Thomas Mullins
About Thomas Mullins
Thomas Mullins (age 60) was appointed as an independent director of AerSale Corporation on February 18, 2025. He is an independent investor with multiple private equity investments in airline and aviation services; previously, he spent 1990–June 2022 at Raymond James Financial, founding the firm’s aviation sector investment banking practice in 2000 and executing IPOs, equity/debt raises, and M&A for airlines and aviation services companies across the Americas and Europe. He holds a BA magna cum laude from Vanderbilt University and an MBA from the Tuck School of Business at Dartmouth College. The Board cites Mullins’ expertise in corporate finance, strategic acquisitions, capital markets, and familiarity with AerSale’s commercial aviation client base and feedstock sources as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raymond James Financial (NYSE: RJF) | Investment Banker; Founder of Aviation Investment Banking Practice | 1990 – June 2022 | Founded aviation IB practice in 2000; led 140+ transactions, including >55 airline/aviation services deals across the Americas and Europe |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various private equity investments (airline/aviation services) | Independent investor | Current | Not disclosed |
Board Governance
- Independence: The Board determined Mullins is independent under Nasdaq listing standards; Audit, Compensation, and Governance Committees consist solely of independent directors .
- Committee assignments and expertise: Member, Audit Committee (effective February 18, 2025); the Board determined Mullins qualifies as an “audit committee financial expert” under Item 407(d)(5) .
- Audit Committee cadence: Audit Committee met four times during fiscal 2024 .
- Attendance and engagement: During fiscal 2024, each director attended at least 90% of Board and applicable committee meetings; directors are expected to attend and prepare regularly under Governance Guidelines .
- Board leadership context: Lead Independent Director expected to transition from Peter Nolan to Andrew Levy after the June 5, 2025 Annual Meeting; executive sessions of independent directors and majority voting in uncontested elections are in place .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $75,000 | Paid quarterly in arrears; Mullins participates from appointment date, pro‑rated for initial year |
| Audit Committee member retainer | $10,000 | Pro‑rated for initial year |
| Lead Independent Director retainer | N/A | Not applicable to Mullins |
Performance Compensation
| Award Type | Grant Date | Units / Value | Vesting / Terms |
|---|---|---|---|
| Initial RSU grant (pro‑rated) | Feb 18, 2025 | 5,434 units | RSUs generally vest on the first anniversary of grant, subject to continued service |
| Annual RSU grant | Anticipated June 2025 | $125,000 grant date fair value | RSUs generally vest in full on first anniversary of grant, subject to continued service |
| Director annual total comp cap | Ongoing | $325,000 (cash + equity) | Non‑employee director annual total compensation limit under amended 2020 Plan |
- Equity plan governance: The 2020 Equity Incentive Plan prohibits repricing without stockholder approval and lacks an evergreen provision; share reserve increased to 10,200,000 pending stockholder approval of the Second Amendment .
- Transfer restrictions: Awards are generally non‑transferable; limited transfers may be permitted by the Compensation Committee (excluding ISOs) .
Other Directorships & Interlocks
| Company | Role | Current/Prior | Notes |
|---|---|---|---|
| — | — | — | No other public company board service disclosed for Mullins in proxy or 8‑K |
- Interlocks and related‑party transactions: The Company disclosed no transactions reportable under Item 404(a) involving Mullins at appointment; Audit Committee reviews and approves related‑party transactions under written policy .
Expertise & Qualifications
- Corporate finance, capital markets, and strategic M&A expertise developed over three decades, including founding Raymond James’ aviation sector IB practice .
- Audit Committee financial expert designation; financial literacy under Nasdaq rules .
- Industry knowledge: Deep aviation sector familiarity and relationships with airlines, FBOs, loyalty programs, and feedstock sources relevant to AerSale’s operations .
- Education: BA, Vanderbilt University (magna cum laude); MBA, Tuck School of Business at Dartmouth .
Equity Ownership
| Measure | As of Date | Amount / Detail |
|---|---|---|
| Beneficial ownership (common shares) | Apr 9, 2025 | 0 shares; less than 1% |
| Unvested RSUs | Feb 18, 2025 grant | 5,434 units (pro‑rated initial grant) |
| Hedging policy | Policy | Directors, officers, employees prohibited from hedging Company stock (e.g., collars, swaps); aligns interests with stockholders |
| Clawback policy | Policy | Mandatory recovery of excess incentive compensation for Section 16 officers upon restatement; all awards under 2020 Plan subject to clawback |
Governance Assessment
-
Strengths:
- Independence and audit expertise: Mullins is independent and designated an audit committee financial expert, reinforcing oversight of financial reporting, auditor independence, and related‑party monitoring .
- Compensation alignment: Director pay uses cash retainer plus time‑based RSUs; annual cash+equity capped at $325,000, with no repricing, supporting disciplined compensation governance .
- Conflicts oversight: No Item 404(a) related‑party transactions involving Mullins; robust Related Person Transaction Policy under Audit Committee .
- Board culture: High attendance expectations and independent director executive sessions; independent consultant (Mercer) advises compensation committee with independence assessed .
-
Watch items:
- Initial ownership alignment: As of April 9, 2025, Mullins held no beneficially owned common shares; alignment will improve as RSUs vest on first anniversary of grant .
- Committee workload continuity: Audit Committee met four times in 2024; maintaining cadence and Mullins’ engagement post‑appointment will be important as auditor fees rose in 2024 vs. 2023 .
-
Signals for investors:
- Appointment term: Mullins was appointed for a term expiring at the 2025 Annual Meeting, indicating near‑term stockholder validation of his board role .
- Compensation structure stability: Pro‑rated RSU and committee retainers align with established policy; no special arrangements or side agreements were used for his selection .