A. Andrew Levison
FTAI AviationAbout A. Andrew Levison
Independent director (Class II) at FTAI Aviation since January 2018 with 40+ years in leveraged finance and private equity. Age 68 (as of the 2025 proxy), he founded Levison & Co., predecessor to Southfield Capital, and previously led leveraged finance at DLJ with earlier roles at Drexel Burnham and Manufacturers Hanover. He holds a B.S. in Finance from Babson College. The Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Levison & Co. (predecessor to Southfield Capital) | Founder | Nov 2002 – present (founded) | Founded firm; extensive investing/board experience (25+ boards) |
| Donaldson, Lufkin & Jenrette (DLJ) | Head of Leveraged Finance | Not disclosed | Led banking/origination for leveraged companies |
| Drexel Burnham Lambert | Managing Director, Leveraged Buyout Group | Not disclosed | LBO execution experience |
| Manufacturers Hanover Trust | Vice President, Special Finance Group | Not disclosed | Special finance expertise |
| Ferrellgas Partners, L.P. (NYSE: FGP) | Director (former) | Until Sep 2024 | Public board experience |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Vanguard Dealer Services | Director | Current | Private company board |
| Stationhead, Inc. | Director | Current | Private company board |
| Levison/Present Foundation at Mount Sinai Hospital | Director | Current | Non-profit board |
| NYU Langone Orthopedics Hospital | Advisory Board | Current | Advisory role |
| Ferrellgas Partners, L.P. (NYSE: FGP) | Director | Until Sep 2024 | Former public company directorship |
Board Governance
- Board class/term: Class II; term expires 2027. Independent director under Nasdaq standards.
- Committees:
- Compensation Committee: Member (Chair: Ray M. Robinson).
- Audit Committee: Not a member.
- Nominating & Corporate Governance Committee: Not a member.
- Attendance: Board met 13 times in 2024; Audit (7), Compensation (4), Nominating (1). No director attended fewer than 75% of Board and committee meetings (threshold met).
- Executive sessions: Presided over by rotating independent committee chairs; the company has no Lead Independent Director.
Fixed Compensation (Director)
| Item | 2024 Amount/Policy | Notes |
|---|---|---|
| Standard non-employee director compensation | $175,000 total annual compensation for 2024 | Additional $10,000 annual fee for Audit Committee Chair (not applicable to Levison). |
| Levison – Fees Earned (Cash) | $87,500 | |
| Levison – Share Awards (fully-vested) | $87,500 | Directors may elect shares in lieu of cash; awards fully vested. |
| Levison – Option Awards | — (for 2024); holds 5,000 fully vested options from initial one-time grant | Initial one-time grant to non-employee directors upon first Board meeting; as of 12/31/2024 he held fully vested options to purchase 5,000 shares. |
| Levison – Total (2024) | $175,000 |
Performance Compensation (Director)
- No performance-based director compensation metrics disclosed; 2024 director compensation comprised cash and fully vested share awards.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed (prior: Ferrellgas Partners, L.P. until Sep 2024). |
| Compensation Committee interlocks | None. |
Expertise & Qualifications
- Deep leveraged finance and LBO expertise from senior roles at DLJ and Drexel; extensive board and investing experience (25+ boards).
- Founder/operator perspective via Levison & Co./Southfield Capital; finance education (Babson College).
- Appropriate for Compensation Committee service given finance/investment background.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | Notes |
|---|---|---|---|
| A. Andrew Levison | 14,571 | <1% | Includes 5,000 options exercisable within 60 days of April 1, 2025. |
| Anti-hedging/pledging policy | — | — | Company prohibits hedging and pledging by directors/officers (limited exceptions possible). |
Governance Assessment
-
Positives:
- Independent since 2018; currently serves on Compensation Committee; committee comprised entirely of independent directors. Attendance meets ≥75% threshold.
- Director pay mix shows alignment (50% cash / 50% fully vested shares in 2024); modest, uniform retainer structure across non-employee directors.
- Beneficial ownership plus vested options (5,000) provide some alignment; robust anti-hedging/anti-pledging policy enhances investor alignment.
- No related-party transactions disclosed involving Levison; Compensation Committee interlocks: none.
-
Watch items:
- Not a committee chair; influence is as a member (Compensation) rather than chair.
- Board has no Lead Independent Director; executive sessions are chaired by rotating committee chairs.
- Ownership is <1% of shares outstanding (typical for outside directors but limited “skin-in-the-game” at company level).
- Company is in an internalization/post-internalization governance transition; Compensation Committee has instituted structured 2025 programs with independent consultant FW Cook—monitor execution and say-on-pay outcomes.