Ian Fujiyama
About Ian Fujiyama
Ian Fujiyama (age 52) is a Class III director of StandardAero (SARO), with a term expiring at the 2027 annual meeting. He is a Managing Director at The Carlyle Group and head of Carlyle’s Global Aerospace, Defense, and Government Services team; he holds a B.S. in Economics from the Wharton School. The Board has determined he qualifies as an independent director under NYSE rules, and each director attended at least 75% of Board/committee meetings in 2024 (the Board met once following the IPO).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Carlyle Group | Managing Director; Head, Global Aerospace, Defense & Government Services | Joined 1997; Asia assignment in 1999 for two years | Investment leadership in aerospace/defense; member of investment committee overseeing SARO controlling fund’s shares |
| Donaldson, Lufkin & Jenrette Securities | Associate (high yield and merchant banking) | Prior to 1997 | Transaction experience in high yield/merchant banking |
| Prior public/private boards (selected) | Director | Various | ARINC, CPI, Dynamic Precision Group, Novetta, Booz Allen Hamilton, KLDiscovery, Loc Performance |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Two Six Technologies, Inc. | Director | Current | Board service disclosed by SARO |
| ManTech International | Director | Current | Board service disclosed by SARO |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Executive Committee. Not on Audit or Compensation.
- Independence: Board determined Fujiyama (and others) qualify as independent under NYSE rules, despite affiliations with significant stockholders considered during the determination.
- Controlled company: SARO is a “controlled company” (Carlyle and affiliates >50% voting power). SARO is not currently relying on the controlled-company exemptions but may in the future.
- Stockholders agreement: Carlyle has the right to designate eight of nine directors, subject to step-downs at lower ownership thresholds.
- Lead independent director: Paul McElhinney.
- Executive sessions: Independent directors meet in executive session regularly, at least twice per year.
- Attendance: One Board meeting was held in 2024 post-IPO; all directors met the 75% attendance guideline. The Nominating & Corporate Governance Committee did not meet in 2024 following the IPO.
Fixed Compensation (Director)
| Year | Fees Earned (Cash) | Stock Awards (RSUs) | Total |
|---|---|---|---|
| 2024 | $0 | $0 | $0 |
- Program eligibility: Brandely and Fujiyama are not eligible for SARO’s non‑employee director compensation program adopted at IPO (which otherwise provides a $100,000 annual cash retainer plus ~$175,000 annual RSU grant).
Performance Compensation
- No performance-based director compensation for Fujiyama was disclosed for 2024 (no option/PSU grants).
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlock/Notes |
|---|---|---|---|
| Two Six Technologies, Inc. | Director | Not disclosed | Current directorship |
| ManTech International | Director | Not disclosed | Current directorship |
| Booz Allen Hamilton (prior) | Director | Nominating & Governance, Compensation (prior) | Prior directorship |
Expertise & Qualifications
- Aerospace/defense domain expertise; extensive board experience across Carlyle portfolio companies; corporate finance background.
- Not designated as an Audit Committee Financial Expert (ACFE); ACFEs on SARO’s Audit Committee are Brandely and Clare.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 4/17/2025) | No shares reported as beneficially owned by Fujiyama; not listed with a share count in the table. |
| Unvested director equity at 12/31/2024 | None reported for Fujiyama (no options/RSUs outstanding). |
| Ownership guidelines | Stock ownership guidelines require each director to hold shares equal to 5x annual cash retainer; 5-year compliance period from appointment. Compliance status not disclosed. |
| Hedging/pledging | Insider Trading Compliance Policy prohibits hedging transactions; no pledging disclosed. |
Governance Assessment
-
Strengths
- Deep sector expertise and relationships in aerospace/defense; governance role as Chair of Nominating & Corporate Governance Committee.
- Board-level processes: independent sessions; defined committee charters; lead independent director structure.
- Hedging prohibition and clawback policy adopted post-IPO.
- 2025 say-on-pay support and frequency vote indicate shareholder alignment signals (see below).
-
Risks and potential conflicts
- Controlled company structure with Carlyle’s right to designate eight of nine directors, while Fujiyama is a Carlyle Managing Director; despite the Board’s independence determination, investor optics and potential influence concerns persist. RED FLAG.
- Related-party transactions and fees to Carlyle affiliates (advisory services ~$2.4m in 2024; arrangement fees ~$0.8m and ~$1.2m; underwriting fees ~$5.6m; consulting fees to a Carlyle portfolio company ~$4.5m), and substantial IPO proceeds to Carlyle (≈$292.1m), increase conflict-of-interest scrutiny. RED FLAG.
- Director compensation alignment: Fujiyama is not eligible for the non‑employee director compensation program and reported no director equity or cash fees in 2024; beneficial ownership table shows no reported personal SARO share holdings as of the record date, which may limit direct “skin‑in‑the‑game” alignment (acknowledging indirect Carlyle exposure). Signal to monitor.
Say‑on‑Pay & Shareholder Feedback (Signals)
| Item | For | Against/Withheld | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 Say‑on‑Pay (Item 4) | 280,310,336 | 752,337 | 48,611 | 737,112 |
| 2025 Say‑on‑Frequency – One Year | 280,821,425 | 5,561 (Two Years) | 238,877 (Three Years) | 45,421 (Abstain) |
- Outcome: Annual say‑on‑pay approved with high support; shareholders favored an annual frequency.
Related Party Exposure (Context for Conflicts)
| Relationship | 2024/IPO Economics |
|---|---|
| Carlyle Investment Management LLC advisory/consulting fee | ~$2.4 million in 2024 |
| Carlyle lead arranger arrangement fees | ~$0.8 million and ~$1.2 million (two facilities) |
| Carlyle affiliate underwriting discounts/commissions (IPO) | ~$5.6 million |
| CFGI (Carlyle portfolio company) consulting fees | ~$4.5 million in 2024 |
| Carlyle IPO share sale proceeds | ≈$292.1 million to Carlyle Partners VII |
Committee Structure Snapshot
| Committee | Members | Chair | 2024 Activity (post-IPO) |
|---|---|---|---|
| Audit | Brandely; Clare; Masiello | Brandely | Met twice in 2024 |
| Compensation | Brandely; McElhinney; Weingartner | Brandely | Did not meet in 2024 |
| Nominating & Corporate Governance | Fujiyama; Clare; Newman | Fujiyama | Did not meet in 2024 |
| Executive | Ford; Fujiyama; Brandely | Ford | Did not meet in 2024 |
Governance Notes
- Indemnification agreements in place for directors and officers; D&O insurance authorization.
- Clawback policy compliant with Rule 10D‑1; equity award timing practice avoids grants around earnings/filings.
- Insider Trading Policy prohibits hedging; executive sessions of independent directors at least twice per year.
Summary Implications for Investors
- Board effectiveness: Fujiyama brings highly relevant sector and investment expertise and leads director nominations/governance, a plus for board oversight capability.
- Independence optics and conflicts: His senior Carlyle role, combined with Carlyle’s board designation rights and related‑party economics, is a governance overhang that may affect perceived independence, especially given his chair role on Nominating & Governance. Monitor committee practices and related‑party review rigor. RED FLAG.
- Alignment: Lack of disclosed personal SARO ownership and ineligibility for director pay/equity may limit direct alignment, though indirect exposure via Carlyle exists. Consider engagement on director ownership posture over time under SARO’s ownership guidelines.