Air Lease (AL) Proxy Filing summary

Executive summary

• As of Dec. 31, 2024, assets totaled $32.2B, owned and managed fleet was 549 aircraft, and 269 aircraft were on order; the customer base spanned 116 airlines in 58 countries.

• 4Q 2024 aircraft utilization was 100%; average owned-fleet age was 4.6 years, and available liquidity was $8.1B at year-end.

• 2024 performance included record total revenue and an annual cash-bonus company performance factor of 114%, despite high interest rates and continuing OEM delivery delays.

Board of directors and corporate governance

• Executive Chairman Steven Udvar-Házy announced retirement from his executive role effective May 2, 2025; if reelected, he plans to chair the Board until the 2026 Annual Meeting and is expected to leave the Board then.

• All directors except the Executive Chairman and CEO are independent; standing committees are fully independent, directors are elected annually, and director elections use a majority-vote standard with mandatory resignation if not elected.

• Governance practices include annual Board and committee evaluations, succession planning, independent lead director, stock-ownership guidelines, and a compensation clawback policy compliant with NYSE standards.

• Board diversity efforts include a Rooney Rule requiring minority and female candidates in director-nominee pools; average independent-director tenure is 8.9 years.

Executive compensation and say-on-pay

• 2024 annual incentives weighted financial metrics at 80%—revenue and adjusted pretax income at 40% each—and strategic objectives at 20%; financial weighting rose from 70% in 2023.

• Long-term awards use book value (50%), relative TSR (25%), and time-based RSUs (25%); performance awards cliff-vest after three years, while time-based RSUs vest ratably over three years.

• After lower say-on-pay support in 2023, engagement reached over 70% of shareholders; 2024 targets were raised above 2023 actual results and above-target payout hurdles increased.

• 2024 per-share book value of $59.55 produced 116% vesting for 2022 book-value RSUs; three-year TSR was 19.8%, at the 55th percentile of the S&P 400 MidCap Index, producing 100% vesting for 2022 TSR RSUs.

• Udvar-Házy’s retirement terms include two years of $1.8M salary and health coverage, a $5.6M cash payment over two years, a prorated 2025 bonus, continued RSU vesting under specified terms, and a six-month non-compete after Board service.