Wendy M. Masiello

About Wendy M. Masiello

Wendy M. Masiello, 66, is an independent director of StandardAero (SARO) and President of Wendy Mas Consulting, LLC; she retired from the U.S. Air Force as a Lieutenant General in 2017 after more than three decades of service . She is a Class II director with a term expiring at the 2026 annual meeting and is designated independent under NYSE rules . Her education includes an M.S. in national resource strategy (Industrial College of the Armed Forces), an M.S. in logistics management (Air Force Institute of Technology), and a B.B.A. (Texas Tech University) . Prior to retirement, she served as Director of the Defense Contract Management Agency (2014–2017) and Deputy Assistant Secretary (Contracting), Office of the Assistant Secretary of the Air Force for Acquisition (2011–2014) .

Past Roles

External Roles

Board Governance

• Independence and structure: The Board determined Ms. Masiello is independent under NYSE rules; SARO is a “controlled company” (majority owned by Carlyle) but currently does not rely on the controlled-company exemptions, though it may in the future .
• Board class/term: Class II; current term expires at the 2026 annual meeting .
• Committee assignments: Audit Committee member (committee chaired by Douglas V. Brandely; members Peter J. Clare and Wendy M. Masiello) .
• Audit oversight and engagement: Audit Committee met two times post-IPO in 2024; the Audit Committee signed off on including 2024 audited financials in the 10‑K (signatories: Brandely (Chair), Clare, Masiello) .
• Attendance: In 2024, the Board held one meeting; each director attended at least 75% of the aggregate of Board and applicable committee meetings during their service period .
• Risk oversight context: The Audit Committee oversees financial, IT, cybersecurity and data privacy risks; Compensation Committee oversees compensation risk; Nominating & Governance oversees environmental and social risks .
• Board leadership: CEO Russell Ford is Chair; Paul McElhinney is Lead Independent Director .

Fixed Compensation

• 2024 non‑employee director fees (SARO): Ms. Masiello received $138,014 in cash; no 2024 stock award value was reported for her (Total: $138,014) .
• Current director program (post‑IPO):
  • Annual cash retainer: $100,000 .
  • Equity: RSUs valued at $175,000 on initial appointment and annually at each annual meeting, vesting on the earlier of the day before the next annual meeting or first anniversary of grant; accelerates on change in control .
  • Chair adders: Audit Chair $25,000; Compensation Chair $20,000; Nominating & Governance Chair $15,000; Lead Independent Director $40,000; Non‑executive Chair $125,000 .

Performance Compensation

• SARO does not use performance-conditioned equity or bonus metrics for non‑employee directors; equity grants are time‑based RSUs vesting before the next annual meeting or after one year .

Other Directorships & Interlocks

• Public company: KBR, Inc., with committee service on Cybersecurity, Compensation, and Sustainability & Corporate Responsibility .
• Private/non‑profit boards: EURPAC Services, Inc.; Tlingit Haida Tribal Business Corporation; MRI Global; ReBuilding Together; prior NCMA (2018–2024) .
• Interlocks/conflicts: No related‑person transactions involving Ms. Masiello are described; SARO’s related‑party disclosures for 2024 focus on sponsor (Carlyle/GIC) agreements and portfolio company services, not Ms. Masiello .

Expertise & Qualifications

• Government procurement and contracting expert from senior USAF/DCMA roles; relevant to SARO’s aerospace/government services risk and compliance profile .
• Committee-relevant skills: Cybersecurity oversight (KBR committee work) aligns with SARO Audit Committee’s cybersecurity risk oversight .
• Financial literacy: Meets NYSE financial literacy requirements for Audit Committee service; Audit Committee “financial expert” designations are Brandely and Clare (not Ms. Masiello) .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with deep federal procurement/contracting expertise; Audit Committee member with active 2024 engagement and sign-off on audited financials .
  • Strong shareholder support and engagement context: 2025 say‑on‑pay received 280,310,336 FOR vs. 752,337 AGAINST (48,611 ABSTAIN), and stockholders supported annual say‑on‑pay frequency (280,821,425 votes for one year); quorum 84.26% .
  • Alignment measures: Director ownership guidelines (5x retainer), net‑share holding requirements, and hedging prohibitions enhance alignment with shareholders .
  • Attendance expectations met in 2024; each director attended at least 75% of aggregate meetings; Audit Committee met twice post‑IPO .

• Watch items

  • Controlled‑company dynamics: Carlyle controls over 50% of voting power and can designate eight of nine directors under the Stockholders Agreement, concentrating influence over board composition and committee leadership; while SARO is not currently relying on governance exemptions, it may elect to do so in the future .
  • Internal control remediation: Prior material weaknesses noted in internal control over financial reporting (transition from PwC Canada to PwC U.S.) increase the importance of Audit Committee oversight; not a red flag specific to Ms. Masiello but a board‑level risk context .

RED FLAG (Board-level context): Sponsor influence. Carlyle’s right to designate eight of nine directors and existing related‑party services/fees (Carlyle/GIC) indicate heightened conflict‑of‑interest risk at the board level, though no related transactions were reported for Ms. Masiello individually .

RED FLAG (Risk context): Previously identified material weaknesses in ICFR increase reliance on the Audit Committee; continued progress and disclosure will be important to investor confidence .

Appendix: Committee & Meeting Snapshot (2024)

Appendix: 2025 Annual Meeting Voting (Engagement Signals)

Notes:

• Board class/terms, independence, and committee rosters from SARO’s 2025 DEF 14A .
• Director compensation and unvested awards from 2024 Director Compensation and Beneficial Ownership tables .
• Ownership guidelines and hedging policies from Corporate Governance sections .
• Related‑party policy and transactions disclosed for sponsors/affiliates; no transactions naming Ms. Masiello .
• Risk oversight roles summarized from governance/risk sections .