Derek Kerr
COMERICAAbout Derek J. Kerr
Retired airline executive and financial leader; Age 60; independent director of Comerica Incorporated since 2023. Former Vice Chair and CFO of American Airlines Group and President of American Eagle, with prior CFO roles at US Airways and America West. Designated an Audit Committee financial expert at Comerica; serves on the Audit Committee and Qualified Legal Compliance Committee. Independent under NYSE rules; each director (including Kerr) attended at least 75% of 2024 Board/committee meetings; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Airlines Group Inc. (AAG) | Vice Chair & Strategic Advisor; President, American Eagle | Dec 2022 – Sep 2023 | Senior advisory/operating oversight in a complex, regulated enterprise |
| American Airlines Group Inc. / American Airlines, Inc. | EVP & Chief Financial Officer | 2013 – Dec 2022 | Oversaw treasury, accounting, FP&A, risk, IR, tax, procurement; deep capital markets and risk expertise |
| US Airways | SVP & CFO; later EVP & CFO (added IT oversight) | 2005 – 2013 | Led finance and IT integration through merger cycles |
| America West Airlines | CFO; earlier finance/planning roles | 1996 – 2005 (CFO from 2002) | Built broad airline finance and planning capabilities |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| AECOM | Director | Nov 16, 2023 | NYSE-listed engineering and infrastructure firm |
| StandardAero, Inc. | Director | Feb 18, 2025 | Aerospace MRO; private company |
| Comerica Bank & Trust, N.A. (affiliate) | Independent Director | May 2024 | Subsidiary board role; separate fees disclosed |
Board Governance
- Current CMA committee assignments: Audit Committee (member; designated “audit committee financial expert”) and Qualified Legal Compliance Committee (member) .
- 2024 Committee activity: Audit Committee met 13 times; QLCC met 0 times .
- Independence and engagement: Board deems Kerr independent; all non-management directors are independent; all directors met ≥75% attendance in 2024; all attended 2024 annual meeting .
- Overboarding limits: CMA caps directors at ≤3 other public boards; Audit Committee members not on >2 other public company audit committees; Audit Committee membership meets NYSE/SEC independence and literacy standards .
Fixed Compensation (Director)
| Element | 2024 Amount | Details |
|---|---|---|
| Cash fees (Board + committees) | $158,000 | Fees earned or paid in cash in 2024 for CMA Board/committee service |
| Additional affiliate board fees | $43,000 | Separate 2024 fees for Comerica Bank & Trust, N.A. (excluded from CMA cash fees above) |
| Annual RSU grant | $129,965 | Granted 2,495 RSUs on Jul 23, 2024; fair value based on close price at grant |
| Director compensation structure (key rates) | — | Annual retainer $105,000; Audit Committee member retainer $10,000; QLCC chair $20,000 (no meeting fees); director RSUs settle 1 year after board service ends |
Performance Compensation (Director Equity)
| Instrument | Grant/Terms | Vesting/Settlement | 2024 Grant Value |
|---|---|---|---|
| RSUs (non-employee director program) | 2,495 units granted Jul 23, 2024 | RSUs vest immediately at grant; settle in CMA common stock on first anniversary after separation from Board (death/disability/CoC exceptions) | $129,965 |
CMA maintains director stock deferral choices for cash retainers (stock-settled or fund-tracking plan). No option grants to directors; annual award cap for non-employee directors is $500,000 grant date fair value .
Other Directorships & Interlocks
- Public company: AECOM (Director). Private: StandardAero, Inc. (Director) .
- CMA-related party and ordinary-course transactions: Board reviewed relationships; no material related-party transactions requiring disclosure for Kerr were identified in 2024. Ordinary-course banking services to certain directors were deemed immaterial; named examples did not include Kerr .
Expertise & Qualifications
- Financial expertise: Designated Audit Committee financial expert; decades as CFO of public airlines overseeing treasury, accounting, risk, FP&A, IR, tax, strategic planning, procurement .
- Risk management: Extensive experience in complex, regulated, capital-intensive industries (airlines) with global risk and capital markets exposure .
- Board skills alignment: Listed among director qualifications contributing accounting/finance, corporate governance, executive leadership, risk management/cyber, and other public company experience .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (CMA common) | 5,146 shares | Includes 1 share held by the Derek and Carolyn Kerr Family Trust |
| RSUs outstanding at 12/31/2024 | 5,086 units | Director RSUs settle 1 year post‑service; no voting/investment power until settlement |
| Ownership as % of outstanding | <1% | Aggregate beneficial ownership <1% of class |
| Pledging/Hedging | Prohibited; none pledged | Company prohibits pledging/hedging by directors; table indicates none pledged |
| Stock ownership guideline | 5,000 shares within 5 years | As of 12/31/2024, all non-employee directors met guideline levels based on service |
Governance Assessment
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Strengths
- Independent director; Audit Committee financial expert; serves on Audit and QLCC, aligning with finance and compliance oversight needs .
- Strong attendance culture (≥75% for all directors), robust committee cadence (Audit met 13x), and lead independent governance (Facilitating Director framework) bolster board effectiveness .
- Clear alignment mechanisms: mandatory ownership guidelines (5,000 shares), prohibition on hedging/pledging, RSUs settled post‑service to encourage long-term orientation .
- No disclosed related-party transactions or loans tied to Kerr; independence affirmed under NYSE standards .
-
Potential watch items
- Outside commitments: Serves on AECOM and StandardAero boards plus CMA; remains within CMA overboarding limits; Audit Committee members must limit external audit committee seats (no indication of noncompliance) .
- QLCC had zero meetings in 2024; oversight largely via Audit/Enterprise Risk/Compliance Oversight committees; ensure emergent legal/compliance issues are escalated appropriately .
-
Broader governance signals
- 2024 Say-on-Pay support ~94%; Compensation plan structure features clawbacks, negative discretion, and risk-balancing; indicates constructive shareholder relations and disciplined pay governance environment around the board .