Paul McElhinney
About Paul McElhinney
Paul McElhinney (age 64) is a Class III independent director of StandardAero (SARO), with his term expiring at the 2027 annual meeting. He is Senior Operating Partner at AE Industrial and previously served as President & CEO of GE Power Services and GE Aviation Services, as well as General Counsel and various business development roles at GE Aviation and GE Capital Aviation Services. He holds a Bachelor of Arts in legal science from Trinity College. He is currently the Lead Independent Director of SARO’s Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Power Services | President & CEO | Not disclosed | Led service operations at scale |
| GE Aviation Services | President & CEO | Not disclosed | Led global aviation aftermarket services |
| GE Aviation | General Counsel; Business Development | Not disclosed | Legal leadership; BD roles |
| GE Capital Aviation Services | Business Development | Not disclosed | Fleet/aviation finance BD |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Moeller Aerospace | Chair, Board of Directors | Not disclosed | Current chair |
| AIM MRO | Chair, Board of Directors | Not disclosed | Current chair |
| Columbia Helicopters | Chair, Board of Directors | Not disclosed | Current chair |
| Kellstrom Aerospace | Director (prior) | Not disclosed | Prior board |
| Belcan | Director (prior) | Not disclosed | Prior board |
Board Governance
- Board class and term: Class III director; term expires at the 2027 annual meeting.
- Independence: Board determined McElhinney is “independent” under NYSE rules.
- Lead Independent Director: Serves as Lead Independent Director with responsibilities over executive sessions, agenda approval, liaison to CEO, and investor communications when appropriate.
- Committee assignments: Member, Compensation Committee (Brandely, Chair; McElhinney; Weingartner).
- Board and committee activity/attendance: One Board meeting in FY2024; each director attended at least 75% of Board and applicable committee meetings in their service period. Compensation, Nominating & Corporate Governance, and Executive Committees did not meet in 2024; Audit Committee met twice.
- Controlled company context: Carlyle beneficially owns >50% and designates up to eight of nine directors; SARO is a “controlled company” under NYSE standards (currently not relying on the exemptions but may in the future).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $185,000 | As disclosed in 2024 director compensation table |
| Stock Awards (2024) | $0 | No 2024 stock award amount disclosed for McElhinney |
| Unvested Stock Awards Outstanding (12/31/2024) | 2,719 units | Director-level outstanding awards table |
Director compensation program (post‑IPO):
- Annual cash retainer: $100,000.
- Lead Independent Director retainer: $40,000.
- Committee chair retainers: Audit $25,000; Compensation $20,000; Nominating & Corporate Governance $15,000.
- RSUs: Initial and annual grants sized at $175,000 using 30‑day average “Reference Price”; vest on the earlier of day prior to next annual meeting or first anniversary (accelerate upon change‑in‑control), subject to service.
- Pre‑IPO director retainer: Certain directors (including McElhinney) elected Class A‑2 Units equal to annual retainer; converted to restricted shares at IPO and fully vested as of 12/31/2024.
Performance Compensation
| Metric | Weighting | Targeting | Applies to Director Pay? |
|---|---|---|---|
| None disclosed for directors | — | — | SARO’s director equity grants are time‑based RSUs; no performance metrics disclosed for director compensation. |
For context, SARO’s NEO annual incentives in 2024 were tied to non‑GAAP Revenue (10%), Management EBITDA (50%), and Operating Cash Flow (40%), but these do not apply to director compensation.
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|
| Moeller Aerospace | Chair | Not disclosed | No related‑party transaction disclosed with SARO – |
| AIM MRO | Chair | Not disclosed | No related‑party transaction disclosed with SARO – |
| Columbia Helicopters | Chair | Not disclosed | No related‑party transaction disclosed with SARO – |
| Kellstrom Aerospace | Director (prior) | Not disclosed | Prior board; no SARO related‑party disclosed – |
| Belcan | Director (prior) | Not disclosed | Prior board; no SARO related‑party disclosed – |
Expertise & Qualifications
- Aerospace aftermarket leadership: Former President & CEO of GE Power Services and GE Aviation Services.
- Legal and strategic capability: General Counsel and BD roles at GE Aviation and GECAS.
- Portfolio optimization: Senior Operating Partner at AE Industrial leading portfolio strategy and optimization.
- Education: BA in legal science, Trinity College.
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 244,288 |
| Shares outstanding reference | 334,461,630 |
| Ownership as % of shares outstanding | ~0.073% (derived from disclosed share counts) |
| Unvested stock awards outstanding (12/31/2024) | 2,719 units |
| Hedging policy | Company prohibits hedging transactions by directors/officers/employees. |
| Pledging | No pledging disclosure for McElhinney in proxy. – |
Governance Assessment
-
Strengths
- Independent director, currently Lead Independent Director, with defined responsibilities that enhance board effectiveness (executive sessions, agenda setting, information flow, investor engagement).
- Deep aerospace aftermarket and operations background from GE; chairs multiple aerospace boards—useful domain expertise for SARO’s MRO-centric strategy.
- Compensation Committee membership; external consultant (Korn Ferry) engaged and assessed independent; committee chartered and aligned with NYSE/SEC requirements.
-
Watch items / potential investor confidence signals
- Controlled company governance: Carlyle can designate up to eight of nine directors; Board independence may be constrained over time if exemptions are used (company states not currently relying but may in future).
- Board/committee cadence: Only one board meeting in FY2024; Compensation Committee did not meet in 2024 (post‑IPO transition context). Continued monitoring of meeting frequency and oversight depth is warranted.
- Prior internal control material weaknesses (FY2022–2023) and auditor transition; Audit Committee oversight active in 2024 (two meetings). Execution on remediation remains a governance focus.
- Significant related‑party transactions with controlling shareholders (Carlyle/GIC) for services and fees; no specific ties disclosed to AE Industrial or McElhinney, but overall ecosystem transactions merit scrutiny.
-
RED FLAGS
- Controlled company status with concentrated designation rights for Carlyle, potentially reducing minority shareholder influence over board composition and committees over time.
- Related‑party fees to Carlyle/GIC affiliates around IPO, financing, and consulting (arrangement fees, underwriting, services). While customary in private equity‑backed listings, they represent governance/oversight risk areas.
Compensation Committee Analysis
- Committee composition: Douglas V. Brandely (Chair), Paul McElhinney, Stefan Weingartner.
- Consultant: Korn Ferry engaged since May 2024 for executive and director compensation design; Compensation Committee determined no conflict of interest.
- Meetings: Compensation Committee did not meet in 2024 (post‑IPO period).
- Scope: Oversees executive and director pay, incentive/equity plans, employment/severance arrangements, and CD&A/report inclusion.
Director Compensation Program Details
| Element | Amount/Structure |
|---|---|
| Annual cash retainer | $100,000 |
| Lead Independent Director retainer | $40,000 |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Nominating & Corporate Governance $15,000 |
| Initial/annual RSUs | $175,000 sized by 30‑day average Reference Price; single‑installment vest on earlier of day prior to next annual meeting or first anniversary; accelerate on change‑in‑control |
| Payment cadence | Quarterly, in arrears; prorated for partial quarters; program effective post‑IPO |
Related-Party Transactions Context (board oversight)
- Carlyle Services Agreement: Annual fee ~$2.4 million; one‑time ~$24.5 million; reimbursable expenses; terminates earlier of two‑years post‑IPO or <10% ownership by CIM affiliates.
- Beamer (GIC) Services Agreement: Annual fee ~$0.6 million; one‑time ~$5.5 million; reimbursable expenses; terminates earlier of two‑years post‑IPO or specified ownership threshold by GIC affiliates.
- IPO/financing fees: Carlyle affiliates as lead arrangers (Term Loan facilities) with arrangement fees; affiliate underwriter received ~$5.6 million underwriting discounts; CFGI (Carlyle portfolio) consulting fees ~$4.5 million.
No SARO‑disclosed related‑party transactions involve AE Industrial or McElhinney specifically. –
Equity Ownership Guidelines (alignment)
- Directors must own 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.
Compliance status for McElhinney relative to the 5x threshold is not disclosed; beneficial ownership indicates meaningful alignment.
Say‑On‑Pay & Shareholder Feedback (context)
- 2025 proxy includes advisory say‑on‑pay and say‑on‑frequency proposals; results to be reported via Form 8‑K after the Annual Meeting. –