Shyam Gidumal

About Shyam Gidumal

Independent Class II director at FTAI Aviation since May 7, 2025; appointed as a member of the Audit Committee. Former President & COO of WeWork (2020–2021) and Principal/Partner at Ernst & Young (2011–2019); long-standing operating executive and advisor. Education disclosed: BA in Mathematics (Columbia College) and MBA (Harvard Business School). FTAI identifies him as a qualified financial expert serving on audit committees.

Past Roles

Organization	Role	Tenure	Committees/Impact
WeWork Inc.	President & Chief Operating Officer	Feb 2020 – Nov 2021	Led global operating turnaround during post-crisis restructuring.
Ernst & Young (EY)	Principal/Partner; leader for Consumer Products & Retail and post-merger integration	Mar 2011 – Jun 2019	Integration leader; sector leadership in retail/consumer.
Worldcom (Asia), Acterna, Armstrong Furniture	Senior executive roles (titles not disclosed)	Not disclosed	Operational leadership across telecom, manufacturing.
The Boston Consulting Group	Partner	Not disclosed	Strategy and transformation advisory.

External Roles

Organization	Role	Tenure	Committees/Impact
RenaissanceRe Holdings Ltd. (NYSE: RNR)	Independent director (Class I)	Since May 2022	Audit Committee member; recognized financial expert; contributes to oversight of accounting, internal controls, and compliance.
National Multiple Sclerosis Society	Board member	Since 2014	Non-profit governance; prior chair of FastForward LLC (venture philanthropy for MS therapies).

Board Governance

Independence and appointment: The Board increased size to seven and appointed Gidumal as an independent director effective May 7, 2025; he joined the Audit Committee. No related-party transactions requiring Item 404(a) disclosure were identified.
Committee structure: FTAI’s Audit, Compensation, and Nominating & Corporate Governance Committees are composed entirely of independent directors. Executive sessions are held with rotating presiding independent committee chairs.
Audit oversight context: The Audit Committee oversees financial reporting, auditor independence, internal control effectiveness, and risk management; Mr. Paul R. Goodwin is designated as an SEC “financial expert.” Gidumal’s audit experience complements committee strength.
Attendance baseline: In 2024 the Board met 13 times; no director fell below 75% attendance for board/committee meetings (Gidumal joined in 2025, so his attendance is not yet disclosed).
Governance policies: FTAI enforces anti-hedging and anti-pledging policies for directors and officers; a clawback policy applies to incentive-based compensation under the Company’s 2025 Plan.

Fixed Compensation

Component	Amount	Notes
Annual cash retainer (non-employee director)	$75,000	Approved April 30, 2025; pro-rated for 2025 service from May 7.
Audit Committee membership fee	$12,500	Member fee; pro-rated for service in 2025.
Indemnification agreement	Standard	Entered upon appointment; indemnification to fullest extent permitted.

Performance Compensation

Equity Type	Grant Date	Grant Value	Vesting / Performance
Restricted Stock Units (RSUs)	Not disclosed (granted upon/after appointment)	$145,000 grant date fair value	Director RSUs are service-based; 2025 Plan specifies minimum one-year vesting with allowance for director awards vesting at the earlier of one year or next AGM (≥50 weeks after prior AGM). No performance metrics tied to director RSUs.

Other Directorships & Interlocks

Company	Role	Committee(s)	Potential conflict assessment
RenaissanceRe Holdings Ltd. (NYSE: RNR)	Independent director	Audit Committee	Reinsurance industry; no disclosed business dealings with FTAI. No related-party transactions flagged by FTAI on his appointment.

Expertise & Qualifications

Financial and operational leadership: 35–40+ years across operations, transformation, and strategy; audit and post-merger integration expertise; qualified financial expert service on audit committees.
Education: BA in Mathematics (Columbia College) and MBA (Harvard Business School).
Sector breadth: Experience across real estate/workspace (WeWork), consulting (BCG), professional services (EY), telecom/manufacturing (Worldcom Asia, Acterna, Armstrong).

Equity Ownership

Item	Status	Source
Beneficial ownership at FTAI	Not disclosed in 2025 proxy’s April 1, 2025 record date table (appointment May 7, 2025); RSU grant expected as noted.
Pledging/Hedging	Prohibited by company policy for directors and officers.

Governance Assessment

Positive signals:
- Strengthens Audit Committee with a seasoned operator and audit/integration specialist; designated independent with no related-party exposure upon appointment.
- Director equity in RSUs aligns with shareholder interests; subject to minimum vesting and clawback protections under the 2025 Plan.
Monitoring items:
- FTAI faced short-seller allegations and class-action filings in early 2025; the Audit Committee publicly stated an independent review found claims lacking foundation. Continued scrutiny of audit oversight remains prudent; Gidumal’s audit role is salient.
Compensation alignment:
- 2025 director pay mix (cash retainer + committee fee + RSUs) is balanced and not excessive; pro-ration reflects partial-year service. Annual director compensation is capped by the 2025 Plan.

RED FLAGS currently absent: No Item 404 related-party transactions; no pledging; independence affirmed. Attendance and ownership levels will need future disclosure post the 2025 reporting cycle.