Cindy Lewis
AeroVironmentAbout Cindy Lewis
Independent director since 2021, age 68, with over 40 years in manufacturing and defense electronics. Lewis is Chair of the Cybersecurity Committee and a member of the Audit Committee; she previously served on Nominating & Corporate Governance in FY2024. She was President & CEO of AirBorn (1998–2023) and Chairperson (2013–2024), holds a Bachelor’s in Accounting from UT Arlington, completed an executive program at Wharton, and has a Carnegie Mellon certificate in cybersecurity oversight. She is designated an independent director and an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AirBorn Consolidated Holdings, Inc. | President & CEO | Jul 1998–Jun 2023 | Led five acquisitions since 2002; oversaw new product development, manufacturing processes/automation; architected cybersecurity strategy; directed major refinancings; transitioned AirBorn to 100% ESOP S-corp in 2003. |
| AirBorn Consolidated Holdings, Inc. | Chairperson | Nov 2013–Jun 2024 | Oversaw governance, compliance, and ESG strategy/activities. |
| AirBorn (prior roles) | COO; VP Manufacturing; VP Supply Chain; General Manager | Pre-1998 | Operations, supply chain, and general management experience. |
| ESOP Association (National & Southwest Chapter) | Board/officer roles | ~2006–2019 | Promoted employee ownership awareness; best practices; congressional lobbying. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Georgetown, Texas Chamber of Commerce | Board of Directors | Current | Community/economic development leadership. |
Board Governance
- Committee leadership and membership: Chair, Cybersecurity Committee; Member, Audit Committee.
- Audit Committee financial expert designation; all standing committee members (other than Executive) meet SEC/Nasdaq independence criteria.
- FY2025 meetings: Board held 11; each director attended at least 75% of board and committee meetings.
- Cybersecurity Committee met 9 times in FY2025; Audit Committee met 7 times.
- Other public company boards: 0.
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $70,000 | $87,500 |
| Stock Awards ($) | $149,942 | $159,860 |
| Total ($) | $219,942 | $247,360 |
| FY2025 Cash Retainer Breakdown | Amount ($) |
|---|---|
| Annual Retainer | $60,000 |
| Committee Chair Retainer (Cybersecurity) | $15,000 |
| Committee Member Retainer Fees | $12,500 |
| Equity Details | Data |
|---|---|
| Annual grant type | Restricted stock (time-based) |
| Grant date (FY2025 service) | June 2024 |
| Grant date fair value | $159,860 |
| Unvested restricted shares (as of 4/30/2025) | 2,391 |
| Vesting schedule | Three equal installments on Jul 11, 2025, 2026, 2027 |
| Change-in-control terms | Director RS/option awards accelerate upon completion of a change in control |
| Annual director comp limit | $500,000; $700,000 in initial year (2021 Plan) |
Notes:
- FY2024 policy paid no retainers for Cybersecurity Committee service; FY2025 added chair/member retainer payments, driving cash increase.
Performance Compensation
| Component | Performance Metric(s) | Terms |
|---|---|---|
| Director equity awards | None (time-based restricted stock; no performance conditions) | Vest in three annual tranches; dividends on unvested RS subject to vesting; acceleration upon change in control. |
| Stock options | None outstanding for non-employee directors as of 4/30/2025 | N/A |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | 0 |
| Private/non-profit boards | Georgetown, Texas Chamber of Commerce (Board) |
| Major shareholders on board | Arlington Capital Partners affiliates own ~24.10%; Arlington nominees (Wodlinger, Albers) appointed in 2025 (contextual interlock potential at board level) |
Expertise & Qualifications
- Defense/aerospace and military-related industry experience (over 30 years providing high-reliability products/solutions).
- Science/technology/innovation experience; oversaw engineering collaboration, manufacturing automation; AirBorn patents under her leadership.
- Cybersecurity oversight architect; Carnegie Mellon certificate; board cyber sponsor; leads digital transformation initiatives.
- Global supply chain and international business experience (Canada, Europe, Asia).
- Investment/M&A expertise (led five acquisitions since 2002; major financings).
- Financial literacy; Audit Committee financial expert.
- ESG and governance oversight.
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Shares beneficially owned | 6,416 |
| % of shares outstanding | Less than 1% |
| Company shares outstanding (context) | 49,932,233 (as of Aug 7, 2025) |
| Unvested restricted stock | 2,391 (as of 4/30/2025) |
| Director stock ownership guideline | ≥5x annual cash retainer within 5 years |
| Cindy Lewis ownership multiple | 14.7x (as of 4/30/2025) |
| Post-vesting retention | Hold 50% of net after-tax shares until guideline met |
| Anti-hedging/anti-pledging | Prohibited for directors; all trades pre-cleared |
Governance Assessment
- Strengths: Independent director with audit financial expert status; chairs Cybersecurity Committee with robust cadence (9 FY2025 meetings); strong attendance (≥75% across meetings); deep operator background and cybersecurity credential; meaningful equity ownership exceeding guideline (14.7x).
- Alignment: Mixed cash/equity pay; annual restricted stock vests over 3 years; anti-hedging/pledging and post-vesting retention policies reinforce alignment.
- Conflicts/related-party exposure: No reportable related party transactions since May 1, 2024; not serving on other public boards; low interlock/conflict risk specific to Lewis.
- Compensation trend: FY2025 cash increased with addition of Cybersecurity Committee chair/member retainer; equity fair value modestly higher than FY2024, still within plan limits and market-competitive.
- RED FLAGS: None observed—no options outstanding; no pledging; no related-party transactions; committee independence affirmed.