A. Andrew Levison

About 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.