Robert Nichols
About Robert B. Nichols
Robert B. Nichols (age 68) has served on AerSale’s board since December 2020. He co‑founded AerSale Corp. in 2008, served as COO (2008–2017), Principal (2017–2019), Division President, Asset Management Solutions (2019–2023), and Vice Chairman (2019–2023) before retiring from employment on December 31, 2023. He holds a B.S. in business administration and accounting from the University of Texas and completed vocational technical training at Boeing/Aviall on multiple engine platforms (P&W JT8D, CFM56‑3, IAE V2500, RR Tay 650) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AerSale Corp. | Co‑Founder; COO; Principal; Division President, Asset Management Solutions; Vice Chairman | COO 2008–2017; Principal 2017–2019; Division President 2019–2023; Vice Chairman 2019–2023; retired 12/31/2023 | Senior leadership; deep institutional knowledge; operations and customer relations |
| AeroTurbine, Inc. | Co‑Founder and COO | 1997–2008 | Built MRO/parts platform; global experience |
| AeroThrust, Inc. | VP, Engine Sales & Leasing | 1990–1997 | Engine sales/leasing expertise |
| Greenwich Air Services | Director, Engine Sales & Leasing | 1989–1990 | Technical/marketing experience |
External Roles
No other public company directorships disclosed for Nichols in the proxy .
Board Governance
- Independence: Not independent under Nasdaq rules due to employment through Dec 31, 2023; only becomes eligible after three years of non‑employment. Board explicitly classifies Nichols as not independent; independent directors are Fedder, Levy, Mullins, DiBattiste, Mitchell .
- Committees: No committee assignments (not listed on Audit, Compensation, Governance, or Investment Committees) .
- Attendance: Each director attended at least 90% of Board and committee meetings in 2024 .
- Tenure: Director since December 2020 .
- Board structure: Lead Independent Director currently Peter Nolan, anticipated transition to Andrew Levy post‑2025 Annual Meeting (Nichols is not lead) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly in arrears under Director Compensation Policy |
| Committee chair/member fees | $0 | Audit chair $17,500; Audit member $10,000; Comp chair $15,000; Comp member $7,000; Gov chair $10,000; Gov member $5,000; Nichols holds no committee roles |
| Equity (RSUs) – annual policy | $125,000 grant date value | Generally vests in full on first anniversary, subject to service |
| 2024 actual equity awards | $177,158 stock awards | Reflects annual $125,000 RSUs plus an additional pro‑rated grant of 4,394 RSUs valued at $52,158 |
| Total 2024 director comp | $254,795 | $75,000 cash + $177,158 equity |
| Non‑employee director annual cap | $325,000 | Plan limit increased from $300,000 to $325,000 (subject to stockholder approval of Second Amendment) |
Performance Compensation
| Element | Metric | Vesting/Measurement | Status |
|---|---|---|---|
| Director RSUs | None (time‑based; no performance metric) | Vests in full one year from grant date, contingent on continued service | In line with policy for non‑employee directors |
| Options/PSUs (director) | N/A | Not part of standard director program | Not applicable |
Directors at AerSale receive time‑based RSUs; performance‑based awards (PSUs/options tied to EBITDA or price) are used for executives, not directors .
Other Directorships & Interlocks
- Other public boards: None disclosed for Nichols .
- Interlocks/conflicts: Co‑founder relationship with current CEO (Finazzo) and prior senior executive roles may influence governance dynamics; no related‑party transactions disclosed involving Nichols. A 2024 related‑party transaction with Avelo Airlines (Andrew Levy’s company) was approved by the Audit Committee at market rates; Nichols not implicated .
Expertise & Qualifications
- Founding operator with decades of aviation aftermarket experience (MRO, parts distribution, engine leasing) .
- Business/accounting education; technical training on major engine platforms .
- Brings marketing, technical, and global customer relations expertise; deep institutional knowledge of AerSale’s operations .
Equity Ownership
| Item | Amount | Details |
|---|---|---|
| Total beneficial ownership (shares) | 3,470,587 | Includes 3,440,733 via ThoughtValley L.P. and 8,500 held by spouse |
| Ownership (%) | 7.4% | Based on 46,860,066 shares outstanding as of April 9, 2025 |
| Unvested RSUs outstanding (12/31/2024) | 21,354 | Unvested director RSUs at year‑end |
| Options | None disclosed | No options listed for Nichols in director table; unvested RSUs noted |
| Pledging/hedging | Hedging prohibited by Insider Trading Policy; no pledging disclosed | Applies to directors; no pledges reported for Nichols |
Governance Assessment
- Strengths
- Significant “skin‑in‑the‑game” with 7.4% ownership aligns interests with shareholders .
- Deep sector expertise and institutional knowledge valuable to asset management and aftermarket strategy .
- Strong attendance and engagement (≥90%) supports board effectiveness .
- Risks / RED FLAGS
- Not independent under Nasdaq rules due to recent employment; co‑founder ties to CEO may present perceived conflicts or influence over board decisions .
- No committee assignments limit formal oversight role (audit/comp/governance), reducing board leverage on critical controls .
- High personal ownership concentration could amplify influence relative to lack of committee checks and balances .
- Compensation alignment (director)
- Mix is equity‑heavy (RSUs) over cash, consistent with alignment; capped under plan at $325k total comp/year for non‑employee directors .
Additional Reference Tables
Director Compensation Policy (Non‑Employee Directors)
| Component | Amount |
|---|---|
| Annual cash retainer | $75,000 |
| Lead Independent Director retainer | $100,000 |
| Audit Committee chair/member | $17,500 / $10,000 |
| Compensation Committee chair/member | $15,000 / $7,000 |
| Governance Committee chair/member | $10,000 / $5,000 |
| Annual RSU grant (value) | $125,000 (generally vests in one year) |
| Annual cap for director compensation | $325,000 (subject to Second Amendment approval) |
Board Committee Roster (2025)
| Committee | Members | Chair |
|---|---|---|
| Audit | Andrew Levy; Peter Nolan; Lt. Gen. Judith Fedder; Thomas Mullins | Andrew Levy |
| Compensation | Lt. Gen. Judith Fedder; Gen. C. Robert Kehler; Carol DiBattiste | Lt. Gen. Judith Fedder |
| Governance | Gen. C. Robert Kehler; Peter Nolan; Carol DiBattiste; Thomas Mitchell | Carol DiBattiste |
| Investment | Nicolas Finazzo; Andrew Levy | N/A |
Nichols is not listed on any committee .
Attendance
| Measure | 2024 |
|---|---|
| Director meeting attendance | ≥90% for each director |
Shares Outstanding Context
| Record Date | Shares Outstanding |
|---|---|
| April 9, 2025 | 46,860,066 |
Related‑Party Transaction (Contextual)
| Counterparty | Nature | Amount | Governance |
|---|---|---|---|
| Avelo Airlines (Andrew Levy is CEO/Chair) | MRO “C‑Check” services | $1.4 million (Apr 9–Aug 8, 2024) | Approved by Audit Committee at market rates; Levy did not personally benefit |
No related‑party transactions are disclosed for Nichols in the 2025 proxy .