for Logistics, Installations and Mission Support, overseeing logistics readiness, aircraft and munitions maintenance, civil engineering, and security forces policy and budgets. She holds a B.S. from Michigan State University (1980) and an MBA from the Florida Institute of Technology, is a distinguished ROTC graduate, and led major aircraft maintenance commands including the 76th Maintenance Wing at Tinker AFB. Post-military, she served as Senior Director for Global Sales & Marketing (Integrated Logistics, Boeing Defense) and is currently a Senior Advisor at Boston Consulting Group, bringing deep logistics, MRO, defense contracting, and governance experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Deputy Chief of Staff for Logistics, Installations and Mission Support | Nearly 35 years active duty (retired) | Led policy and budgets for logistics, maintenance, civil engineering, security forces; weapon system availability focus |
| U.S. Forces Azores | Sub-Unified Commander | Not disclosed | Operational command leadership |
| 76th Maintenance Wing (Tinker AFB) | Commander | Not disclosed | Led ~9,000 employees in MRO of aircraft, engines, components |
| Boeing Defense | Senior Director, Global Sales & Marketing, Integrated Logistics | Not disclosed | Secured aftermarket services for fighter/helicopter platforms; supply chain capture |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boston Consulting Group | Senior Advisor | Current | Advisory capacity |
| GelSight, Inc. | Board Director | Current | Private company board |
| Institute for Defense & Business | Board Director | Current | Nonprofit board, Chapel Hill, NC |
| Defense Advisory Committee for Women in the Services | Member | Prior | Federal advisory committee service |
| Civil Air Patrol | Board of Governors (Emeritus) | Prior | Governance experience |
| USAF Academy | Board of Visitors | Prior | Presidential appointee |
Board Governance
- Current committees: Audit (member) and Compensation (Chair, appointed March 31–April 1, 2025) .
- Independence: Board determined she is independent for audit committee purposes under Exchange Act Rule 10A-3 and Nasdaq rules; Compensation Committee members, including Fedder, meet Nasdaq’s heightened independence standards and are “non-employee directors” for Rule 16b-3 .
- Attendance: Each director attended at least 90% of Board and committee meetings in FY2024; all directors attended the 2024 Annual Meeting .
- Engagement: Audit Committee met 4 times in 2024; Compensation Committee met 3 times; Governance Committee met 2 times—Fedder served on Audit and Compensation during the year .
- Board composition and leadership: Post-2025 AGM, Board will be 7 directors (5 independent, 1 executive); executive sessions of independent directors are a governance practice; lead independent director to transition from Peter Nolan to Andrew Levy after the 2025 Annual Meeting .
Fixed Compensation
| Metric (FY2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer (director) | $75,000 | Standard retainer under Amended Director Compensation Policy |
| Committee fees (Audit member; Compensation member) | $10,000; $7,000 | Audit member retainer pro-rated for appointment; Compensation member retainer |
| Total cash fees earned | $90,082 | Actual FY2024 cash paid |
| Annual RSU grant (grant-date fair value) | $125,000 | Director RSUs vest in full on first anniversary, subject to service |
| Total director compensation | $215,082 | Cash + equity |
| Non-employee director annual cap (cash + equity) | $325,000 | Plan limit per Second Amendment to 2020 Equity Plan |
| Unvested RSUs outstanding (as of 12/31/2024) | 16,960 | Director award inventory |
Director compensation schedule includes chair/member retainers: Audit Chair $17,500 / member $10,000; Compensation Chair $15,000 / member $7,000; Governance Chair $10,000 / member $5,000 .
Performance Compensation
- Non-employee directors do not receive performance-based bonuses or PSUs; equity is service-vested RSUs that generally vest after one year, aligning director interests with shareholders .
- Equity plan governance protections: clawback applies to awards; no dividends or dividend equivalents on unvested awards; no repricing of options/SARs without stockholder approval; director annual cap $325,000 (cash+equity) .
| Element | Metric/Condition | Terms |
|---|---|---|
| Director RSUs | Service-based vesting | Full vest at 1-year anniversary, subject to continued service |
| Clawback | Restatement-triggered recovery | Section 10D-compliant clawback; plan awards subject to clawback policy |
| Dividends on unvested awards | Prohibited | No dividend equivalents prior to vest |
| Annual director comp cap | $325,000 | Combined cash + grant-date fair value of awards per fiscal year |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Transaction |
|---|---|---|
| GelSight, Inc. | Director | No AerSale-related transactions disclosed |
| Institute for Defense & Business | Director | No AerSale-related transactions disclosed |
| Board-level related party context | Andrew Levy (AerSale director; Avelo CEO) | AerSale performed $1.4m MRO C-check services for Avelo; Audit Committee approved at market rates; Levy did not personally benefit |
- Compensation Committee interlocks: None—no member has served as an officer/employee of AerSale; no cross-comp committee interlocks disclosed .
Expertise & Qualifications
- Deep logistics and MRO leadership with direct responsibility for combat readiness and weapon system availability across USAF; commanded large-scale MRO operations (9,000+ personnel) .
- Defense contracting and aftermarket services background at Boeing Defense; supply chain capture experience .
- Governance and policy roles across federal agencies; advisory with BCG strengthens strategic oversight .
- Education and honors: B.S. Michigan State; MBA Florida Institute of Technology; Michigan State Distinguished Alumni Award (2014) .
Equity Ownership
| Metric (as of 4/9/2025 unless noted) | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 37,708 | Less than 1% of outstanding |
| Shares outstanding | 46,860,066 | Record date for 2025 Annual Meeting |
| Ownership % of outstanding | ~0.08% | Computed from 37,708/46,860,066 |
| Unvested RSUs (12/31/2024) | 16,960 | Director equity inventory |
| Hedging policy | Prohibited | Hedging, collars, exchange funds banned for directors/officers/employees |
| Pledging | Not disclosed | No pledging by Fedder disclosed |
Board Governance
- Committee assignments and chair roles: Compensation Committee Chair; Audit Committee member; independent under Nasdaq standards; financially literate for Audit Committee service (Board designated audit committee financial experts are Levy, Nolan, Mullins—not Fedder) .
- Engagement and oversight: Compensation Committee oversees executive compensation and ESG policies/programs; Audit oversees financial reporting, cybersecurity, related person transactions; Governance manages independence and conflicts .
- Corporate governance practices: majority voting; annual stock grant to non-employee directors; independent compensation consultant; executive sessions of independent directors; enterprise risk management .
Governance Assessment
- Strengths: Independent director leading Compensation Committee; strong attendance record (>90% in FY2024); seasoned logistics/MRO and defense contracting expertise aligned with AerSale’s aftermarket focus; equity-based director pay and clawback/hedging restrictions support alignment .
- Potential watch items:
- Consultant independence optics: Mercer served as independent compensation consultant, while management retained Mercer for payroll/benefits implementation ($287,500 + $53,000) not approved/ratified by the Compensation Committee; Committee concluded no conflicts, but dual engagements warrant monitoring for perceived independence .
- Related party ecosystem on Board: Avelo transaction ($1.4m) with director’s company (Levy) was Audit-approved at market rates; not involving Fedder, but underscores importance of robust related party controls she oversees via Audit participation .
- Overall: Fedder’s background and committee leadership indicate positive governance effectiveness, with limited direct conflict exposure and clear independence; continued vigilance on advisor independence and related party oversight is advisable .
RED FLAGS
- None disclosed for Fedder regarding related-party transactions, pledging, hedging, SEC investigations, or attendance shortfalls .
Director Compensation Details (Policy Snapshot)
| Component | Chair Fee | Member Fee |
|---|---|---|
| Audit Committee | $17,500 | $10,000 |
| Compensation Committee | $15,000 | $7,000 |
| Governance Committee | $10,000 | $5,000 |
| Annual Director RSU Grant | $125,000 | Grant-date fair value; 1-year vest |
Insider Filings Compliance
| Person | Late/Delinquent Section 16(a) Reports (FY2024) | Notes |
|---|---|---|
| Judith A. Fedder | None disclosed | Company noted compliance for directors; late filings were by CIO Pizzi (Form 3) and CEO Finazzo (Form 4, 1 day late) |
Notes
- Board nominees (2025): Fedder is nominated to serve until the 2026 Annual Meeting; Board set size to 7 after Nolan and Kehler do not stand for re-election .
- Governance documents and committee charters available at ir.aersale.com (not incorporated by reference) .