Russell Ford
About Russell Ford
Russell Ford, 63, is Chief Executive Officer (since October 2013) and Chairman/Director (Board member since April 2019) of StandardAero, Inc. . He holds an MBA from Duke’s Fuqua School of Business and a BS in Mechanical Engineering from Georgia Tech, with certifications as a Six Sigma Black Belt and Shingjutzu Lean Expert . Under his leadership, 2024 compensation metrics used by the company met or exceeded targets on Management EBITDA and operating cash flow, while revenue was near target; the AIP paid at 114% of target based on revenue of $5,223.4m, Management EBITDA of $644.1m, and operating cash flow of $379.0m . Since the IPO on Oct 2, 2024, StandardAero’s cumulative TSR through Dec 31, 2024 equated to $75.60 per $100 initial investment, with 2024 net income of $10,974,106 and Management EBITDA of $644,153,000 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Precision Castparts Corporation | President, Carlton Forge Works and Dickson Test Group | — | Senior leadership in aerospace manufacturing operations |
| ClearEdge Power Inc. | President & CEO | — | Led clean energy business; executive general management |
| Prestolite Electric Inc. | President & CEO | — | Electrical components; turnaround/operations leadership |
| Holley Performance Products Inc. | Chief Operations Officer | — | Automotive performance products; lean operations |
| Lockheed Martin Corporation | Senior Vice President of Operations | — | Large-scale aerospace operations leadership |
| Allied Signal Corporation | General Manager, Industrial & Marine Engine Division | — | Engine division general management |
| Bell Helicopter; AT&T | Engineering and management positions | — | Early career engineering and management experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public-company directorships disclosed for Mr. Ford in the proxy biography |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) | Perquisites (Annual $) |
|---|---|---|---|---|
| 2024 | 967,385 | 125% | 1,368,000 | 55,064 total; auto allowance $36,000, 401(k) match $17,250, supplemental life $1,814 |
| 2023 | 870,000 | 125% | 1,631,250 | 187,456 total (components disclosed in 2023 line) |
Notes:
- 2024 base salary rate was increased from $870,000 to $960,000 effective Jan 1, 2024 (table reflects paid salary) .
- Mr. Ford also receives an automobile allowance of $3,000 per month under his employment agreement .
Performance Compensation
| Metric | Weighting | Target (Disclosure) | Actual | Payout for Metric | Vesting/Payment |
|---|---|---|---|---|---|
| Revenue | 10% | Not disclosed | $5,223.4m; 99.9% of target | 90% of target | AIP cash bonus for FY2024; paid as annual incentive |
| Management EBITDA | 50% | Not disclosed | $644.1m; 102.7% of target | 110% of target | AIP cash bonus for FY2024; paid as annual incentive |
| Operating Cash Flow | 40% | Not disclosed | $379.0m; 106.1% of target | 125% of target | AIP cash bonus for FY2024; paid as annual incentive |
| Total AIP Outcome | — | — | — | 114% of target payout for NEOs | Mr. Ford’s non‑equity incentive paid was $1,368,000 |
Notes:
- Definitions for revenue, Management EBITDA, and operating cash flow used in AIP are non-GAAP measures specific to the plan and exclude certain items (e.g., Aero Turbine contributions; public company costs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 3,191,011 shares; represents less than 1% of outstanding shares (334,461,630) |
| Ownership Breakdown | 1,006,955 common shares held by RSSA Ford Family LLC; 2,184,056 unvested restricted shares held by La Dolce Vita Family Trust; Mr. Ford has voting/dispositive power as co‑manager/co‑trustee |
| Outstanding Equity Awards (Unvested) | 1,965,650 restricted shares not vested (market value $48,669,494); 218,406 unearned performance shares (market/payout value $5,407,733) as of Dec 31, 2024 |
| Vesting Triggers | Awards generally vest immediately prior to a “Liquidity Event” (as defined), subject to continued service; performance tranches tied to annual Management EBITDA/cash flow with MOIC “catch‑up” at 2.5x |
| Hedging/Pledging | Hedging transactions are prohibited under Insider Trading Compliance Policy (e.g., collars/swaps/exchange funds); pledging policy not explicitly disclosed in proxy |
| Ownership Guidelines | CEO required to hold 6x annual base salary; five years to comply; 50% net‑share retention until guideline met |
Outstanding Equity Awards Detail (as of Dec 31, 2024):
| Grant Date | Unvested Shares (#) | Market Value ($) | Unearned Perf. Shares (#) | Market/Payout Value ($) | Notes |
|---|---|---|---|---|---|
| 6/14/2019 | 1,965,650 | 48,669,494 | 218,406 | 5,407,733 | Transferred to family trust on May 1, 2024 “other than for value” |
Employment Terms
| Provision | Terms |
|---|---|
| Position & Target Bonus | CEO; annual target bonus 125% of base (Comp Committee uses 150% of target as max) |
| Severance (Termination without Cause) | 18 months base salary continuation; pro‑rata bonus based on actual performance for year of termination; 18 months continued medical/dental/disability/group term life coverage; subject to release and covenants |
| Restrictive Covenants | Non‑compete and non‑solicit: 24 months post‑termination; confidentiality/intellectual property/non‑disparagement |
| Estimated Severance (as of 12/31/2024) | Cash severance $2,808,000; continued benefits $41,764; total $2,849,764 |
| Equity Acceleration | Change in control does not accelerate unless it also constitutes a Liquidity Event per plan terms |
| Perquisites | Automobile allowance $3,000/month; travel benefits |
Board Governance
| Item | Detail |
|---|---|
| Board Roles | Chairman of the Board and Chief Executive Officer (combined roles) |
| Independence | Board determined Mr. Ford is not independent under NYSE rules |
| Lead Independent Director | Paul McElhinney |
| Committee Roles | Executive Committee Chair; not on Audit/Compensation/Nominating & Governance |
| Board Attendance | In 2024 there was one Board meeting; each director attended at least 75% of Board/committee meetings; independent directors meet in executive session at least twice per year |
| Controlled Company | The Carlyle Group and affiliates beneficially own >50%; SARO is a NYSE “controlled company” but not currently relying on exemptions; may elect to in future |
Compensation Structure Analysis
- Base salary increased to $960,000 effective Jan 1, 2024 (first increase since 2019), indicating adjustment for legacy base level; AIP maintained high at‑risk cash with 125% target bonus .
- 2024 paid compensation to Mr. Ford consisted of salary and non‑equity incentive; no new stock/option grants to Mr. Ford in 2024 per Summary Compensation (others received RSUs/Class B Unit conversions) .
- AIP metrics emphasize Management EBITDA (50%) and operating cash flow (40%), aligning pay with cash generation and profitability rather than GAAP net income or TSR (explicitly not used) .
- Clawback policy adopted post‑IPO in compliance with Rule 10D‑1; mandatory recovery of erroneously received incentive‑based comp upon restatement .
Say‑on‑Pay & Shareholder Feedback
- First say‑on‑pay vote scheduled for 2025 Annual Meeting; Board recommends “ONE YEAR” for say‑on‑frequency .
- No historical say‑on‑pay approval percentages disclosed (IPO in Oct 2024) .
Equity Ownership & Alignment – Additional Policy Context
| Policy | Summary |
|---|---|
| Stock Ownership Guidelines | CEO 6x base salary; retention of 50% of net‑settled shares until threshold met |
| Insider Trading Policy | Prohibits hedging/derivatives that offset equity declines; filed as Exhibit 19.1 to 2024 Form 10‑K |
Risk Indicators & Red Flags
- Combined Chair/CEO role with controlled company status; Board cites unified leadership benefits and has appointed a lead independent director; ongoing review of structure is noted .
- Internal control material weaknesses disclosed in 2024 regarding public‑company control environment, reporting process design, and certain IT controls; remediation underway; discussed with auditors .
- Change‑in‑control acceleration for equity is tied to a specific Liquidity Event definition rather than typical single/double‑trigger, which may concentrate vesting and potential selling pressure at sponsor exit events .
- Hedging prohibited; pledging not explicitly addressed in proxy, which investors often view as a governance consideration .
Compensation Peer Group
- Korn Ferry engaged by Compensation Committee; broad Reference Group of engineering‑heavy and aerospace/industrial companies used to benchmark competitive compensation; full list provided in Appendix I of proxy .
Performance & Pay Linkage Snapshot
| Measure | 2024 Outcome | Pay Linkage |
|---|---|---|
| Management EBITDA | $644.1m (102.7% of target) | Drives 50% of AIP; contributed to 110% payout for this element |
| Operating Cash Flow | $379.0m (106.1% of target) | Drives 40% of AIP; contributed to 125% payout for this element |
| Revenue | $5,223.4m (99.9% of target) | Drives 10% of AIP; contributed to 90% payout for this element |
| Total AIP Payout | 114% of target | Mr. Ford’s bonus paid $1,368,000 |
Investment Implications
- Alignment: Significant unvested equity linked to Liquidity Event (1.97m unvested shares plus 218k performance shares) tightly aligns Mr. Ford with sponsor exit timing and value creation via EBITDA and cash flow, but may concentrate vesting/selling at exit; hedging is prohibited, pledging not addressed in proxy .
- Incentive mix: High at‑risk cash via 125% target bonus and EBITDA/cash‑flow weights supports pay‑for‑performance; lack of TSR/net‑income metrics may underweight market returns/GAAP profitability in near term post‑IPO .
- Governance risk: Combined Chair/CEO in a controlled company increases reliance on lead independent director and committee independence; board asserts ongoing review of leadership structure; investors should monitor committee functioning and any future reliance on controlled company exemptions .
- Retention and exit dynamics: Strong non‑compete (24 months) and severance ($2.85m illustrative) reduce near‑term departure risk; equity vesting tied to Liquidity Event may incentivize continuity through sponsor exit but could create episodic insider selling pressure upon vesting .
- Controls and audit: Previously identified material weaknesses in internal control warrant tracking remediation progress; clawback policy is in place, moderating restatement risk exposure for incentive compensation .