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Shyam Gidumal

Director at FTAI AviationFTAI Aviation
Board

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

OrganizationRoleTenureCommittees/Impact
WeWork Inc.President & Chief Operating OfficerFeb 2020 – Nov 2021Led global operating turnaround during post-crisis restructuring.
Ernst & Young (EY)Principal/Partner; leader for Consumer Products & Retail and post-merger integrationMar 2011 – Jun 2019Integration leader; sector leadership in retail/consumer.
Worldcom (Asia), Acterna, Armstrong FurnitureSenior executive roles (titles not disclosed)Not disclosedOperational leadership across telecom, manufacturing.
The Boston Consulting GroupPartnerNot disclosedStrategy and transformation advisory.

External Roles

OrganizationRoleTenureCommittees/Impact
RenaissanceRe Holdings Ltd. (NYSE: RNR)Independent director (Class I)Since May 2022Audit Committee member; recognized financial expert; contributes to oversight of accounting, internal controls, and compliance.
National Multiple Sclerosis SocietyBoard memberSince 2014Non-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

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

Performance Compensation

Equity TypeGrant DateGrant ValueVesting / Performance
Restricted Stock Units (RSUs)Not disclosed (granted upon/after appointment)$145,000 grant date fair valueDirector 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

CompanyRoleCommittee(s)Potential conflict assessment
RenaissanceRe Holdings Ltd. (NYSE: RNR)Independent directorAudit CommitteeReinsurance 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

ItemStatusSource
Beneficial ownership at FTAINot disclosed in 2025 proxy’s April 1, 2025 record date table (appointment May 7, 2025); RSU grant expected as noted.
Pledging/HedgingProhibited 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.