Stefan Weingartner
About Stefan Weingartner
Stefan Weingartner (age 63) is a Class II independent director of StandardAero (SARO) with a term expiring at the 2026 annual meeting. He is an Operating Executive at The Carlyle Group focused on aerospace, defense and government, and previously served as President & CEO of MTU Maintenance and as an Executive Board member of MTU Aero Engines AG; earlier roles include leadership positions at EADS Japan (now Airbus Group) and DaimlerChrysler Aerospace. He holds a Ph.D. in engineering, an M.S. and B.S. in physics (Technical University of Munich) and an M.B.A. (Edinburgh Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MTU Maintenance | President & CEO | Prior to 2015 (exact years not disclosed) | Executive Board member of MTU Aero Engines AG |
| MTU Aero Engines AG | Executive Board Member | Prior to 2015 (exact years not disclosed) | Senior leadership in engine MRO and aerospace |
| EADS Japan (Airbus Group) | Leadership roles | Prior to 2015 (exact years not disclosed) | Japan market leadership; aerospace |
| DaimlerChrysler Aerospace | Leadership roles | Prior to 2015 (exact years not disclosed) | Aerospace operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Carlyle Group | Operating Executive (Aerospace/Defense/Gov’t) | 2015–present | Affiliation with controlling shareholder of SARO |
| Forgital Group | Strategic Advisory Board Member | Current | Carlyle portfolio exposure context |
| Sequa Corporation | Director | 2015–2022 | Former Carlyle investment |
Board Governance
- Board status: Class II director; Board determined he is “independent” under NYSE rules .
- Committee assignments: Member, Compensation Committee (Chair: Douglas V. Brandely). Not on Audit or Nominating .
- Attendance: In 2024, the Board held one meeting and each director attended at least 75% of Board and committee meetings while serving. Following the IPO, the Compensation Committee did not meet in 2024; the Audit Committee met twice; Nominating & Executive did not meet .
- Leadership structure: CEO also serves as Chair; Paul McElhinney is Lead Independent Director; independent directors meet in executive session at least twice per year .
- Control and designation rights: SARO is a “controlled company”; Carlyle beneficially owns >50% and has the right to designate eight of nine directors subject to ownership thresholds per the Stockholders Agreement .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 138,014 | 0 | 138,014 |
- Standard non‑employee director program (post‑IPO): annual cash retainer $100,000; RSUs with grant-date value $175,000 at appointment/annual meeting; additional chair retainers (Lead Independent Director $40,000; Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000) .
Performance Compensation (Director)
| Equity Element | Detail |
|---|---|
| Outstanding option awards | 50,347 options outstanding at 2024 year‑end (no unvested stock awards) |
| Annual RSU program | Standard program provides RSUs valued at $175,000, vesting by next annual meeting; full vest on change in control, subject to service |
Note: No 2024 stock award was recorded for Dr. Weingartner; his 2024 director compensation was entirely cash. Equity options outstanding likely reflect pre‑IPO plan grants; specific vesting/strike terms not detailed in the proxy .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Context |
|---|---|---|---|
| The Carlyle Group | Sponsor | Operating Executive | Carlyle controls SARO via >50% ownership and designates up to 8 of 9 directors; Dr. Weingartner serves on SARO’s Compensation Committee alongside Carlyle MD Brandely (Chair) . |
| Forgital Group | Portfolio company | Strategic Advisory Board | Advisory role at a Carlyle portfolio company (supplier/customer links not disclosed) . |
| Sequa Corporation | Prior portfolio company | Director (2015–2022) | Historical Carlyle-linked directorship . |
Expertise & Qualifications
- Technical: Ph.D. (engineering) and advanced physics degrees (TU Munich); deep aero engine MRO and aerospace leadership (MTU, Airbus/EADS) .
- Governance: Service as director/advisor across aerospace portfolio companies; independent director under NYSE standards .
- Compensation oversight: Member, Compensation Committee; committee engages Korn Ferry as independent consultant (committee determined no conflicts) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Stefan Weingartner | 70,486 | <1% |
- Stock ownership guidelines: Directors must own shares equal to 5x the annual cash retainer within five years; until met, must retain at least 50% of net shares from equity settlements .
- Hedging/pledging: Insider Trading Compliance Policy prohibits hedging transactions in Company equity by directors and other covered persons .
Governance Assessment
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Key strengths
- Independent status with substantial aerospace operating depth (MTU, Airbus/EADS), supporting board effectiveness on operations and technology matters .
- Formal director ownership guidelines and hedging prohibitions promote alignment; beneficial ownership disclosed .
- Use of an external compensation consultant (Korn Ferry) with no identified conflicts for director/executive pay .
-
Risk factors and potential conflicts
- Controlled‑company structure: Carlyle beneficially owns >50% and can designate up to eight of nine directors, reducing minority investor influence on board composition and committees .
- Related‑party exposure: Fees to Carlyle affiliates (loan arrangement fees ~$0.8m and ~$1.2m in 2024; IPO underwriting $5.6m) and consulting fees to CFGI ($4.5m), a Carlyle portfolio company .
- Compensation Committee composition and activity: Committee chaired by a Carlyle MD (Brandely) with Dr. Weingartner (Carlyle Operating Executive) as member; following the IPO, the committee did not meet in 2024, limiting evidence of post‑IPO compensation oversight cadence .
RED FLAGS
- Controlled‑company exemptions could be invoked in future, potentially reducing committee independence and evaluations; SARO states it is not currently relying on exemptions, but may in future .
- Concentration of influence: Carlyle affiliation of multiple directors (including a Compensation Committee majority) alongside related‑party transactions with Carlyle affiliates heightens perceived conflicts and warrants close monitoring by investors .
Notes on Independence, Attendance, and Engagement
- Independence: Board determined Dr. Weingartner qualifies as independent under NYSE rules .
- Attendance: Each director attended at least 75% of combined Board and committee meetings in 2024; the Board met once post‑IPO .
- Executive sessions: Independent directors meet in executive session at least twice annually; Lead Independent Director presides when applicable .