Douglas V. Brandely

About Douglas V. Brandely

Douglas V. Brandely (age 44) is a Class II director of StandardAero (term expires at the 2026 annual meeting). He is a Managing Director at The Carlyle Group focused on aerospace, defense, and government, and has been designated an “audit committee financial expert.” He holds an M.B.A. from Wharton and a B.S. in commerce from the University of Virginia. The Board has determined he is independent under NYSE rules.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee (Chair), Compensation Committee (Chair), Executive Committee (member). Audit Committee members: Brandely (Chair), Peter J. Clare, Wendy M. Masiello; Compensation Committee members: Brandely (Chair), Paul McElhinney, Stefan Weingartner. Executive Committee: Russell Ford (Chair), Ian Fujiyama, Brandely.
• Audit Committee financial expertise: The Board determined Brandely and Clare qualify as “audit committee financial experts.”
• Independence: The Board determined Brandely is independent under NYSE rules (the company is currently a “controlled company” but states it is not relying on exemptions at this time). Lead Independent Director: Paul McElhinney. Independent directors hold executive sessions at least twice per year.
• Attendance: In 2024 there was one Board meeting; each director attended at least 75% of Board and applicable committee meetings. Post‑IPO, the Audit Committee met twice; the Compensation and Nominating & Governance Committees did not meet in 2024; the Executive Committee did not meet.

Fixed Compensation (Director)

• Program context: Post‑IPO non‑employee director program provides $100,000 annual cash retainer plus additional chair fees and $175,000 in annual RSUs; however, Brandely (and Fujiyama) are not eligible to participate in the non‑employee director compensation program.

Performance Compensation (Director)

• None disclosed for directors; director equity grants, where applicable, vest based on service time rather than performance conditions. Brandely received no director equity in 2024.

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and aerospace: Managing Director in Carlyle’s U.S. Buyout group with sector focus on aerospace, defense, and government.
• Audit committee financial expert designation.
• Education: M.B.A., Wharton; B.S. in commerce, University of Virginia.

Equity Ownership

• Stock ownership guidelines: Directors are required to hold shares equal to 5x annual cash retainer; five‑year compliance window. (Directors not in the compensation program may have differing applicability based on the policy’s definition.)

Related‑Party Exposure (Company‑level context relevant to Brandely’s oversight roles)

• Controlled company: Carlyle and affiliates beneficially own 54.1% of common stock; GIC holds 12.2%. Carlyle has the right to designate eight of nine directors under the Stockholders Agreement, subject to ownership thresholds.
• Carlyle/GIC services agreements: Annual advisory fees to Carlyle affiliate ($2.4m) and to a GIC affiliate ($0.6m) under amended services agreements; Carlyle affiliates received arranger fees for loan facilities; a Carlyle affiliate received ~$5.6m in underwriting discounts and commissions from the IPO; CFGI (Carlyle portfolio co.) received ~$4.5m consulting fees related to the IPO.
• Oversight: Related‑party transactions are reviewed under a Board‑approved policy; the Audit Committee oversees related‑party and risk oversight processes.

Governance Assessment

• Positives

  • Experienced finance/aerospace director and designated audit committee financial expert; chairs both Audit and Compensation Committees.
  • Board independence determination; independent director executive sessions; presence of Lead Independent Director.
  • Use of an independent compensation consultant (Korn Ferry), with independence assessment by the Compensation Committee.
  • Clawback policy adopted in connection with IPO; insider trading policy prohibits hedging.
  • Strong attendance disclosure (≥75% for Board/committees in 2024).

• Risks / RED FLAGS

  • Controlled company with Carlyle designating up to eight of nine directors; potential influence over board decisions.
  • Extensive related‑party transactions and service fees involving Carlyle and its portfolio companies; requires robust Audit Committee oversight to mitigate conflicts.
  • Audit Committee composition during the IPO transition: company notes Rule 10A‑3 requires a fully independent audit committee within one year of registration; the proxy specifically identifies Clare and Masiello as audit‑committee‑independent members, implying reliance on transition relief while Brandely serves as Chair. Monitoring for full Rule 10A‑3 compliance by the deadline is warranted.
  • Alignment: Brandely received no director cash or equity compensation in 2024 and reported no SARO share ownership, potentially limiting direct public‑shareholder alignment (though he is affiliated with the controlling shareholder).

• Additional context

  • Board met once in 2024 due to late‑year IPO; Audit Committee met twice post‑IPO; other committees had limited/no meetings, reflecting transition period. Continued cadence should be monitored.

Notes on Director Compensation Structure (Program Reference)

• Standard non‑employee director program (post‑IPO) provides: $100,000 annual cash retainer; $175,000 in annual RSUs; chair retainers ($25,000 Audit; $20,000 Compensation; $15,000 Nominating & Governance; $40,000 Lead Independent Director; $125,000 non‑executive Chair). Brandely is not eligible for this program.

Appendix: Key Citations

• Biography/age/education/boards:
• Committee roles and composition; financial expert designation; meetings:
• Independence, controlled company status, lead independent director, executive sessions:
• Attendance:
• Director compensation (Brandely = $0):
• Ownership (Brandely = 0 shares):
• Stock ownership guidelines and hedging prohibition:
• Stockholders Agreement/Carlyle designation rights; ownership percentages:
• Related‑party transactions (Carlyle/GIC/CFGI/underwriting/arranger fees):
• Related‑party transaction policy and Audit Committee oversight remit: