DEF 14A

Demonstrated Responsiveness to Stockholder Feedback

Changes that Support Stronger Executive Pay with Company Performance Alignment

Changed our Executive Chairman’s Annual Bonus. Since 2018, we have structured our Executive Chairman’s annual bonus so that in lieu of cash he is granted a stock bonus award in the form of RSUs on the date the dollar amount of his annual bonus is determined. These RSUs cliff vest on the second anniversary of the date of grant. The number of RSUs is equal to the dollar amount of his cash bonus in the applicable fiscal year divided by the closing price of our Class A Common Stock on the date of grant. We believe denominating our Executive Chairman’s annual bonus in stock instead of cash and requiring an extended vesting period further aligns our Executive Chairman’s compensation with stockholders’ long-term interests.

As a result of this change in bonus structure, the only cash compensation paid to our Executive Chairman in the last four years was his base salary.

Returned to our Pre-COVID Long-Term Incentive Award Structure. We structured our 2022 long-term incentive awards to return to our historical long-term equity incentive award structure that was in place prior to 2021. As a result, the relative split between performance and time-based awards for 2022 consists of 50% Book Value RSUs, 25% TSR RSUs and 25% time-based RSUs. Time-based RSUs vest ratably each year over three years, while Book Value RSUs and TSR RSUs cliff vest at the end of three years.

All performance-based long-term incentive awards have three-year performance periods where performance is measured at the end of year three.

Added First ESG Metrics to our Strategic Performance Metrics for our Annual Bonus Opportunity. For our 2022 annual bonus program, our leadership development and compensation committee added new strategic metrics, including our first ESG metrics, to our strategic performance objectives.

We believe including our first ESG performance metrics in our annual bonus plan structure will help drive accountability for progress on our human capital and sustainability goals.

DEF 14A 1 d252853ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Air Lease Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

(310) 553-0555

March 18, 2022

Dear Fellow Stockholder:

Your officers and directors join me in inviting you to attend the 2022 Annual Meeting of Stockholders at 7:30 a.m. Pacific Time, on Wednesday, May 4, 2022. Due to the ongoing COVID-19 pandemic, we have determined that the Annual Meeting will be held online in a virtual only meeting format via a live audio webcast at www.cesonlineservices.com/al22_vm. There will not be a physical location for the Annual Meeting. Stockholders may only participate online and must pre-register to attend.

If you plan to attend the virtual meeting, you will need to pre-register at www.cesonlineservices.com/al22_vm by 7:30 am Pacific time on Tuesday, May 3, 2022. To pre-register for the Annual Meeting, please follow the instructions provided under “Other Matters – General Information – How do I pre-register to attend the Annual Meeting?” found in the accompanying Proxy Statement. Once registered, you will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting via live online webcast by visiting www.cesonlineservices.com/al22_vm.

The expected items of business for the Annual Meeting are described in detail in the attached Notice of 2022 Annual Meeting of Stockholders and Proxy Statement.

We look forward to your participation on May 4th. We encourage you to submit your vote as soon as possible, whether or not you expect to attend the Annual Meeting. Your vote is very important to us.

Sincerely,

LOGO

Steven F. Udvar-Házy

Executive Chairman of the Board

LOGO

Notice of 2022 Annual Meeting of Stockholders


Time and Date:	7:30 a.m., Pacific Time, on Wednesday, May 4, 2022

Location:	www.cesonlineservices.com/al22_vm

Agenda:	(1)	Elect nine directors, each to serve for a one-year term;

	(2)	Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2022;

	(3)	Advisory vote to approve named executive officer compensation; and

	(4)	Act upon such other matters as may properly come before the meeting or any postponement or adjournment.

Record Date:	You can vote at the meeting and at any postponement or adjournment of the meeting if you were a stockholder of record as of the close of business on March 8, 2022. A list of all stockholders entitled to vote at the meeting will be available for examination at our principal executive offices at 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067, for 10 days before the meeting, and during the meeting, such list will be available to registered stockholders as a link on the meeting platform.

Voting:	Please vote as soon as possible, even if you plan to attend the meeting, to ensure that your shares will be represented. You do not need to attend the meeting to vote if you vote your shares before the meeting. If you are a record holder, you may vote your shares by mail, telephone or the Internet. If your shares are held by a broker, bank or other nominee, you must follow the instructions provided by your broker, bank or other nominee to vote your shares. To vote at the Annual Meeting, you must pre-register at www.cesonlineservices.com/al22_vm by 7:30 a.m. Pacific time on Tuesday, May 3, 2022. See additional instructions in section “Other Matters – General Information – How do I vote in the Annual Meeting webcast?” found in the accompanying Proxy Statement.

Annual Report:	Copies of our 2021 Annual Report to Stockholders (the “Annual Report”), including our 2021 Annual Report on Form 10-K, are being made available to stockholders concurrently with the accompanying proxy statement. We anticipate that these materials will first be made available to stockholders on or about March 24, 2022. You may also access our 2021 Annual Report on Form 10-K, which we have filed with the Securities and Exchange Commission, on the investor section of our website at http://www.airleasecorp.com. The other information on our website does not constitute part of this Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to be Held on May 4, 2022: Our Proxy Statement and Annual Report are available online at http://www.proxyvote.com.

By Order of the Board of Directors,

Carol H. Forsyte

Executive Vice President, General Counsel, Corporate

Secretary and Chief Compliance Officer

Los Angeles, California

March 18, 2022

Table of Contents


	Page
PROXY STATEMENT SUMMARY		i
Proposals to be Voted On		i
2021 Financial and Business Highlights		ii
Environmental Highlights		iv
Social Highlights		v
Corporate Governance Highlights		vi
Director Nominees		vii
Board Composition		viii
Executive Compensation Highlights		ix
OUR BOARD OF DIRECTORS		1
Members and Meetings of the Board of Directors		1
Director Independence		1
Board of Directors’ Leadership		2
Corporate Governance Guidelines		3
Executive Sessions of Non-Employee Directors		3
Committees of the Board of Directors		3
The Board and Committee Annual Self-Evaluation		7
Consideration of Director Candidates		8
Communications with the Board of Directors		9
BOARD OF DIRECTORS’ ROLE IN THE OVERSIGHT OF THE COMPANY’S GOVERNANCE PRACTICES		10
The Board of Directors’ Role in Risk Oversight		10
The Board of Directors’ Role in Governance Oversight		10
The Board of Directors’ Role in Leadership Development and Succession Planning		11
The Board of Directors’ Role in Environmental Oversight		11
Certain Relationships and Related Person Transactions		12
BOARD COMPENSATION AND STOCK OWNERSHIP		13
Director Compensation		13
Director Compensation Summary		15
Director Stock Ownership Guidelines		16
ITEMS OF BUSINESS		17
Proposal 1: Election of Directors		17
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm		27
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation		28
LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE LETTER		29
EXECUTIVE COMPENSATION		30
Compensation Discussion and Analysis		30
Executive Compensation Program		35
Compensation Committee Report		53
Executive Compensation Tables		54
Employment Agreements and Arrangements and Potential Payments upon Termination or Change in Control		59
2021 CEO Pay Ratio		70


	Page
AUDIT-RELATED MATTERS		71
Audit Committee Report		71
Independent Auditor Fees and Services		71
Auditor Services Pre-Approval Policy		72
OTHER MATTERS		73
General Information		73
Ownership of Air Lease Corporation Class A Common Stock		78
Stockholder Proposals and Director Nominations for our 2023 Annual Meeting of Stockholders		81
Householding of Proxy Materials		81

FORWARD-LOOKING STATEMENTS

Statements in this proxy statement, including the documents that are incorporated by reference, that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are based on our current intent, belief and expectations. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements. Words such as “can,” “could,” “may,” “predicts,” “potential,” “will,” “projects,” “continuing,” “ongoing,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and “should,” and variations of these words and similar expressions, are used in many cases to identify these forward-looking statements. Accordingly, these statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed in such statements. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of the factors discussed in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K, and elsewhere in this proxy statement and the documents that are incorporated by reference in this proxy statement, including the following factors, among others: the impact of the COVID-19 pandemic and measures taken to contain its spread on our business, results of operation and financial condition; our inability to obtain additional capital on favorable terms, or at all, to acquire aircraft, service our debt obligations and refinance maturing debt obligations; increases in our cost of borrowing or changes in interest rates; our inability to generate sufficient returns on our aircraft investments through strategic acquisition and profitable leasing; the failure of an aircraft or engine manufacturers to meet its delivery obligations to us, including or as a result of technical or other difficulties with aircraft before or after delivery; obsolescence of, or changes in overall demand for, our aircraft; changes in the value of, and lease rates for, our aircraft, including as a result of aircraft oversupply, manufacturer production levels, our lessees’ failure to maintain our aircraft, and other factors outside of our control; impaired financial condition and liquidity of our lessees, including due to lessee defaults and reorganizations, bankruptcies or similar proceedings; increased competition from other aircraft lessors; the failure by our lessees to adequately insure our aircraft or fulfill their contractual indemnity obligations to us; increased sanctions, tariffs and other restrictions on trade; changes in the regulatory environment, including changes in tax laws and environmental regulations; other events affecting our business or the business of our lessees and aircraft manufacturers or their suppliers that are beyond our or their control, such as the threat or realization of epidemic diseases in addition to COVID-19, natural disasters, terrorist attacks, war or armed hostilities between countries or non-state actors; and any additional factors discussed under “Part I — Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2021 and other SEC filings, including future SEC filings.

All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from our expectations. You are therefore cautioned not to place undue reliance on such statements. Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout the documents incorporated by reference in this proxy statement. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement and our Annual Report on Form 10-K before voting. We anticipate that these materials will first be made available to stockholders on or about March 24, 2022.

References throughout this Proxy Statement to “Air Lease Corporation,” “we,” “us,” and “our” refer to Air Lease Corporation and its subsidiaries, unless the context indicates otherwise.

Proposals to be Voted On


Proposal		For More Information	Board Recommendation
Proposal 1: Election of Nine Director Nominees		See pages 17 to 26	✓ FOR Each Director Nominee
Matthew J. Hart Yvette Hollingsworth Clark Cheryl Gordon Krongard Marshall O. Larsen Susan McCaw	Robert A. Milton John L. Plueger Ian M. Saines Steven F. Udvar-Házy	See pages 17 to 26
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm		See page 27	✓ FOR
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation		See page 28	✓ FOR

i | Air Lease Corporation | 2022 Proxy Statement

2021 Financial and Business Highlights

Air Lease Corporation had several key accomplishments in 2021. Our total assets reached a record level of $27 billion and our total revenues reached $2.1 billion, which was the highest in our company’s history. The lease utilization rate for our owned fleet of 382 aircraft was 99.8% for 2021. Our orderbook of new, fuel-efficient commercial aircraft is 99% placed for aircraft delivering through the end of 2023, and we ended 2021 with $30.9 billion in committed minimum future rental payments. During the year, we issued $3.7 billion in aggregate principal amount of senior unsecured notes with a weighted average interest rate of 1.27%, the lowest in our company’s history, and we ended the year with $7.9 billion in liquidity.

LOGO

Highlights for the year ended December 31, 2021 Assets $27.0 billion Revenues $2.1 billion Aircraft 905 owned, managed & on order Order Book Placements 99% through 2023 on long-term lease Committed Minimum Future Rental Payments $30.9 billion Pre-Tax Profit Margin 25.9% Lease Utilization Rate 99.8% Debt to Equity 2.4x Liquidity $7.9 billion Composite Cost of Funds 2.79%

Lease utilization rate is calculated based on the number of days each aircraft was subject to a lease or letter of intent during the period, weighted by the net book value of the aircraft.

Aircraft Activity. During the year ended December 31, 2021, we purchased and took delivery of 53 aircraft from our new order pipeline and sold three aircraft, ending the period with a total of 382 aircraft in our owned aircraft portfolio. The weighted average age of our fleet was 4.4 years, and the weighted average lease term remaining was 7.2 years as of December 31, 2021. The net book value of our fleet grew by 12.4%, to $22.9 billion as of December 31, 2021 compared to $20.4 billion as of December 31, 2020. Our managed fleet increased to 92 aircraft as of December 31, 2021 as compared to 81 as of December 31, 2020. We have a globally diversified customer base comprised of 118 airlines in 60 countries as of December 31,

2022 Proxy Statement | Air Lease Corporation | ii

2021. As of February 17, 2022, all aircraft in our fleet, except for one aircraft, were subject to lease agreements or letters of intent and our lease utilization rate for 2021 was 99.8%.

Aircraft Orders. On December 20, 2021, we increased our orderbook by entering into agreements with Airbus to purchase 116 aircraft, including 59 A321neos, 25 A220-300s, 20 A321XLRs, seven A350Fs and five A330-900s. Deliveries of the aircraft are scheduled to commence in 2023 and continue through 2028. This represented the largest individual order for new aircraft in our Company’s history. Also, in February 2022, we agreed to purchase 50 737 MAX aircraft, which consisted of 32 incremental 737 MAX aircraft and 18 737 MAX aircraft resulting from the conversion of three 787 aircraft from our existing orderbook. Deliveries of the aircraft are scheduled to commence in 2024 and continue through 2026. The additional 32 737 MAX aircraft are pursuant to a memorandum of understanding and are subject to the negotiation of a definitive purchase agreement.

New Aircraft Pipeline. As of December 31, 2021, we had commitments to purchase 431 aircraft from Boeing and Airbus for delivery through 2028 with an estimated aggregate commitment of $27.7 billion (giving effect to our conversion of three Boeing 787 aircraft to 18 737 MAX aircraft in February 2022). We have placed approximately 99% of our committed orderbook on long-term leases for aircraft delivering through the end of 2023 and have placed 58% of our entire orderbook. We ended 2021 with $30.9 billion in committed minimum future rental payments, consisting of $14.8 billion in contracted minimum rental payments on the aircraft in our existing fleet and $16.1 billion in minimum future rental payments related to aircraft which will deliver between 2022 through 2025.

Financing. In 2021, we issued $3.7 billion in aggregate principal amount of senior unsecured notes with maturities ranging from 2022 to 2028 with a weighted average interest rate of 1.27%. In addition, we ended 2021 with an aggregate borrowing capacity under our revolving credit facility of $6.8 billion and total liquidity of $7.9 billion. We had total debt outstanding of $17.2 billion, of which 94.8% was at a fixed rate and 99.2% of which was unsecured. As of December 31, 2021, our composite cost of funds was 2.79%.

Financial Highlights. Our total revenues for the year ended December 31, 2021 increased by 3.6% to $2.1 billion as compared to 2020. The increase in total revenues was primarily driven by the continued growth in our fleet, an increase in our cash collections from our lessees as well as an increase in our aircraft sales, trading and other activity, partially offset by the impact of cash basis accounting and lease restructurings. The impact of cash basis accounting and lease restructurings for the year ended December 31, 2021 resulted in a decrease in revenue of $72.7 million and $132.5 million, respectively. During the year ended December 31, 2021, our net income available to common stockholders was $408.2 million compared to $500.9 million for the year ended December 31, 2020. Our diluted earnings per share for the full year 2021 was $3.57 compared to $4.39 for the full year 2020. Despite the growth of our fleet, our net income available to common stockholders and diluted earnings per share decreased due to the impact of lease restructurings and cash basis accounting.

Return of Capital. On November 3, 2021, our Board of Directors approved an increase in our quarterly cash dividend on our Class A Common Stock by approximately 16%, from $0.16 per share to $0.185 per share. This dividend, paid on January 5, 2022, marked our 36th consecutive dividend since we declared our first dividend in 2013, and our ninth consecutive annual dividend increase over that time. In addition, our Board of Directors approved a new share repurchase program, which authorized repurchase of up to $150.0 million of the Company’s Class A common stock through September 30, 2022.

Productivity. As of December 31, 2021, we had 129 employees and $27.0 billion of total assets. Per employee, our revenue and net income available to common stockholders for the year ended December 31, 2021 was approximately $16.2 million and $3.2 million, respectively.

For a comprehensive discussion of our financial results, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on February 17, 2022 and is available at http://www.airleasecorp.com/investors.

iii | Air Lease Corporation | 2022 Proxy Statement

Environmental Highlights

Since our inception in 2010, we have been dedicated to growing our business responsibly as we serve our airline customers. Our core strategy is to work with our airline customers to replace their older aircraft with the most modern, fuel-efficient aircraft available.

•

As of December 31, 2021, our owned fleet of 382 aircraft had a weighted average age of 4.4 years, making it 7.3 years younger than the average of the world’s fleet of commercial passenger aircraft.

•

As of December 31, 2021 our orderbook was comprised of 431 of the most environmentally friendly commercial passenger aircraft available (giving effect to our conversion of three Boeing 787 aircraft to 18 737 MAX aircraft in February 2022).

•

The new aircraft we have on order from the manufacturers are generally 20% to 30% more fuel-efficient than those they will replace, as shown in the chart below, and have a significantly smaller noise footprint.

LOGO

Source: Boeing & Airbus. 2020 Aircraft comparisons: A220-300 compared to A319ceo. A320neo compared to A320ceo. A321neo compared to A321ceo. A330-900neo compared to B767-300ER. A350-900 compared to B777-200ER. A350-1000 compared to B777-300ER. 737 compared to 737NG (no winglet). 787 compared to 767-300ER. 737-8 is 20% lower and 737-9 is 21% lower. 787-9 is 31% lower and 787-10 is 35% lower. A320neo is 20% lower, A321neo is 22% lower. A350-900 and A350-1000 both 25% lower.

•

Our headquarters in Los Angeles are located in a LEED GOLD certified building.

2022 Proxy Statement | Air Lease Corporation | iv

Social Highlights

We are committed to operating with the highest standard for social responsibility. As such, we strive to cultivate an environment where all our employees can succeed. We seek out partners that uphold these ethical standards, and we aim to support the communities in which we do business and educational and charitable organizations within the aviation industry.

•

We provide a comprehensive benefits package benchmarked in the 90th percentile of coverage for similarly sized companies. Our benefits package includes various employee assistance programs that provide wellness benefits.

•

We offer competitive compensation to our employees. All of our U.S. employees and, to the extent practicable, non-U.S. employees, are eligible to participate in our long-term stock-based incentive plan.

•

We are building a diverse organization that respects different backgrounds and experiences. As of December 31, 2021, more than 30% of our employees were multicultural and over 50% were female.

•

We have codes and policies in place which outline expectations for our employees and the companies with which we do business, such as a Code of Business Conduct and Ethics, Supplier Code of Conduct and Human Rights Policy.

•

We support and pay for training and education programs that provide continual improvement for our employees, including continuing education, leasing seminars, and conferences related to the employee’s role in the Company.

•

We require all employees to participate in our training programs, including anti-harassment, compliance and cybersecurity.

•

We require all employees to participate in training focused on promoting equity in the workplace.

•

We support various charitable causes with both financial and human resources to advance aviation, education and humanitarian assistance.

•

As of December 31, 2021, we had aircraft in our owned fleet leased to customers across 30 countries considered emerging markets and developing economies.

v | Air Lease Corporation | 2022 Proxy Statement

Corporate Governance Highlights

We maintain governance practices that we believe establish meaningful accountability for our company and our Board, including:

•

All Directors except Executive Chairman and Chief Executive Officer are Independent

•

All Standing Board Committees Comprised Entirely of Independent Directors

•

Independent Lead Director with Clearly Defined Role and Responsibilities

•

Commitment to Board Refreshment with Two New Directors in Last Three Years

•

Commitment to Board Diversity with Three Female Directors, One of Whom is from an Underrepresented Community

•

Requirement to Actively Include Women and Individuals From Minority Groups in the Pool of Potential Director Candidates

•

Average Independent Director Tenure of 7.8 Years

•

Majority Vote Standard for Director Elections With Mandatory Director Resignation if Not Elected

•

All Directors Elected on an Annual Basis

•

Annual Board and Committee Evaluations

•

All Audit Committee Members are Financial Experts

•

Focus on Critical Risk Oversight Role

•

Ongoing Board Succession Planning—Management and Board Dialogue to Ensure Successful Oversight of Succession Planning

•

Active Board Oversight of the Company’s Governance

•

Robust Director and Executive Officer Stock Ownership Guidelines

•

Prohibition on Short Sales, Transactions in Derivatives and Hedging of Company Stock by Directors and all Employees

•

Prohibition on Pledging of Company Stock by Directors and Executive Officers

•

Clawback Policy for Executive Compensation

•

All Independent Directors are Invited to Attend Meetings of Committees they are not Members of and Regularly Attend those Meetings

2022 Proxy Statement | Air Lease Corporation | vi

Director Nominees

Name

Age

Director

Since

Independent

Committee Memberships

Other Public
Boards

Audit

Nominating
and
Corporate
Governance

Leadership
Development
and
Compensation

Matthew J. Hart

Retired President & COO, Hilton Hotels Corporation

2010

✓

●

American
Airlines Group,
Inc.

American
Homes 4 Rent

Yvette Hollingsworth Clark

Senior Director, Trust – Global Head of Compliance at Google LLC

2021

✓

●

Cheryl Gordon Krongard

Retired Senior Partner, Apollo Management

2013

✓

●

Xerox Holdings
Corporation

Marshall O. Larsen

Retired Chairman, President & CEO, Goodrich Corporation

2014

✓

●

Becton,
Dickinson and
Company

Raytheon

Technologies

Susan McCaw

President of SRM Capital Investments

2019

✓

●

Lionsgate
Entertainment
Corp.

Robert A. Milton

Retired Chairman & CEO, ACE Aviation Holdings and Air Canada

2010

✓

●

Cathay Pacific
Airways Limited

Breeze Aviation
Group, Inc.

John L. Plueger

CEO & President, Air Lease Corporation

2010

Spirit
AeroSystems
Holdings

Ian M. Saines

Former Chief Executive, Funds Management Challenger Limited

2010

✓

●

Steven F. Udvar-Házy

Executive Chairman, Air Lease Corporation

2010

SkyWest Inc.

● Member ● Chair

vii | Air Lease Corporation | 2022 Proxy Statement

Board Composition

Board Snapshot

2022 Proxy Statement | Air Lease Corporation | viii

Director Nominee Skills and Experience

Our nine Director Nominees are highly experienced and possess the necessary skills and balance of perspectives to oversee our unique business. Set forth below is a summary of the Board’s collective qualifications, experiences, and backgrounds. More detailed information is provided in each director nominee’s biographical information beginning on page 17.

LOGO

Executive Compensation Highlights

Compensation Philosophy

Our executive compensation program is designed to attract, retain and motivate the highest caliber executives in the aircraft leasing industry by offering a comprehensive compensation program that is attractive enough to entice and retain successful senior executives. We also believe it is important that our compensation program attracts the highly talented executive who is experienced and capable of managing our aircraft fleet with a small team to help drive our profitability.

At the end of 2021, we had total revenues of $2.1 billion and we had 129 employees, resulting in 2021 revenue per employee of approximately $16.2 million and total compensation expense representing 4.4% of revenues. We believe that the ratio of employees to total revenue and total compensation as a percentage of revenues compares favorably to other companies in capital-intensive businesses.

Pay-for-Performance Philosophy

Our executive compensation program is also designed to reward our executives for contributing to the achievement of our annual and long-term objectives. We set robust goals to align performance-based compensation with the creation of long-term value for our stockholders. In 2021, our annual bonus plan continued to be 100% performance-based, but we made some adjustments to the structure of our program to reflect the challenges the Company faced in forecasting its performance in light of the ongoing COVID-19 pandemic, including adding a performance measure tied to our lease utilization rate at the end of 2021 with a weighting of 20%. For 2021, we also increased the percentage of time-based RSUs and decreased the percentage of performance-based Book Value RSUs in our long-term incentive plan, each by 10%. As a result, 65% of each Named Executive Officer’s 2021 regular annual equity awards were subject to performance-based vesting requirements.

ix | Air Lease Corporation | 2022 Proxy Statement

We also believe that our directors’ and employees’ ownership of our stock is critical to alignment with our stockholders. Our employees and independent directors collectively own approximately 7% of the Company’s outstanding Class A Common Stock as of March 8, 2022.

Compensation Governance

Our leadership development and compensation committee regularly reviews our compensation governance practices to ensure we are incentivizing hard work and high performance while also managing risk. Highlights of our executive compensation program include:

What We Do:

✓

Pay for Performance

✓

Double-Trigger Change in Control Provisions

✓

Provide moderate and reasonable severance benefits no greater than three times base salary and target annual bonus

✓

Manage the use of equity incentives conservatively with a net equity burn rate over the last year of less than 1%

✓

Tally Sheets

✓

Robust Stock Ownership Guidelines for Directors and Executive Officers

✓

Mitigate Undue Risk

✓

Independent Compensation Consultant

✓

Annual Compensation Analysis Against Custom Benchmark Group

✓

Clawback Policy

✓

Annual “Say-on-Pay”

✓

Robust Stockholder Engagement Program

What We Don’t Do:

Hedging and Pledging

Tax Gross-Ups (except in connection with foreign assignments)

Dividend or Dividend Equivalents on Unvested Equity Awards

Re-Price Stock Options

Pension Benefits (other than 401(k))

Employment Agreements (except in connection with foreign assignments)

Equity awards with less than 1-year vesting

Stock Option Awards to NEOs

Extensive Stockholder Engagement and Demonstrated Responsiveness

To better understand our investors’ perspectives regarding our executive compensation program as well as a variety of corporate governance and environmental, social and governance (“ESG”) topics, we engage with our investors throughout the year via individual or group meetings at industry and bank conferences, as well as through our investor relations team. This engagement helps us better understand shareholder priorities and perspectives, gives us an opportunity to elaborate upon our initiatives with relevant experts, and fosters constructive dialogue. We take feedback and insights from our engagement with investors into consideration as we review and evolve our practices and disclosures, and further share them with our Board of Directors as appropriate. After issuing our proxy statement in March 2021, we engaged with holders of approximately 50% of outstanding shares of our Class A Common Stock (none of whom were our employees or directors). We continued our outreach during 2021 and early 2022. The leadership development and compensation committee and our Board of Directors considered our stockholders’ views when making decisions about changes to our 2022 compensation program and ESG initiatives.

2022 Proxy Statement | Air Lease Corporation | x

Over the last several years we enhanced our executive compensation program in response to evolving compensation practices and feedback from our stockholder engagement efforts, specifically by making the following responsive changes:

xi | Air Lease Corporation | 2022 Proxy Statement


*Changes that Support Additional Information Requests about ESG Topics*
	✓	Published our Second Annual Corporate Social Responsibility Report. In 2021, we published our second annual Corporate Social Responsibility Report to better inform the Company’s stakeholders about our actions and strategies involving various ESG topics. The CSR Report expanded on topics we addressed in our inaugural report, including our efforts to assist our airline customers as they work to achieve their sustainability goals, such as reducing their carbon footprint, and our efforts and accomplishments in creating and supporting a diverse and inclusive workplace, and diversifying our Board of Directors. It also provides a large amount of new information about our priorities regarding many environmental, social and governance topics. By annually publishing a CSR Report, we are better able to provide our stakeholders with information about our commitment to environmental, social and governance matters and more effectively engage on these topics in our outreach and interactions with stakeholders as we continue to evolve the program.
	✓	Enhanced Focus on Climate-Related Risks and Opportunities. Our core strategy is helping our airline customers modernize their fleets through our fleet planning services and our portfolio of aircraft that are generally 20-30% more fuel-efficient and have a significantly smaller noise footprint than the aircraft they will replace. Our dedicated ESG committee regularly discusses how we can best address and move forward our priorities related to environmental sustainability, and we have included this topic as a reporting item at each of our regularly scheduled Board of Directors meetings. By engaging more frequently with our Board of Directors about climate-related risks and opportunities, we benefit from their experiences and views on these critical issues.

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LOGO

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

(310) 553-0555

Proxy Statement for the 2022 Annual Meeting of

Stockholders

Our Board of Directors

Members and Meetings of the Board of Directors

The Board of Directors (the “Board of Directors’) of Air Lease Corporation (“we,” “our,” “us,” or the “Company”) is currently composed of nine members: Matthew J. Hart, Yvette Hollingsworth Clark, Cheryl Gordon Krongard, Marshall O. Larsen, Susan McCaw, Robert A. Milton, John L. Plueger, Ian M. Saines, and Steven F. Udvar-Házy. Our directors serve for one-year terms until the next annual meeting of stockholders, and until their respective successors are duly elected and qualified or until his or her resignation or removal. Certain information regarding our directors is set forth below in Proposal 1: Election of Directors.

Our Board of Directors held six meetings in 2021. Each of the director nominees standing for election at the Annual Meeting attended 100% of the meetings of the Board of Directors and the committees of the Board of Directors on which he or she served in 2021 during the period of the director’s service during the year. We expect, but do not require, our directors to attend the annual meeting of stockholders each year. All director nominees attended the 2021 annual meeting with the exception of Ms. Hollingsworth Clark, who was appointed to the Board of Directors after the 2021 annual meeting.

Director Independence

Under the corporate governance rules of the New York Stock Exchange (the “NYSE”), a majority of the members of the Board of Directors must satisfy the NYSE criteria for “independence.” No director qualifies as independent unless the Board of Directors affirmatively determines that he or she has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. The Board of Directors has determined that seven of our nine current directors, Mr. Hart, Ms. Hollingsworth Clark, Ms. Krongard, Mr. Larsen, Ms. McCaw, Mr. Milton and Mr. Saines were independent in accordance with NYSE rules during the periods in 2021 and 2022 that such directors served on the Board of Directors. Messrs. Udvar-Házy and Plueger are not independent because they are employees of the Company.

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Board of Directors’ Leadership

The Board of Directors currently has no firm policy as to whether the roles of Chairman of the Board of Directors and Chief Executive Officer should be combined or separate. Instead, our Board of Directors believes that our leadership structure should be considered in the context of our Company’s circumstances at any given time, including company culture, strategic objectives and any challenges we may be facing. Therefore, our Board of Directors evaluates its leadership structure annually to ensure that the most optimal structure is in place for our Company’s needs, which may evolve over time.

Our Corporate Governance Guidelines provide that in the event that the Chairman of the Board of Directors is not an independent director, the nominating and corporate governance committee may designate an independent director to serve as “Lead Director,” who shall be approved by a majority of the independent directors. The Board of Directors believes having an independent Lead Director provides an appropriate balance between strong Company leadership and appropriate oversight by independent directors.

As part of our Board of Directors’ long-term succession plans for the Company, effective July 1, 2016, the Board established the separate executive position of Executive Chairman of the Board of Directors. Mr. Udvar-Házy, our founder and former Chief Executive Officer, now serves as the Executive Chairman of the Board of Directors, and in addition to his executive officer role, chairs the meetings of the Board of Directors and works closely with Robert A. Milton, our independent Lead Director. John L. Plueger, our Chief Executive Officer, also works closely with Mr. Milton in his role.

The role of the independent Lead Director helps ensure oversight by an active and involved independent Board of Directors, while Mr. Udvar-Házy’s continued engagement as Executive Chairman of the Board enables the Company and the Board of Directors to benefit from his deep knowledge, industry relationships, and operational experience.

Mr. Milton has been elected annually by the independent directors of the Board of Directors to serve as independent Lead Director since our initial public offering in 2011. In this role, Mr. Milton has the following responsibilities as set forth in our Corporate Governance Guidelines and as requested by the Board of Directors:

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chair meetings of the non-management or independent directors;

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call meetings of the non-management or independent directors, if deemed appropriate;

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provide input on the selection of any new director;

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lead the annual Board of Directors and committee self-evaluations;

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meet with any director who is not adequately performing his or her duties as a member of the Board or any committee;

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facilitate communications between other members of the Board and the Executive Chairman and/or Chief Executive Officer;

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work with the Executive Chairman in the preparation of the agenda for each meeting;

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work with the Executive Chairman in determining the need for special meetings;

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otherwise consult with the Executive Chairman and/or the Chief Executive Officer on matters of governance and Board performance;

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report the results of the annual performance evaluation of the Executive Chairman and the Chief Executive Officer, to each individual; and

•

be available, as appropriate, for consultations and direct communication with stockholders.

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Mr. Milton also serves on each committee of the Board. The Board of Directors believes that Mr. Milton’s extensive aviation industry experience, chief executive officer experience, as well as other board experience make him well suited to serve as its independent Lead Director.

The Board of Directors believes that the leadership structure with a strong independent Lead Director on the one hand, and knowledgeable and experienced Executive Chairman of the Board of Directors on the other, provides balance and is in the best interest of the Company.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines (the “Guidelines”) to assist it in the exercise of its duties and responsibilities and to serve the best interests of the Company and our stockholders. The Guidelines describe (i) the Lead Director’s and the Board of Directors’ responsibilities, (ii) the qualification criteria for serving as a director, including diversity considerations and over-boarding limits, (iii) the requirement that a director must offer to resign if the Board has determined that an actual conflict of interest arises with respect to the director which is not waived by the Board or such director fails to receive a majority vote at an annual meeting, (iv) the requirement that directors are subject to the Company’s Code of Business Conduct described below in the section captioned “The Board of Directors’ Role in Governance Oversight” and (v) the standards for the conduct of meetings and establishing and maintaining committees. In addition the Guidelines (i) confirm that the directors will have full and free access to officers and employees of the Company and have authority to retain independent advisors as necessary and appropriate in carrying out their activities, (ii) establish frameworks for director compensation, director orientation and continuing education, and an annual evaluation of the Board and its committees and of the Guidelines, (iii) charge the leadership development and compensation committee with oversight of management evaluation and succession, and (iv) detail the Company’s policies regarding confidentiality and communications between our Board of Directors and the press and media on matters pertaining to the Company and clarify our practices regarding communications to our Board of Directors by stockholders and other interested parties.

Our Board of Directors periodically reviews the Guidelines and makes amendments from time to time. For example, in 2021, our Board of Directors amended the Guidelines to, among other items, adopt a (i) “Rooney Rule” requirement to actively include women and minority candidates in the pool of qualified director candidates from which directors are to be selected and (ii) mandatory resignation policy for directors who fail to receive a majority vote at an annual meeting of stockholders. Any such resignation is subject to review and acceptance by the full Board of Directors.

Our Guidelines are available on our website at www.airleasecorp.com.

Executive Sessions of Non-Employee Directors

As part of the Board of Directors’ regularly scheduled meetings, the non-employee directors meet in executive session. Any non-employee director can request additional executive sessions. Mr. Milton, as lead independent director, schedules and chairs the executive sessions.

Committees of the Board of Directors

Our Board of Directors has three standing committees: an audit committee, a leadership development and compensation committee and a nominating and corporate governance committee. Our Board of Directors has determined that each of these committees is composed solely of independent directors under the applicable NYSE rules. Our Board of Directors has adopted a charter for each committee that is available on our website at www.airleasecorp.com.

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All of the independent members of the Board of Directors are invited to attend all committee meetings and it is the practice of the independent directors to attend the meetings of committees upon which they do not serve. The independent directors believe that their attendance at these meetings enhances their understanding of the business and permits them to more substantively contribute at the meetings of the full Board of Directors.



Audit Committee
Members Mr. Hart (Chair) Ms. Hollingsworth Clark Mr. Milton Mr. Saines All Independent/Financially Literate/Financial Experts⁽¹⁾		2021 Meetings • Held four meetings • 100% attendance
Responsibilities. The responsibilities of the audit committee include, but are not limited to, overseeing: • the integrity of the financial statements of the Company; • the independent registered public accounting firm’s qualifications and independence; • the performance of our internal audit function and independent registered public accounting firm; • our compliance with legal and regulatory requirements; • our accounting and system of internal controls; • our cybersecurity program; and • our overall policies and practices with respect to risk assessment and risk management.

(1)

Our Board of Directors has determined that each member of our audit committee is “financially literate” under applicable rules of the NYSE and is an “audit committee financial expert,” as defined under the rules and regulations of the Securities and Exchange Commission (“SEC”). In addition, each member of our audit committee also meets the enhanced independence requirements pursuant to Rule 10A-3(b)(i) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and NYSE rules for purposes of serving on an audit committee

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Nominating and Corporate Governance Committee
Members Mr. Milton (Chair) Mr. Hart Ms. Krongard Mr. Larsen All Independent		2021 Meetings • Held four meetings • 100% attendance
Responsibilities. Our nominating and corporate governance committee monitors the implementation of sound corporate governance principles, practices and risks and will, among other things: • identify individuals qualified to become a member of our Board and recommend to the Board of Directors candidates to be appointed to fill vacancies and newly created directorships consistent with criteria approved by the Board and as further described under the section captioned “Consideration of Director Candidates”; • periodically review and recommend changes, as appropriate, to our corporate governance documents; • review stockholder proposals submitted in accordance with our bylaws; • annually oversee the evaluation of the Board of Directors and its committees; and • review and approve all related person transactions in accordance with our Related Persons Transaction Policy.

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Leadership Development and Compensation Committee
Members Ms. Krongard (Chair) Ms. McCaw Mr. Larsen Mr. Milton All Independent⁽¹⁾		2021 Meetings • Held five meetings • 100% attendance
Responsibilities. The responsibilities of the leadership development and compensation committee include, but are not limited to: • overseeing our overall compensation structure, policies and programs; • reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and Executive Chairman, reviewing the performance of each such individual in light of those goals and objectives and recommending to the independent directors of the Board the compensation level for each such individual based on this evaluation; • reviewing and approving corporate goals and objectives relevant to the compensation of our other named executive officers, reviewing the performance of each such individual in light of those goals and objectives and determining the compensation level for each such individual based on this evaluation and the recommendation of our Chief Executive Officer and/or Executive Chairman; • administering, and make recommendations to the Board of Directors with respect to our incentive-compensation and equity-based compensation plans that are subject to Board approval; • reviewing and evaluating the Company’s programs and practices related to leadership development and human capital management, including periodically reviewing diversity and inclusion programs and practices and succession plans relating to positions held by executive officers and making recommendations to the Board regarding the selection of individuals to fill these positions; • at least annually reviewing the compensation (both cash and equity-based compensation) of non-employee directors for service on the Board and its committees and recommending any changes to the Board for approval; • broadly overseeing matters relating to the attraction, motivation, development and retention of employees; and • reviewing the risk exposure related to the areas of its responsibility.

(1)

Our Board of Directors has determined that each member of the leadership development and compensation committee satisfies the additional independence requirements specific to compensation committee membership under NYSE rules and qualifies as a “non-employee director” under SEC rules for purposes of serving on a compensation committee. In making this determination, the Board of Directors considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a member of the leadership development and compensation committee.

In fulfilling its responsibilities, the leadership development and compensation committee may delegate to management or to a subcommittee of the leadership development and compensation committee. The leadership development and compensation committee has delegated to the Company’s Executive Chairman and the Chief Executive Officer, each of whom is a member of the Board of Directors, the authority to make RSU grants in 2021 and 2022 to employees (other than executive vice presidents) on the same terms as grants made by the leadership development and compensation committee to

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executive officers, subject to a cap on both the aggregate number of RSUs approved for issuance by the leadership development and compensation committee and the dollar amount of any individual award.

The leadership development and compensation committee also oversees preparation of the compensation discussion and analysis to be included in our annual proxy statement, recommends to the Board of Directors whether to include the compensation discussion and analysis and provides an accompanying report to be included in our annual proxy statement. The committee also considers the results of the most recent stockholder advisory vote on executive compensation and to the extent the committee determines it appropriate to do so, takes such results into consideration in connection with its review and approval of executive officer compensation.

In accordance with the leadership development and compensation committee’s charter, the leadership development and compensation committee may retain independent compensation advisors and other management consultants. In 2021, the leadership development and compensation committee retained Exequity LLP (“Exequity”), a nationally recognized independent compensation consultant, to provide advice with respect to compensation decisions for the non-employee directors of our Board of Directors and our executive officers.

Compensation Committee Interlocks and Insider Participation

Each of Ms. Krongard, Ms. McCaw, Mr. Larsen and Mr. Milton served on the leadership development and compensation committee for all of 2021. None of the members of our leadership development and compensation committee has at any time been one of our officers or employees. None of our executive officers serves, or in the past year has served, as a member of the board of directors or the leadership development and compensation committee of any entity that has one or more executive officers who serve on our Board of Directors or leadership development and compensation committee.

The Board and Committee Annual Self-Evaluation

To ensure that the Board of Directors and each Board committee functions effectively, the nominating and corporate governance committee annually conducts a self-evaluation to identify and assess areas for improvement. The written assessment focuses on the Board composition and its role, the operation of the Board, the Board’s processes relating to the Company’s strategy, financial position and corporate governance and the function and effectiveness of the Board committees. The independent Lead Director leads the evaluation process which includes collecting the assessment feedback and conducting a one-on-one conversation with each director.

In connection with the one-on-one conversation with each director, the Lead Director asked the directors to discuss with him several additional questions on critical topics impacting the Company in 2021, including the challenges facing the Company because of the ongoing COVID-19 pandemic, climate change and environmental sustainability priorities and commitments, as well as diversity, equity and inclusion at the Board and employee levels.

The Lead Director discusses the results of the evaluations and feedback received with the non-employee directors in executive session at its February meeting each year, then shares the results with the employee directors and, as necessary, the Board implements resulting recommendations.

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Consideration of Director Candidates

Qualifications of Director Candidates

Our nominating and corporate governance committee is responsible for identifying and evaluating director candidates based on the perceived needs of the Board of Directors at the time. Our Board of Directors has established criteria for identifying and evaluating individuals qualified to become members of the Board of Directors, which it uses as a guideline in considering director nominations. The criteria, which are included in our Guidelines, include but are not limited to:

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The nominee’s reputation for integrity, honesty and adherence to high ethical standards.

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The nominee’s judgment and independence of thought, financial literacy, leadership experience and a fit of abilities and personality that helps build an effective, collegial, and responsive Board of Directors.

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The nominee’s demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company and willingness and ability to contribute positively to the decision-making process of the Company.

•

The nominee’s commitment to understand the Company and its industry, including its competitors.

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The absence of conflicting time commitments and the nominee’s commitment to regularly attend and participate in meetings of the Board and its committees.

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The nominee’s background, knowledge, education, experience, skills, age, and gender, ethnic and geographic diversity. The nominating and corporate governance committee will actively include, and will instruct any search firms utilized to include, women and racial and/or ethnic minority candidates in the pool of potential director candidates from which new directors are selected.

•

The nominee’s interest and ability to understand the sometimes conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, creditors and the general public, and to faithfully represent the interests of all stockholders.

•

The impact of the nominee’s appointment on overall Board of Directors balance, breath of experience, collective knowledge, perspective and ability.

The criteria established by the Board of Directors are not exhaustive and the nominating and corporate governance committee and the Board of Directors may consider other qualifications and attributes that they believe are appropriate in evaluating the ability of an individual to serve as a director. The nominating and corporate governance committee reviews and assesses the nomination criteria annually.

The nominating and corporate governance committee does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating director candidates, and a candidate’s background and personal experience, while important, does not necessarily outweigh other attributes or factors the nominating and corporate governance committee considers in evaluating candidates. However, the Board of Directors is committed to identifying candidates with gender, racial and/or ethnic diversity, and is committed to meeting the requirements under California law that the Company have three directors from an underrepresented community directors to continue to diversify our Board of Directors. We currently have one director from an underrepresented community.

Our nominating and corporate governance committee has not retained professional search firms to assist it in recruiting potential director candidates.

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Stockholder-Recommended Director Candidates

Any stockholder may recommend a director candidate for our nominating and corporate governance committee to consider by submitting the candidate’s name and qualifications to us in care of the Secretary at the address for our principal executive office listed on the cover page of this Proxy Statement.

Stockholders of record seeking to nominate candidates for election as directors at our annual meeting of stockholders (as opposed to making a recommendation to the nominating and corporate governance committee as described above) or to bring other business before our annual meeting of stockholders, may do so by providing timely notice of their intent in writing by the deadlines specified in our Fourth Amended and Restated Bylaws (the “Bylaws”). For more information, see the section below titled Stockholder Proposals and Director Nominations for our 2023 Annual Meeting of Stockholders.

Communications with the Board of Directors

Stockholders and any other interested parties who wish to communicate with the Board of Directors or an individual director, including our independent Lead Director or our independent directors as a group, or any Board committee or any chairperson of any Board committee, by either name or title, may send written communications care of the Corporate Secretary of the Company (the “Secretary”) at the address for our principal executive office listed on the cover page of this Proxy Statement. All such communications will be opened by the Secretary or his or her designee for the sole purpose of determining whether the contents represent a message to the Company’s directors. The Secretary will forward copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board or its committees or that he or she otherwise determines requires the attention of any member, group or committee of the Board. The Secretary will not forward junk mail, job inquiries, business solicitations, offensive or otherwise inappropriate materials.

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Board of Directors’ Role in the Oversight of the Company’s
Governance Practices

The Board of Directors’ Role in Risk Oversight

The Board of Directors has delegated to the audit committee primary responsibility for risk oversight. In accordance with its charter, the audit committee is responsible for monitoring the Company’s policies and practices with respect to risk assessment and risk management. This includes oversight of the Company’s cybersecurity program. Throughout the year at each quarterly meeting, the audit committee receives updates on the cybersecurity program, including in connection with program enhancements, audits of the program, and employee cybersecurity training. The audit committee periodically meets with our senior executives to discuss, among other things, material risks to our business. The audit committee also periodically meets with representatives of our independent registered public accounting firm. The Chair of the audit committee reports to the full Board of Directors regarding material risks as deemed appropriate.

The leadership development and compensation committee provides oversight with respect to risks that may arise from our compensation arrangements and policies. This is accomplished on an ongoing basis through the committee’s review and approval of specific arrangements and policies to ensure that they are consistent with our overall compensation philosophy and our business goals. The leadership development and compensation committee periodically discusses any compensation risk-related concerns with senior management and with its independent compensation consultant. The Chair of the committee will report to the full Board of Directors regarding any material risks as deemed appropriate. In view of this oversight and based on our ongoing assessment, we do not believe that our present employee compensation arrangements, plans, programs or policies are likely to have a material adverse effect on the Company.

The leadership development and compensation committee also provides oversight with respect to risks related to the Company’s leadership development and human capital management. This is accomplished through regular involvement by the committee in matters relating to the attraction, motivation, development and retention of employees.

The Board of Directors provides oversight of the risks related to environmental, social and governance (“ESG”) practices that are not addressed by the audit and leadership development and compensation committees, including environmental risks.

The Board of Directors believes that its governance structure supports the Board’s role in risk oversight. Independent directors chair each of the Board committees responsible for risk oversight. The Company has an independent Lead Director who facilitates communication between management and directors, and all directors are involved in the review of key enterprise risks.

The Board of Directors’ Role in Governance Oversight

The Board of Directors’ role in governance oversight is embedded in a broad range of its activities. Throughout this Proxy Statement, we highlight our governance practices, including the evolution of many of these practices. The Board of Directors regularly reviews developing governance practices and actively considers enhancements to our governance practices. Each year the Board of Directors has a separate meeting to discuss the business and competitive environment and evaluate the Company’s strategic goals and direction. Thereafter, the Board of Directors has ongoing discussions of these topics at its meetings.

The Board of Directors also exercises increased oversight as appropriate. For example, over the last several years, the Board of Directors has increased its oversight of ESG matters, leadership and human capital matters, and cybersecurity.

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Code of Business Conduct and Ethics

Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our directors, employees and officers. Among other things, the Code of Business Conduct and Ethics is intended to ensure fair and accurate financial reporting, to promote ethical conduct and compliance with applicable laws and regulations, to provide guidance with respect to the handling of ethical issues, to foster a culture of honesty and accountability and to deter wrongdoing. It also requires disclosure to us of any situation, transaction or relationship that may give rise to any actual or potential conflict of interest. Such conflicts must be avoided unless approved by our nominating and corporate governance committee. The Code of Business Conduct and Ethics prohibits our employees, officers and directors from taking, or directing a third party to take, a business opportunity that is discovered through the use of our property. We encourage all employees to report concerns or wrongdoing. A copy of our Code of Business Conduct and Ethics is available on our website at www.airleasecorp.com.

The Board of Directors’ Role in Leadership Development and Succession Planning

The Company’s leadership is comprised of a small number of talented individuals, with extensive industry experience, capable of managing a capital-intensive business responsibly to drive our profitability and growth. At the end of 2021, we had total assets of $27.0 billion and we had 129 employees. Our Board of Directors recognizes that the Company’s human capital management is critical to our success and is actively engaged on overseeing it.

The Board of Directors and the leadership development and compensation committee regularly engage with senior management, including human resources, on a broad range of human capital management matters. Engagement is focused on our culture, succession planning, compensation (including pay equity), benefits, talent development, talent recruiting and retention, and diversity and inclusion.

The leadership development and compensation committee is actively involved in reviewing and evaluating the Company’s programs and practices related to leadership development and human capital management, including reviewing succession plans relating to positions held by executive officers and making recommendations to the Board regarding the selection of individuals to fill these positions. In the most recent review of our succession planning in December 2021, all the independent directors participated.

Annually, our Chief Executive Officer and Executive Chairman report to the leadership development and compensation committee on succession planning for other senior executive positions. Our Board of Directors also maintains an emergency Chief Executive Officer succession plan which will become effective in the event our Chief Executive Officer becomes unable to perform his duties in order to minimize potential disruption to our business and operations.

The Board of Directors’ Role in Environmental Oversight

Since our inception, our strategy has been to invest in the most modern, fuel-efficient, new technology commercial aircraft. We believe focusing on these priorities aligns us with our airline customers’ need to replace ageing aircraft in their fleets with aircraft that offer reduced fuel consumption, emissions and noise. John Plueger, our CEO, leads our environmental sustainability efforts and reports regularly to the Board of Directors on these matters. Working collaboratively with key functions within the Company and our ESG Committee, our CEO and other senior-level executives assess and manage our climate-related risks. They regularly engage with our customers on environmental sustainability topics and concerns as well as with our suppliers, including Airbus and Boeing and the major aircraft engine manufacturers, to

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develop the next generation aircraft that reduce fuel consumption, emissions and noise, which we believe are vital to helping our industry achieve its sustainability goals over time. They also participate in industry events to highlight the importance of the aviation industry’s sustainability efforts and need for industry-wide improvement.

Environmental sustainability is an increasing focus of the investor community and our stakeholders. During 2021 we published our second annual Corporate Social Responsibility Report on our website. We continue to discuss ESG matters with our stakeholders, including environmental sustainability and, in part based on feedback we received in 2021, have engaged with third parties to take inventory of our Scope 1 and Scope 2 emissions.

In addition to engagement with our stakeholders, our Board of Directors actively oversees our climate-related risks and opportunities, which are now included as an agenda item at every quarterly Board of Directors meeting, with a more focused environmental risk review at our annual Board of Directors strategy session.

Our ESG Committee is comprised of our CEO, who leads it, our chief financial officer, general counsel, a senior member of our marketing department, a senior member of our finance department, and the heads of human resources and investor relations. The ESG Committee meets at least quarterly to guide our ESG programs and related disclosures.

Certain Relationships and Related Person Transactions

Our Board of Directors has adopted a written Related Person Transaction Policy that is intended to comply with Item 404 of Regulation S-K. The purpose of the policy is to describe the procedures used to identify, review, approve and disclose, if necessary, any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which (i) the Company (including any of its subsidiaries) was, is or will be a participant; (ii) the amount involved exceeds $120,000; and (iii) a related party had, has or will have a direct or indirect material interest (a “Related Person Transaction”). For purposes of the policy, a related party is any of our directors, director nominees, executive officers, beneficial owners of more than 5% of our Class A Common Stock, or any of their respective immediate family members.

Under our Related Person Transaction Policy, the nominating and corporate governance committee is responsible for reviewing and approving each Related Person Transaction. In determining whether to approve a Related Person Transaction, the nominating and corporate governance committee will consider the relevant facts and circumstances of the Related Person Transaction available to the nominating and corporate governance committee and to take into account, among other factors it deems appropriate, whether the Related Person Transaction is on terms comparable to those available to an unaffiliated third party or to employees generally under the same or similar circumstances and the extent of the related party’s interest in the transaction. If a Related Person Transaction falls within one of certain specified pre-approved transaction categories set forth in the policy, it does not require review by the nominating and corporate governance committee and shall be deemed to be pre-approved even if the amount involved exceeds $120,000.

No member of the nominating and corporate governance committee who is a related party is permitted to vote on the approval or ratification of their own Related Person Transaction, but may, if requested by other members of the nominating and corporate governance committee, participate in some or all of the nominating and corporate governance committee’s discussions of the Related Person Transaction. Out of an abundance of caution, the nominating and corporate governance committee will sometimes review and approve or ratify transactions with a related person or an entity affiliated with a related person, even if the related person does not have a direct or indirect material interest in the transaction. We did not have any Related Person Transactions (other than pre-approved transactions) during 2021.

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Board Compensation and Stock Ownership

Director Compensation

Our Board of Directors sets non-employee director compensation based on recommendations from the leadership development and compensation committee. The committee reviews, at least annually, the cash and equity-based award compensation of non-employee directors serving on the Board and its committees. The leadership development and compensation committee’s independent compensation consultant, Exequity, assists in this review, including obtaining market information, annually benchmarking our director compensation and designing various aspects of our compensation program for directors. After its review, the committee recommends any changes to the Board of Directors for approval. Directors who are also employees of the Company (currently Messrs. Udvar-Házy and Plueger) do not receive any additional compensation for their service as a director.

Annual Retainer Fees and Other Cash Fees

Retainers under our non-employee director compensation program for 2021 were as follows:



Retainer Type		Annual Cash Compensation

Annual Board Retainer		$ 80,000

Committee Member Retainer

• Audit		$ 15,000

• Leadership Development and Compensation		$ 10,000

• Nominating and Corporate Governance		$ 10,000

Additional Retainer for Committee Chair

• Audit		$ 20,000

• Leadership Development and Compensation		$ 10,000

• Nominating and Corporate Governance		$ 10,000

Lead Independent Director Retainer		$ 50,000

There has been no change in the above fees since 2012. All cash retainers are paid quarterly and prorated based on the number of days that a director serves in the applicable capacity.

A non-employee director will receive a meeting fee of $1,500 per meeting (i) if he or she attends a number of Board meetings in excess of the number of scheduled meetings plus two additional Board meetings during the applicable calendar year or (ii) if he or she attends during the applicable year a number of meetings of a committee on which he or she serves, in excess of the number of scheduled meetings plus two additional meetings of that committee for that year. No fees for attending additional meetings were paid in 2021.

Non-employee directors may be paid a per diem fee of $2,500 for non-ordinary course Board or committee activity (excluding any educational events) subject to the approval of the Board, the Chairman of the Board or the Lead Independent Director of the Board. No per diem fees were paid in 2021.

As a matter of policy, each director could elect to have his or her retainer paid in cash or shares of our Class A Common Stock, or a combination thereof.

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Equity Awards

Each non-employee director who joins our Board of Directors receives an initial grant of RSUs to be settled in shares of our Class A Common Stock (“Initial Director Grant”) with an aggregate value of $180,000. Thereafter, each year our non-employee directors receive an annual RSU award to be settled in shares of Class A Common Stock (the “Annual Director Grant”) with an aggregate value of $130,000. There has been no change in the dollar value of the equity awards since May 2019, when we increased the aggregate value of the Annual Director Grant from $120,000 to $130,000.

The value of all grants of RSUs is based on the closing price of our Class A Common Stock on the date of grant. All RSUs awarded to our non-employee directors vest in full on the first anniversary of the grant date, and if the director’s service terminates for any reason, other than following a change in control, the RSUs will vest on a daily prorated basis according to the number of days between the grant date and the termination of service, divided by 365. If the director’s service terminates following a change in control, the RSUs will vest in full. The Initial Director Grants and the Annual Director Grants are made pursuant to the Air Lease Corporation 2014 Equity Incentive Plan or any successor plan.

Each director may annually elect to defer the receipt of his or her Annual Director Grant shares beyond the one-year vesting period. Directors may elect to defer his or her shares until separation from service or alternatively, may elect a deferral period of five years or ten years from the date of grant, provided that shares will be distributed upon a separation from service, a change of control or at death, if earlier than the elected deferral date. Deferred RSUs receive dividend equivalents which are reinvested in additional RSUs based on the market price of the Company’s Class A Common Stock on the date the dividends are paid.

On May 5, 2021, each non-employee director, other than Ms. Hollingsworth Clark, received an Annual Director Grant. On May 24, 2021, Ms. Hollingsworth Clark received an Initial Director Grant.

Expense Reimbursement/Other Arrangements

We reimbursed directors for travel and lodging expenses incurred in connection with their attendance at meetings and other expenses incurred in connection with their service to the Company. We also have entered into agreements with each of our non-employee directors to provide them with indemnification and advancement of expenses to supplement that provided under our certificate of incorporation and bylaws, subject to certain requirements and limitations.

14 | Air Lease Corporation | 2022 Proxy Statement

Director Compensation Summary

The following table sets forth compensation paid to or earned by the individuals who served as non-employee directors of the Company during 2021.



Name	Fees earned or paid in cash ($)(1)	Stock Awards ($)(2)	Total ($)

Mr. Hart	125,000	130,000	255,000

Ms. Hollingsworth Clark (3)	57,157	180,000	237,157

Ms. Krongard	110,000	130,000	240,000

Mr. Larsen	100,000	130,000	230,000

Ms. McCaw	90,000	130,000	220,000

Mr. Milton	175,000	130,000	305,000

Mr. Saines	95,000	130,000	225,000

(1)	Fees Earned or Paid in Cash: The amount shown for each non-employee director is composed of his or her annual retainer fees, committee member fees and any additional committee chair fees.

(2)

Stock Awards: On May 5, 2021, each of the non-employee directors, other than Ms. Hollingsworth Clark, was granted an Annual Director Grant of 2,676 RSUs which vest in full on May 5, 2022. On May 24, 2021, Ms. Hollingsworth Clark was granted an Initial Director Grant of 3,936 RSUs which vest in full on May 24, 2022. The dollar amounts shown for (i) the Annual Director Grants to Mses. Krongard and McCaw and Messrs. Hart, Larsen, Milton and Saines reflect $48.57 per share and (ii) the Initial Director Grant to Ms. Hollingsworth Clark reflect $45.73 per share, which is the grant date fair value of one share of Class A Common Stock computed in accordance with FASB ASC Topic 718. Each RSU represents a contingent right to receive one share of our Class A Common Stock. Except as described above, none of the non-employee directors held any unvested RSUs as of December 31, 2021. As of December 31, 2021, our non-employee directors held the following vested RSUs:


Name	Number of RSUs
Mr. Hart		—
Ms. Hollingsworth Clark		—
Ms. Krongard (a)		15,2

SEC Form DEF 14A filed by Air Lease Corporation