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This excerpt taken from the AYR DEF 14A filed Apr 3, 2009. Continuing
Directors
Joseph P. Adams, Jr. was appointed to our Board in
October 2004 and became Deputy Chairman of our Board in May
2006. He is a Managing Director at Fortress; co-head of the
U.S. acquisitions activity within the Private Equity Group
and Deputy Chairman of Aircastle Limited and Seacastle Inc.
Previously, Mr. Adams was a partner at Brera Capital
Partners and at Donaldson, Lufkin & Jenrette where he
was in the transportation industry group. In 2002,
Mr. Adams served as the first Executive Director of the Air
Transportation Stabilization Board. Mr. Adams received a BS
in Engineering from the University of Cincinnati and an MBA from
Harvard Business School.
Ronald W. Allen was appointed to our Board on
August 2, 2006. Mr. Allen was a consultant to and
Advisory Director of Delta Air Lines, Inc., from July 1997
through July 2005. Mr. Allen continues to serve as an
Advisory Director. He retired as Delta’s Chairman of the
Board, President and Chief Executive Officer in July 1997, and
had been its Chairman of the Board and Chief Executive Officer
since 1987. Mr. Allen is also a Director of the
Coca-Cola
Company, Aaron Rents, Inc., Interstate Hotels and Resorts and
Guided Therapeutics.
Douglas A. Hacker was appointed to our Board on
August 2, 2006. Mr. Hacker is currently an independent
business executive and formerly served from December 2002 to May
2006 as Executive Vice President, Strategy for UAL Corporation,
an airline holding company, Prior to this position,
Mr. Hacker served with UAL Corporation as President, UAL
Loyalty Services from September 2001 to December 2002, and as
Executive Vice President and Chief Financial Officer from July
1999 to September 2001. Mr. Hacker also serves as a
director or trustee of a series of open-end and closed-end
investment companies that are part of the Columbia family of
mutual funds and as a director of Nash Finch Company.
John Z. Kukral was appointed to our Board on
August 2, 2006. Mr. Kukral is President of Northwood
Investors, a real estate investment company. Mr. Kukral
started his career at JMB Realty Corporation in 1982 and was
most recently (1994 to 2005) with Blackstone Real Estate
Advisors where he served as President and CEO from 2002 until
his departure in 2005. Mr. Kukral is a Director of HFF,
Inc., a Trustee of
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the Urban Land Institute, a Governor of the Urban Land
Foundation, a Trustee of the National Jewish Hospital in Denver,
Colorado and past Chairman of the Savoy Group.
Ronald L. Merriman was appointed to our Board on
August 2, 2006. Mr. Merriman is Managing Director of
Merriman Partners, a management consulting firm. He served as
Managing Director of O’Melveny & Myers LLP, a
global law firm, from 2000 to 2003. From 1999 to 2000,
Mr. Merriman served as Executive Vice President of Carlson
Wagonlit Travel, a global travel management firm.
Mr. Merriman also served as Executive Vice President of
Ambassadors International, a publicly-traded travel services
business, from 1997 to 1999. From 1967 to 1997,
Mr. Merriman was employed by KPMG, a global accounting and
consulting firm, where he ultimately served as a Vice Chair and
member of the Executive Management Committee. He is also a
director of three other public companies; Realty Income
Corporation, Haemonetics Corporation, and Pentair, Inc.
Legal Proceedings Involving Directors, Officers or
Affiliates. There are no legal proceedings
ongoing as to which any director, officer or affiliate of the
Company, any owner of record or beneficially of more than five
percent of any class of voting securities of the Company, or any
associate of any such director, officer, affiliate of the
Company, or security holder is a party adverse to us or any of
our subsidiaries or has a material interest adverse to us or any
of our affiliates.
Director Independence. In March 2009,
our Board determined the independence of each member of the
Board in accordance with the NYSE corporate governance rules and
applicable rules of the United States Securities and Exchange
Commission (the “SEC”). Each director affirmatively
determined by the Board to have met the standards set forth in
Section 303A.02 (b) of the NYSE listing standards is
referred to herein as an “Independent Director”. The
Board has determined that the following members of the Board are
Independent Directors: Ronald W. Allen, Douglas A. Hacker, John
Z. Kukral and Ronald L. Merriman. In making this determination,
our Board considered all relevant facts and circumstances, as
required by applicable NYSE listing standards.
The NYSE rules require that the Board consist of a majority of
“independent directors” and that the
nominating/corporate governance committee, the compensation
committee and the audit committee of the Board consist entirely
of “independent directors.” Under NYSE listing
standards, whether a director is an “independent
director” is a subjective determination to be made by the
Board, and a director of Aircastle only qualifies as
“independent” if the Board affirmatively determines
that the director has no material relationship with Aircastle
(either directly or as a partner, shareholder or officer of an
organization that has a relationship with Aircastle). While the
test for independence is a subjective one, the NYSE rules also
contain objective criteria that preclude directors from being
considered independent in certain situations.
Specifically, persons meeting the following objective criteria
are deemed to be not independent:
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Ownership of a significant amount of Common Shares, by itself,
does not constitute a material relationship.
The Board has not established additional guidelines to assist it
in determining whether a director has a material relationship
with Aircastle under NYSE rules, but instead evaluates each
director or nominee for director under the tests set forth by
the NYSE and through a broad consideration and evaluation of all
relevant facts and circumstances. The Board, when assessing the
materiality of a director’s relationship with Aircastle,
also considers the issue not merely from the standpoint of the
director, but also from that of persons or organizations with
which the director has an affiliation.
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