Andrea Fischer Newman
About Andrea Fischer Newman
Andrea Fischer Newman, age 66, is a Class I director nominee at StandardAero (SARO) with deep airline industry policy experience. She served as Senior Vice President, Government Affairs at Delta Air Lines until 2017, following senior government affairs roles at Northwest Airlines from 1995 to 2008; she holds a JD from The George Washington University and a BA in history from the University of Michigan and is nominated to serve until the 2028 annual meeting if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Air Lines | Senior Vice President, Government Affairs | Through 2017 | Guided industry response to 9/11, FAA Modernization Act of 2012, Open Skies enforcement efforts |
| Northwest Airlines | Senior Government Affairs roles | 1995–2008 | Led policy engagement prior to Delta merger |
| University of Michigan | Regent (elected to three terms) | 1995–2019 | Governance oversight for major public institution |
External Roles
| Organization | Role | Current/Prior | Committees/Impact |
|---|---|---|---|
| Sequitur Energy Resources | Director | Current | Not disclosed in proxy |
| PrimeFlight Aviation Services | Director | Current | Carlyle-affiliated portfolio ecosystem; potential interlock context |
| Borden Dairy | Director | Prior | Not disclosed in proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Andrea Fischer Newman is independent under NYSE rules |
| Committee assignments | Member, Nominating & Corporate Governance Committee; not a chair |
| Committee meeting cadence (2024) | Nom & Gov did not meet post-IPO in 2024; Audit met 2x; Compensation did not meet; Executive did not meet |
| Board attendance | Each director attended ≥75% of Board and applicable committee meetings; Board met once in 2024 |
| Executive sessions | Independent directors meet in executive session regularly but not less than twice per year |
| Lead Independent Director | Paul McElhinney |
| Controlled company status | Carlyle beneficially owns >50%; SARO may rely on certain NYSE governance exemptions (not currently elected) |
| Director nomination source | Andrea Fischer Newman initially recommended by Carlyle |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $175,000 | 2024 director compensation table |
| Stock Awards | — | None recognized in 2024 table; see program and unvested awards below |
| Total | $175,000 | 2024 director compensation table |
| Non‑Employee Director Program (Post‑IPO) | Amount | Vesting/Terms |
|---|---|---|
| Annual cash retainer | $100,000 | Quarterly, in arrears |
| Initial/Annual RSU grant | $175,000 equivalent | Vests in single installment on earlier of day before next annual meeting or first anniversary of grant; full vest on change in control |
| Chair retainers | $15,000–$125,000 | Committee chair add‑ons; Andrea is not a chair |
Additional disclosure: Prior to IPO, Andrea elected to receive her Pre‑IPO annual retainer ($150,000) in Class A‑2 units that converted to restricted shares at IPO and were fully vested by year‑end 2024 .
Performance Compensation
Directors do not have performance‑tied pay at SARO; equity grants are time‑based. For pay‑for‑performance context, SARO’s 2024 AIP metrics for executives were:
| Metric | Weight | 2024 Result vs Target | Payout Level |
|---|---|---|---|
| Revenue (non‑GAAP) | 10% | $5,223.4 mm; 99.9% of target | 90% of target |
| Management EBITDA (non‑GAAP) | 50% | $644.1 mm; 102.7% of target | 110% of target |
| Operating cash flow (non‑GAAP) | 40% | $379.0 mm; 106.1% of target | 125% of target |
Note: Directors are not participants in the AIP; this table illustrates company performance metrics used for executive incentives, not director pay .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Carlyle influence on Board composition | Carlyle has rights to designate up to 8 of 9 directors under Stockholders Agreement; Andrea was recommended by Carlyle |
| PrimeFlight Aviation Services | Andrea is a director; PrimeFlight noted in Carlyle portfolio network (Brandely prior board role) suggesting ecosystem interlock risk |
| Compensation Committee interlocks | None disclosed; no SARO exec served on other entities’ boards/comp committees with reciprocity in 2024 |
Expertise & Qualifications
- Decades of airline industry government affairs leadership, including crisis and regulatory advocacy (9/11, FAA Modernization Act 2012, Open Skies enforcement) .
- Legal training (JD, George Washington University) and governance experience (three elected terms as University of Michigan Regent) .
Equity Ownership
| Ownership Element | Shares | % Outstanding | Notes |
|---|---|---|---|
| Beneficial ownership (as of Apr 17, 2025) | 67,979 | <1% | Includes 5,903 unvested restricted shares per SEC counting rules if vesting within 60 days |
| Unvested restricted shares counted above | 5,903 | — | Included in beneficial ownership; separate from RSUs |
| Unvested stock awards outstanding (RSUs) | 14,525 | — | Director table; vests per director program schedule |
Stock ownership guidelines: Directors must hold shares equal to 5x annual cash retainer; five‑year compliance window; retention requirement to hold at least 50% of net‑settled shares until threshold met . Insider Trading Policy prohibits hedging and similar instruments for covered persons (including directors) .
Governance Assessment
- Independence and attendance: Board deemed Andrea independent; directors met ≥75% attendance in 2024; Nom & Gov Committee (her committee) did not meet post‑IPO in 2024, limiting visibility into committee engagement .
- Compensation alignment: 2024 director pay for Andrea was cash‑heavy ($175k) with program design that emphasizes annual RSUs going forward; her pre‑IPO equity election indicates willingness to hold equity .
- Ownership alignment: Meaningful individual holdings disclosed; subject to strict ownership guidelines and hedging prohibitions; no pledging disclosed in proxy .
- Controlled company dynamics: Carlyle control and designation rights create potential influence over board composition and oversight; Andrea’s nomination origin (Carlyle‑recommended) and external role at PrimeFlight increase interlock scrutiny, though she remains NYSE‑independent .
- Related‑party environment: Material services and fees to Carlyle/GIC and portfolio firms disclosed; Audit Committee oversees related‑party reviews via policy; no Andrea‑specific related‑party transactions disclosed .
RED FLAGS
- Controlled company with Carlyle designation rights for most board seats; risk of reduced minority shareholder influence .
- Director nomination sourced from Carlyle; plus external directorship at PrimeFlight within Carlyle ecosystem—heightened interlock/independence optics despite formal independence .
- Committee engagement: Nom & Gov Committee did not meet in 2024 post‑IPO, limiting demonstrated committee activity during the period .