Derek Kerr
About Derek Kerr
Derek Kerr, age 60, is a Class III independent director of StandardAero, Inc. (SARO), with a term expiring at the 2027 annual meeting; he holds a B.S. in aeronautical engineering and an MBA in finance from the University of Michigan . His executive background includes Vice Chair & Strategic Advisor at American Airlines Group Inc. (AAG) and President of American Eagle (Dec 2022–Sep 2023) and prior CFO roles at AAG, US Airways, and America West Airlines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Airlines Group Inc. (AAG) | Vice Chair & Strategic Advisor; President of American Eagle | Dec 2022–Sep 2023 | Senior advisory leadership post-retirement from CFO role |
| American Airlines Group Inc. | EVP & CFO (AAG and American Airlines, Inc.) | 2013–Dec 2022 | Oversaw treasury, accounting, FP&A, tax, IR, purchasing; global corporate risk |
| US Airways | SVP & CFO; later EVP & CFO | 2005; promoted 2009 | Added responsibility for information technology |
| America West Airlines | CFO (after finance/planning roles starting 1996) | CFO in 2002 | Progressed through finance/planning to CFO |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| AECOM | Director | Current | Not specified in SARO proxy |
| Comerica Incorporated | Director | Current | Not specified in SARO proxy |
Board Governance
- Independence: SARO Board determined Kerr is independent under NYSE rules .
- Board structure: 9 members; staggered 3 classes; Kerr is Class III, term to expire at 2027 annual meeting .
- Committee assignments: No committee memberships or chair roles are disclosed for Kerr in the committee matrix (Audit, Compensation, Nominating & Corporate Governance, Executive) .
- Attendance: In 2024 there was one Board meeting; each director attended at least 75% of Board and committee meetings during their service period .
- Executive sessions: Independent directors meet in executive session regularly, at least twice per year .
- Control provisions context: Carlyle holds designation rights for Board seats subject to ownership thresholds per the Stockholders Agreement .
Fixed Compensation
| Component | Amount/Policy | Applicability to Kerr |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $100,000 per year; paid quarterly in arrears (prorated as applicable); no fees payable pre‑IPO under this program; Brandely and Fujiyama not eligible for program | Eligible as an independent non‑employee director; actual amounts for 2024 not listed for Kerr in table |
| Chair fees | Non‑executive Board Chair: $125,000; Lead Independent Director: $40,000; Audit Chair: $25,000; Compensation Chair: $20,000; Nominating & Governance Chair: $15,000 | None — Kerr not disclosed as chair of any committee |
| Meeting fees | Not disclosed | Not disclosed |
Performance Compensation
| Award/Metric | Details | Kerr‑Specific |
|---|---|---|
| RSU initial grant at appointment | RSUs equal to $175,000 (pro‑rated) / 30‑day average closing price (“Reference Price”) | RSUs outstanding: 1,343 units vesting on 06/11/2025 |
| Annual RSU grant | RSUs equal to $175,000 / Reference Price at each annual meeting | Not disclosed for Kerr in 2024 table |
| Vesting schedule | RSUs vest in a single installment on the earlier of the day prior to the next annual meeting or the first anniversary of grant; full acceleration upon change in control, subject to service | 1,343 RSUs vest 06/11/2025; aligns with policy |
| Clawback | Not specifically disclosed for directors | Not disclosed |
| Tax gross‑ups (CoC excise) | Company does not provide Section 4999 excise tax gross‑ups in connection with change in control | Applies company‑wide; director applicability not singled out |
Director performance metrics table:
| Metric Category | Metric | Status |
|---|---|---|
| Equity award conditions | Time‑based RSU vesting (no performance metrics) | No performance metrics tied to director RSUs disclosed |
Other Directorships & Interlocks
| Company | Relationship to SARO | Potential Interlock/Conflict |
|---|---|---|
| AECOM | External public company directorship | No SARO‑disclosed transactions or overlaps; none indicated |
| Comerica Incorporated | External public company directorship | No SARO‑disclosed transactions or overlaps; none indicated |
Expertise & Qualifications
- Education: B.S. aeronautical engineering; MBA finance, University of Michigan .
- Functional expertise: Long‑tenured airline CFO; deep experience in treasury, accounting, FP&A, tax, investor relations, procurement, risk .
- Board financial expert designation at SARO: Not designated as audit committee financial expert (Brandely and Clare designated) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Composition/Notes |
|---|---|---|---|
| Derek J. Kerr | 1,343 | Less than 1% (“*” as shown) | Consists of 1,343 RSUs vesting on 06/11/2025 |
| Stock ownership guideline (directors) | 5x annual cash retainer | — | Directors must retain at least 50% of net shares until threshold met |
| Options | None disclosed for Kerr | — | Kerr not listed with options; options shown only for Weingartner |
| Pledging/Hedging | Hedging prohibited by insider trading policy | — | Policy prohibits hedging instruments; pledging not disclosed |
Governance Assessment
- Independence and attendance are adequate: Kerr is NYSE‑independent and met the ≥75% attendance threshold in 2024, supporting baseline governance quality .
- Limited committee engagement: Kerr holds no disclosed committee seats or chair roles, reducing direct influence on audit/compensation/nominating oversight; could be a watch‑item for board effectiveness if persistent .
- Ownership alignment early stage: Beneficial holdings are modest (1,343 RSUs vesting 06/11/2025) relative to director guidelines (5x cash retainer), implying a ramp‑up period post‑IPO; compliance status not disclosed .
- Pay structure signals: Non‑employee director pay mixes fixed cash ($100k) with equity ($175k RSUs annual), time‑based vesting and CoC acceleration; no performance conditions on director awards, which is typical but offers limited pay‑for‑performance alignment .
- Conflicts/related parties: No related‑party transactions disclosed involving Kerr; broader Carlyle arrangements (fees, portfolio service providers, IPO underwriter role) highlight sponsor influence; Board still deems Kerr independent .
- Shareholder sentiment context: 2025 say‑on‑pay passed (280,310,336 for; 752,337 against; 48,611 abstain; broker non‑votes 737,112), and director nominees received strong support; Kerr was not up for election (Class III) in 2025 .
Appendix: Key 2025 Annual Meeting Voting Results (Context)
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election: Peter J. Clare (Class I) | 265,347,098 | 15,764,186 | — | 737,112 |
| Election: Russell Ford (Class I) | 274,120,616 | 6,990,668 | — | 737,112 |
| Election: Andrea F. Newman (Class I) | 265,071,163 | 16,040,121 | — | 737,112 |
| Auditor ratification (PwC) | 281,788,919 | 4,177 | 55,300 | 0 |
| Say‑on‑pay frequency (One Year) | 280,821,425 | 5,561 | 238,877 | 45,421 |
| Say‑on‑pay | 280,310,336 | 752,337 | 48,611 | 737,112 |