Governance Documents

1. Introduction

1.1 AerCap Holdings N.V. (the Company) is a NYSE listed company, incorporated in the Netherlands and having its office and principal place of business in Ireland, with a one-tier board structure. This profile regulates the number of Non-Executive Directors on the board of directors of AerCap Holdings N.V. (the Board of Directors) and the composition of their group.

2. Size

2.1 The Board of Directors shall consist of a maximum of twelve (12) Directors including one (1) Executive Director. The other Directors shall be Non-Executive Directors.

2.2 The Non-Executive Directors shall be appointed in accordance with applicable law, the Company’s Articles of Association and/or the Company’s Rules for the Board of Directors, including its Committees. The Board of Directors appointment schedule is posted on the Company’s website.

3. Independence

3.1 In accordance with article 2.3.2 of the Company's Rules for the Board of Directors, including its Committees, the Board of Directors intends to meet the independence requirements of the Dutch Corporate Governance Code, as applied by the Company.

3.2 The Non-Executive Director who is serving as chairman of the Board of Directors shall not have been an executive director of the Company.

4. Composition

4.1 The composition of the Board of Directors shall be such that proper and independent supervision by the Non-Executive Directors is assured. The Board of Directors shall aim for a diverse composition, in line with the global nature and identity of the Company and its business, in terms of such factors as nationality, background, gender and age. We are committed to advancing female representation on our Board of Directors, as we believe that greater diversity of the Board of Directors will have a positive impact. Candidate Non-Executive Directors will be primarily selected on the basis of core competencies, professional backgrounds and skill sets as listed in clause 4.3.

4.2 The Non-Executive Directors are from diverse professional backgrounds and combine a broad spectrum of experience and expertise with a reputation for integrity. All Non-Executive Directors have experience in positions with a high degree of responsibility and have a proven ability to exercise mature business judgement.

4.3 The Non-Executive Directors as a whole should also possess the core competencies, professional backgrounds and skill sets listed below, and each member is nominated on the basis of their potential contribution in terms of knowledge, experience and skill in one or more areas, regardless of gender or race and in accordance with the needs of the Board of Directors and its committees at the time of nomination and should be capable of assessing the broad outline of the overall policy.

Aviation expertise

a. aircraft operating expertise;
b. aircraft leasing expertise;
c. transportation or logistics expertise;

Management expertise

d. international management expertise;
e. experience with political, economic and social relations, domestic and international;
f. financial and accounting expertise;
g. information technology and human resources expertise;
h. marketing and networking expertise;
i. strategy and management expertise;

Corporate governance expertise

j. corporate legal expertise in a complex legal and regulatory environment;
k. familiarity with the requirements of the New York Stock Exchange and the SEC;
l. familiarity with the corporate governance requirements for public companies in Europe, including the Netherlands; and
m. familiarity with corporate social responsibility issues that are relevant for the Company and its business.

4.4 The Non-Executive Director who is serving as chairman of the Board of Directors shall also meet the following criteria:

a. he/she shall have demonstrable experience in a management function within a complex internationally operating organization;
b. he/she shall have demonstrable experience in a supervisory or non-executive role within a complex internationally operating organization;
c. he/she shall have an excellent reputation and great authority.

4.5 At least one Non-Executive Director shall be a financial expert, in the sense that the Non-Executive Director has relevant knowledge and experience of financial administration and international accounting for listed companies or other large legal entities (including knowledge of and experience with IFRS and US GAAP).

5. Disclosure

5.1 This profile shall be posted on the Company’s website.

General

The underlying principle of our remuneration policy is to attract and recruit the right people for the Board of Directors, who possess the required core competencies, professional backgrounds and skill sets in line with the global nature and identity of the company and its business.

Remuneration for Non-Executive Members of the Board of Directors

The remuneration scheme for the Chairman of the Board of Directors and the Non-Executive Directors of the Company as of 1 January 2013 is as follows:

The packages for the Chairman of the Board of Directors and the Non-Executive Directors of the Company also comprise participation in the Company's equity plan.

The remuneration of the Executive Director is in accordance with the relevant employment agreement.

Code of Conduct

Our Code of Conduct describes the operational standards that are applicable to all employees, wherever they are in the world.

Finance Code of Conduct

AerCap’s mission includes promotion of professional conduct in the practice of financial management worldwide.

AerCap UK Tax Strategy Statement

AerCap's UK Tax Strategy Statement details our UK tax strategy.

Whistle Blower Procedure for Financial Matters

AerCap’s Board of Directors, through its Audit Committee, has established this procedure to facilitate reporting of possible illegal or unethical behavior relating to accounting, internal controls and auditing matters, in compliance with applicable law (referred to below as “whistle blower reports”).

Whistle Blower Procedure for Non-Financial Matters

AerCap’s Board of Directors has established this procedure to facilitate reporting of possible illegal or unethical behavior, other than accounting, internal controls and auditing matters (for which a separate procedure has been established), in compliance with applicable law (referred to below as “whistle blower reports”).

The AerCap Insider Trading Rules provides rules, in compliance with applicable law, with respect to the trade in AerCap securities by directors, employees and other persons with access to material inside information.

Our Board has adopted stock ownership guidelines requiring that our Chief Executive Officer owns Company stock having a value equal to at least ten times his annual base salary. Each other member of our Group Executive Committee is required to own Company stock having a value equal to at least five times the executive’s annual base salary. These threshold amounts include shares owned outright, vested stock-based equity awards, time-based restricted stock and time-based restricted stock units, whether or not vested, and any stock-based equity that the executive has elected to defer. New executives will have five years to satisfy these guidelines.

In addition, our Chief Executive Officer is required to hold at least 50% of the net shares (after satisfaction of any exercise price or tax withholding obligations) acquired through Company equity awards granted since January 1, 2007, while he remains employed by the Company. Each other member of our Group Executive Committee is required to hold at least 25% of the executive’s net shares acquired through Company equity awards, while the executive remains employed by the Company. The executives shall not sell any net shares until the applicable stock ownership multiple, as set forth in these guidelines, has been met. Sales of Company shares are conducted orderly with a view to avoiding undue impact on the AER share price and in compliance with laws and regulations. The executive consults with the Chairman before executing any sale of the Company’s shares.

For more information please download the PDFs.

Cash Manager Limited, which is a member of the AerCap group, is subject to regulation by the Central Bank of Ireland. As a result, the acquisition or disposal directly or indirectly of interests in AerCap shares or similar interests may be subject to regulatory requirements involving the Central Bank of Ireland as set out below. The following disclosure is for information purposes only and AerCap cannot provide Irish legal advice to actual or potential investors. Actual or potential investors in AerCap must obtain their own legal advice in relation to their position.

Under the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) (the “MiFID II Regulations”), a person or a group of persons acting in concert proposing to acquire a direct or indirect holding of ordinary shares or other similar interests in AerCap must give the Central Bank of Ireland prior written notice of such proposed acquisition if the acquisition would directly or indirectly (i) represent 10% or more of the capital or voting rights in AerCap; (ii) result in the proportion of capital or voting rights in AerCap held by such person or persons reaching or exceeding 10%, 20%, 33% or 50% of the capital or voting rights in AerCap; or (iii) in the opinion of the Central Bank of Ireland, make it possible for that person or those persons to control or exercise a significant influence over the management of Cash Manager Limited. Any such proposed acquisition shall not proceed until (a) the Central Bank of Ireland has informed such proposed acquirer or acquirers that it approves such acquisition or (b) the period prescribed in Regulation 21 of the MiFID II Regulations has elapsed without the Central Bank of Ireland having given notice in writing that it opposes such acquisition. It is important in this regard to note that the validity as a matter of Irish law of affected transactions, if completed without prior notification to, or assessment by, the Central Bank of Ireland will not be recognised in Ireland. Corresponding provisions apply to the disposal of direct and indirect shareholdings in AerCap except that, in such case, no approval is required, but prior notice of the disposal must be given to the Central Bank of Ireland. Cash Manager Limited is required under the MiFID II Regulations to notify the Central Bank of Ireland of relevant acquisitions and/or disposals of which it becomes aware.

In line with the rules laid out by the Irish Government, in 2022 AerCap began publishing a gender pay gap report for all of AerCap’s Irish employment entities. The reports can be accessed via the links below.