Judith A. Hannaway
FTAI AviationAbout Judith A. Hannaway
Independent director at FTAI Aviation Ltd. since January 2018; age 73; career investor and finance executive with deep aviation/transportation leasing experience. Former Managing Director at Scudder Investments (Deutsche Bank Asset Management), senior roles at Kidder Peabody and Merrill Lynch’s leveraged leasing group; early career at Continental Grain in long-range planning and barge financing. Education: B.A. with honors from Newton College of the Sacred Heart and MBA from Simmons College Graduate Program in Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scudder Investments (DBAM) | Managing Director; Special Product Development (closed-end, offshore, REIT funds) | 1994–(prior to consulting) | Product development expertise |
| Kidder Peabody | Senior Vice President, Alternative Investment Product Development | 1983–1994 | Alternatives structuring |
| Merrill Lynch | Senior Vice President, Leveraged Leasing Group (aircraft and transportation equipment leasing) | Pre-1983 | Aviation/transport leasing |
| Continental Grain Company | Long Range Planning Group (barge financing/leasing) | Early career | Infrastructure financing |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| FTAI Infrastructure Inc. (Nasdaq: FIP) | Director | Current | Interlock with FTAI; CEO of FTAI is Chairman of FIP |
| DiamondPeak Holdings Corp. | Director | Feb 2019–Oct 2021 | SPAC experience |
| NorthStar Realty Europe Corp. | Lead Independent Director | 2015–2019 | Governance leadership |
| NorthStar Realty; NorthStar Asset Management | Independent Director | Sept 2004 and June 2014 through Jan 2017 | Real estate investment boards |
Board Governance
- Independence: Board determined Hannaway qualifies as independent under Nasdaq standards .
- Committee assignments:
- Audit Committee member .
- Compensation Committee member .
- Nominating & Corporate Governance Committee Chairperson .
- Attendance and engagement:
- Board met 13 times in 2024; Audit 7; Compensation 4; Nominating & Governance 1. No director attended fewer than 75% of all meetings on which they served .
- Executive sessions: Non-management director presides, rotating among committee chairs, including Nominating & Governance chair when present .
- Policies: Anti-hedging and anti-pledging policy (prohibits derivatives and pledging; limited exceptions) . Directors are majority independent; all three committees are fully independent .
Fixed Compensation
| Component | Amount / Terms | Source |
|---|---|---|
| Annual retainer (non-employee directors) | $175,000 for 2024 | |
| Audit Committee Chair fee | $10,000 annually (chair-specific) | |
| Special committee fee (Internalization) | Hannaway: $50,000 (as Chair of special committee); Goodwin/Robinson/Tuchman: $25,000 | |
| Form of payment | At election, fees may be paid in fully-vested Ordinary Shares under a shareholder-approved plan and subject to independence constraints | |
| Reimbursement | Reasonable costs/expenses for board meetings reimbursed |
Director Compensation (2024 actual):
| Name | Cash Fees | Share Awards | Option Awards | Total |
|---|---|---|---|---|
| Judith A. Hannaway | $225,000 | — | — | $225,000 |
Notes:
- Initial one-time options grant policy: 5,000 fully-vested options for non-employee directors at first board meeting; however, as of 12/31/2024, options outstanding were disclosed only for Levison, Robinson, and Tuchman (5,000 each) — no Hannaway options disclosed .
Performance Compensation
| Element | Terms | Metrics |
|---|---|---|
| Equity for directors (ongoing) | No recurring performance-based awards disclosed; director fees may be paid in fully-vested shares; historical one-time options upon first meeting | No performance metrics tied to director pay disclosed |
Other Directorships & Interlocks
| Interlock | Description | Governance Consideration |
|---|---|---|
| FTAI ↔ FIP | Hannaway sits on both FTAI Aviation Ltd. and FTAI Infrastructure Inc. boards; FTAI CEO (Adams) is Chairman at FIP; Robinson also a director at FIP | Cross-board oversight may strengthen information flow; also requires vigilance for related-party matters across entities |
Expertise & Qualifications
- Aviation/transportation leasing, alternative investments, and fund product development; public company board leadership including lead independent director roles .
- Board selected her for extensive aviation/transport experience and public company board service .
- Education: BA (honors) Newton College; MBA Simmons College .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Judith A. Hannaway | 1,968 | <1% |
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging of Company securities; margin accounts/pledges prohibited, with limited exceptions .
- Options/RSUs: No options or director RSUs disclosed for Hannaway as of 12/31/2024; only certain other directors had 5,000 options outstanding .
Compensation Committee Analysis
- Composition: Robinson (Chair), Hannaway, Goodwin, Levison — all independent, non-employee directors .
- Consultant: FW Cook retained as independent advisor; independence assessed; no conflicts of interest .
- Committee scope: Sets executive pay philosophy, approves equity grants, and annually evaluates director compensation; structured 2025 program implemented post-internalization .
Related Party Transactions
- No related party transactions disclosed involving Hannaway. The only 2024 related-person disclosure concerned employment of a sibling of the Chief Portfolio Officer (non-executive role), not a director transaction .
Governance Assessment
- Strengths:
- Independent director with relevant sector expertise; chairs Nominating & Governance and sits on Audit and Compensation — strong governance footprint .
- Anti-hedging/anti-pledging and clawback policies reduce alignment and misconduct risk; all committees fully independent .
- Active engagement: 2024 special committee chair for Internalization; received $50k fee reflecting leadership responsibility .
- Annual director compensation limit embedded in 2025 Omnibus Plan ($750k; up to $1M in extraordinary cases) — governance-friendly design .
- Watch items / potential red flags:
- Cash-heavy director pay in 2024 (100% cash for Hannaway) with low direct share ownership (1,968 shares) — modest “skin-in-the-game” relative to peers; consider ongoing equity retainer to improve alignment .
- No lead independent director; executive sessions rotate among committee chairs — ensure robust independent oversight given combined CEO/Chair structure .
- Interlocks with FIP (shared directors and CEO as FIP Chairman) warrant continued monitoring for related-party exposure and transaction review rigor, though no specific related-party transactions were disclosed for Hannaway .
Overall, Hannaway’s committee leadership and sector experience support board effectiveness; alignment could be strengthened by increased equity-based director compensation or ownership guidelines disclosure. Independence affirmed; attendance thresholds met; policies mitigate risk .