Peter J. Clare
About Peter J. Clare
Peter J. Clare (age 60) serves as an independent Class I Director nominee at StandardAero (SARO), with a term to expire at the 2028 annual meeting if elected. He retired in 2023 as Chief Investment Officer of Corporate Private Equity at The Carlyle Group, having previously served as Chairman of the Americas, Chair of the U.S. Buyout and Growth Investment Committees, and Global Head of Aerospace, Defense & Government Services; he joined Carlyle in 1992 after roles at First City Capital Corporation and Prudential‑Bache. He holds an MBA from Wharton and a BS in business administration from Georgetown University, and the Board cites his corporate finance expertise and aerospace industry knowledge as qualifications. The Board has determined he is independent under NYSE rules, and also an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Carlyle Group | CIO, Corporate Private Equity; Chairman of the Americas; Co-Head U.S. Buyout & Growth; Global Head Aerospace, Defense & Government Services | 1992–2023 | Senior leadership across strategy, investments and governance |
| First City Capital Corporation | Early career role | Pre-1992 | Corporate finance experience |
| Prudential‑Bache (Merchant Banking Group) | Early career role | Pre-1992 | Investment/merchant banking experience |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| The Carlyle Group | Director | Former | Board service (prior) |
| Booz Allen Hamilton | Director | Former | Compensation Committee; Nominating & Governance Committee |
| Sedgwick; Nouryon; Pharmaceutical Product Development (PPD); Signode Industrial; Wesco Aircraft; Aviall | Director | Former | Board service (prior) |
Board Governance
- Board/Committee roles: Member, Audit Committee; Member, Nominating & Corporate Governance Committee; not on Compensation or Executive Committees. The Board has determined he and Wendy M. Masiello are independent for Audit under Rule 10A‑3; the Board also determined Douglas V. Brandely (chair) and Clare each qualify as “audit committee financial experts.” Following the IPO, the Audit Committee met twice in 2024.
- Independence: The Board determined that Peter J. Clare is independent under NYSE listing requirements.
- Attendance: In 2024, there was one Board meeting, and each director attended at least 75% of aggregate Board and applicable committee meetings.
- Executive sessions: Independent directors meet in executive session regularly and no fewer than twice per year; Paul McElhinney is the Lead Independent Director.
- Controlled company context: Carlyle and affiliates beneficially own >50% of voting power; SARO is a “controlled company” under NYSE rules (not currently relying on exemptions but may do so).
- Stockholders Agreement: As of Oct 1, 2024, Carlyle has rights to designate 8 of 9 directors (step-downs at lower ownership levels); Carlyle consent is required to increase Board size above nine while rights persist.
Fixed Compensation (Director)
| Component | Peter J. Clare 2024 | Policy (Post‑IPO) | Notes |
|---|---|---|---|
| Annual cash retainer | $25,000 | $100,000 | 2024 figure reflects partial-year/pro‑ration timing post‑IPO |
| Committee chair fees | N/A | Audit Chair: $25,000; Comp Chair: $20,000; N&CG Chair: $15,000; Lead Independent Director: $40,000 | Not applicable to Clare (not a chair) |
| Non‑employee chair fee | N/A | $125,000 | Not applicable (CEO is Chair) |
- 2024 total director compensation for Clare: $199,984 (Cash fees $25,000; Stock awards $174,984). Approximate mix: ~88% equity, ~12% cash.
Performance Compensation (Director Equity)
| Grant/Status | Instrument | Shares/Units | Grant Date/Status | Fair Value/Terms |
|---|---|---|---|---|
| Initial post‑IPO award (2024) | RSUs | Unvested 7,291 at 12/31/24 | Vests in a single installment on the earlier of the day prior to the next annual meeting or first anniversary of grant, subject to service | $174,984 2024 stock award value; director equity awards target $175,000 annually using 30‑day average price (“Reference Price”) |
- Vesting acceleration: All unvested director RSUs vest upon a change in control, subject to continued service through such event.
- Equity program: On appointment/annual meeting, RSUs equal to $175,000 divided by Reference Price; vests by next annual meeting or first anniversary.
Other Directorships & Interlocks
- Former public company boards include The Carlyle Group and Booz Allen Hamilton (with prior service on Compensation and Nominating & Governance Committees at BAH).
- Nominating source: Clare was initially recommended by Carlyle to serve on SARO’s Board.
- Control interlock: Carlyle holds Board designation rights (up to 8 of 9 seats) and SARO is a controlled company, indicating significant sponsor influence on Board composition.
Expertise & Qualifications
- Corporate finance, private equity and aerospace industry leadership (CIO CPE, US Buyout & Growth Chair, Global Head Aerospace/Defense/Gov Services at Carlyle).
- Recognized “audit committee financial expert” by SARO’s Board.
- Education: MBA (Wharton), BS Business Administration (Georgetown).
Equity Ownership
| Holder | Beneficial Ownership (4/17/2025) | Form |
|---|---|---|
| Peter J. Clare | 7,291 | Restricted stock units vesting June 11, 2025; represents less than 1% ownership |
- Director ownership guidelines: Directors must hold shares equal to 5x annual cash retainer, measured over five years from Board appointment; 50% of net shares from vesting must be retained until in compliance.
- Hedging/pledging: Insider Trading Policy prohibits transactions designed to hedge or offset declines in SARO equity (e.g., collars, swaps, exchange funds).
Governance Assessment
Key positives
- Independent status with deep aerospace and finance expertise; designated audit committee financial expert, strengthening financial oversight.
- Committee assignments align with skills (Audit; Nominating & Corporate Governance).
- Strong shareholder support: elected at 2025 annual meeting with 265,347,098 votes “FOR” vs. 15,764,186 “WITHHELD” (broker non‑votes 737,112).
- Director compensation program uses a significant equity component with clear vesting and ownership guidelines, supporting alignment.
Risk indicators and potential conflicts (RED FLAGS)
- Controlled company structure with sponsor designation rights (Carlyle up to 8 of 9 seats) increases risk of sponsor influence over Board decisions and potential conflicts.
- Related‑party economics with controlling shareholders: ongoing consulting/management fee arrangements (approx. $2.4m annually to Carlyle affiliate; ~$0.6m to GIC affiliate), underwriter/arranger roles for Carlyle affiliates, and recognition of quarterly sponsor management fees in non‑GAAP “Other” adjustments. Audit Committee oversight of related‑party transactions is critical.
- Audit Committee transition: as of the proxy, Audit Committee chair was a Carlyle managing director (Brandely), with the company noting the 10A‑3 requirement for a fully independent audit committee within one year of the IPO—timing and completion of this transition merit monitoring.
- Internal control material weaknesses identified in 2022–2023 (public company readiness issues) noted during auditor transition; remediation progress requires continued Audit Committee attention.
Appendix: Director Compensation Detail (2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash (Clare) | $25,000 |
| Stock Awards (RSUs) (Clare) | $174,984 |
| Total (Clare) | $199,984 |
| Unvested Stock Awards Outstanding at 12/31/2024 (Clare) | 7,291 |
Appendix: 2025 Shareholder Vote Outcomes (Context)
| Item | FOR | AGAINST/WITHHELD | ABSTAIN | Broker Non‑Votes |
|---|---|---|---|---|
| Election: Peter J. Clare | 265,347,098 (FOR) | 15,764,186 (WITHHELD) | — | 737,112 |
| Election: Russell Ford | 274,120,616 (FOR) | 6,990,668 (WITHHELD) | — | 737,112 |
| Election: Andrea F. Newman | 265,071,163 (FOR) | 16,040,121 (WITHHELD) | — | 737,112 |
| Auditor Ratification (PwC US) | 281,788,919 | 4,177 | 55,300 | 0 |
| Say‑on‑Pay Frequency | One Year: 280,821,425 | Two Years: 5,561; Three Years: 238,877 | 45,421 | 737,112 |
| Say‑on‑Pay | 280,310,336 | 752,337 | 48,611 | 737,112 |
Notes on Related‑Party Transactions (Company‑Level)
- Annual consulting/management fees: ~$2.4m to Carlyle Investment Management L.L.C.; ~$0.6m to Beamer Investment Inc. (GIC affiliate) under amended agreements; IPO underwriting/arranger fees also paid to Carlyle affiliates.
- Non‑GAAP adjustments regularly include quarterly management fees to Carlyle and GIC affiliates in “Other.”
- Audit Committee reviews related‑party transactions per policy and has oversight responsibility for financial reporting and risk.
Implications: While Clare’s credentials, independence determination, and audit expertise support board effectiveness, the controlled company structure and ongoing sponsor-related economics elevate perceived conflict risk. Continued progress toward a fully independent Audit Committee, rigorous related‑party oversight, and remediation of historical control weaknesses are important signals for investor confidence.