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:

Air Lease Corporation

(Name of Registrant as Specified In Its Charter)

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

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

(310) 553-0555

March 19, 202018, 2021

Dear Fellow Stockholder:

Your officers and directors join me in inviting you to attend the 20202021 Annual Meeting of Stockholders at 7:30 a.m., Pacific Time, on Wednesday, May 6, 2020,5, 2021. Due to the 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 Century Plaza Towers, 2029 Century Park East, Concourse Level, Conference Room A, Los Angeles, California 90067.www.cesonlineservices.com/al21_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/al21_vm by 7:30 am Pacific time on Tuesday, May 4, 2021. 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/al21_vm.

The expected items of business for the meeting are described in detail in the attached Notice of 20202021 Annual Meeting of Stockholders and Proxy Statement.

We look forward to seeing youyour participation on May 6th.5th.

Sincerely,

Steven F.Udvar-Házy

Executive Chairman of the Board

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 extent to which the coronavirus (“COVID-19”) pandemic and related efforts to mitigate its spread ultimately impact our business, results of operation and financial condition; our inability to obtain the significant capital we require to refinance our outstanding indebtedness and to acquire aircraft, or our inability to make our debt payments and obtain incremental capital; increases in our cost of borrowing or changes in interest rates and their impact on us; our ability to generate sufficient returns on our aircraft investments by making acquisitions of, and leases of, aircraft on favorable terms and, ultimately, selling aircraft on favorable terms; the failure to close our aircraft acquisitions, including as a result of any manufacturer failing to meet its contractual aircraft delivery obligations to us, resulting in our inability to deliver the aircraft to our lessees; impaired financial condition and liquidity of our lessees; changes in overall demand for commercial aircraft leasing and aircraft management services; deterioration of economic conditions in the commercial aviation industry generally; our aircraft becoming obsolete or experiencing a decline in customer demand; events outside of our control, such as the threat or realization of epidemic diseases in addition to COVID-19, natural disasters, terrorist attacks and war or armed hostilities between countries or non-state actors and the amount of our insurance coverage, if any, relating thereto; changes in the regulatory environment, including tariffs and other restrictions on trade; our inability to effectively oversee our managed fleet; our inability to effectively deploy the net proceeds from our capital raising activities; other factors affecting our business or the business of our lessees and aircraft manufacturers or their suppliers that are beyond our or their control, including natural disasters, pandemics (such as COVID-19) and measures taken to contain its spread, and governmental actions; and the factors discussed under “Part I – Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2020, and other SEC filings, including future SEC filings.

The factors noted above and the risks included in our other SEC filings may be increased or intensified as a result of the COVID-19 pandemic, including as a result of the recent resurgence of the COVID-19 virus in certain parts of the world, including the United States and parts of Europe, and any future resurgences of the virus. The extent to which the COVID-19 pandemic ultimately impacts our business,

results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. See the risk factor in “Part I – Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, “The coronavirus (COVID-19) pandemic and related efforts to mitigate its spread have had an adverse impact on our results of operation and may continue to have an adverse impact on our business.” 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.

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 onForm 10-K before voting. We anticipate that these materials will first be made available to stockholders on or about March 27, 2020.26, 2021.

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

20202021 Proxy Statement   |  Air Lease Corporation  |  i

20192020 Financial and Business Highlights

Despite the impacts of the COVID-19 pandemic on the aviation industry and our business in 2020, Air Lease Corporation experienced another successfulhad several business highlights throughout the year. For the year in 2019. Revenues increased 20.1% to $2.0 billion compared to 2018, supported by solid balance sheet growth with assets totaling $21.7 billion as ofended December 31, 2019.2020, our total assets exceeded $25 billion for the first time, and we generated revenues of $2 billion. We had 375332 aircraft in our owned operating lease portfolio and 81 aircraft in our managed aircraft portfolio as ofyear-end 2019, an 11.6%2020, a 10.1% increase over 20182019, primarily driven by the purchase and delivery of 5326 aircraft from our new order pipeline along withand purchase of 15 incremental aircraft in the growth of our managed fleet.secondary market. While continuing to grow our fleet, we maintained strong margins and profitability withpre-tax profit margin andpre-tax return on common equity of 36.5%32.1% and 14.2%11.3%, respectively, for the year ended December 31, 2019.2020. Our lease placements continued to progress well throughout 2019 providing us with substantial forward visibility.2020. We ended the year2020 with $29.1$26.8 billion in committed minimum future rental payments and 79%payments. We have placed approximately 92% of our order bookcommitted orderbook on long-term leases for aircraft delivering through the end of 2022. This includes $14.1We have $13.6 billion in contracted minimum rental payments on the aircraft in our existing fleet and $15.0$13.2 billion in minimum future rental payments related to aircraft which will deliverscheduled for delivery between 2020 and 2024.

In 2019, we successfully executed our operational strategy which is designed to drive long-term stockholder value.

Despite ongoing delivery delays from manufacturers, including the grounding of the Boeing 737 MAX aircraft, we had several key accomplishments this year. For the first time since our inception, total assets and total revenues exceeded $20 billion and $2 billion, respectively, at December 31, 2019. We raised over $4 billion in capital, including our first Canadian dollar bond deal, and expanded our bank facilities, ending the year with over $6 billion in liquidity. Our common stock achieved total shareholder return of 59% for2021 through 2025. Finally, during the year ended December 31, 2019.2020, we issued $4.5 billion in aggregate principal amount of senior unsecured notes with a weighted average interest rate of 2.93%, ending the year with $7.7 billion in available liquidity.

Highlights for the year ended December 31, 2019 $21.72020 Assets $25.2 billion Total assetsRevenues $2.0 billion Total revenues 788 Aircraft 774 owned, managed and& on order 89% order book placedOrder Book Placements 92% through 2021 $29.12022 on long-term lease Committed Minimum Future Rental Payments $26.8 billion Committed minimum future fleet rentals 2.41xPre-Tax Profit Margin 32.1% Debt to Equity 36.5% Pre-tax profit margin2.72x Liquidity $7.7 billion

ii  |  Air Lease Corporation  |  20202021 Proxy Statement

Impact of COVID-19 Pandemic

The global pandemic resulting from COVID-19 has had an unprecedented impact and disrupted the operations of our lessees, aircraft manufacturers and suppliers. The impact of the COVID-19 pandemic to our business includes, among other things, the following:

(1) Collection rate is defined as the sum of cash collected from lease rentals and maintenance reserves, and includes cash recovered from outstanding receivables from previous periods, as a percentage of the total contracted receivables due for the period. The collection rate is calculated after giving effect to lease deferral arrangements made as of December 31, 2020. We define liquidity as unrestricted cash plus the available borrowing capacity under our unsecured committed revolving credit facility.

(2) The 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.

2021 Proxy Statement   |  Air Lease Corporation  |  iii

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.

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.

iv  |  Air Lease Corporation  |  2021 Proxy Statement

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 believe in doing business with companies that uphold our high standards; and we aim to support the communities in which we do business and educational and charitable organizations within the aviation industry.

2021 Proxy Statement   |  Air Lease Corporation  |  v

Corporate Governance Highlights

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

vi  |  Air Lease Corporation  |  2021 Proxy Statement

Director Nominees

M = Member; C = Chair

Committees: Audit = A; Nominating and Corporate Governance = NCG; Leadership Development and Compensation = LDC

2021 Proxy Statement   |  Air Lease Corporation  |  vii

Our eight 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 15.

2020 Proxy Statement   |  Air Lease Corporation  |  iii

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, 2021

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 extent to which the coronavirus (“COVID-19”) pandemic and related efforts to mitigate its spread ultimately impact our business, results of operation and financial condition; our inability to obtain the significant capital we require to refinance our outstanding indebtedness and to acquire aircraft, or our inability to make our debt payments and obtain incremental capital; increases in our cost of borrowing or changes in interest rates and their impact on us; our ability to generate sufficient returns on our aircraft investments by making acquisitions of, and leases of, aircraft on favorable terms and, ultimately, selling aircraft on favorable terms; the failure to close our aircraft acquisitions, including as a result of any manufacturer failing to meet its contractual aircraft delivery obligations to us, resulting in our inability to deliver the aircraft to our lessees; impaired financial condition and liquidity of our lessees; changes in overall demand for commercial aircraft leasing and aircraft management services; deterioration of economic conditions in the commercial aviation industry generally; our aircraft becoming obsolete or experiencing a decline in customer demand; events outside of our control, such as the threat or realization of epidemic diseases in addition to COVID-19, natural disasters, terrorist attacks and war or armed hostilities between countries or non-state actors and the amount of our insurance coverage, if any, relating thereto; changes in the regulatory environment, including tariffs and other restrictions on trade; our inability to effectively oversee our managed fleet; our inability to effectively deploy the net proceeds from our capital raising activities; other factors affecting our business or the business of our lessees and aircraft manufacturers or their suppliers that are beyond our or their control, including natural disasters, pandemics (such as COVID-19) and measures taken to contain its spread, and governmental actions; and the factors discussed under “Part I – Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2020, and other SEC filings, including future SEC filings.

The factors noted above and the risks included in our other SEC filings may be increased or intensified as a result of the COVID-19 pandemic, including as a result of the recent resurgence of the COVID-19 virus in certain parts of the world, including the United States and parts of Europe, and any future resurgences of the virus. The extent to which the COVID-19 pandemic ultimately impacts our business,

results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. See the risk factor in “Part I – Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, “The coronavirus (COVID-19) pandemic and related efforts to mitigate its spread have had an adverse impact on our results of operation and may continue to have an adverse impact on our business.” 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 offering a comprehensive compensation program that is attractive enoughreference to entice and retain successful senior executives. We also believethe 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 importantmade, 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.

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 compensation program attractsAnnual Report on Form 10-K before voting. We anticipate that these materials will first be made available to stockholders on or about March 26, 2021.

References throughout this Proxy Statement to “Air Lease Corporation,” “we,” “us,” and “our” refer to Air Lease Corporation and its subsidiaries, unless the highly talented executive who is experiencedcontext indicates otherwise.

Proposals to be Voted On

2021 Proxy Statement   |  Air Lease Corporation  |  i

2020 Financial and capableBusiness Highlights

Despite the impacts of managingthe COVID-19 pandemic on the aviation industry and our business in 2020, Air Lease Corporation had several business highlights throughout the year. For the year ended December 31, 2020, our total assets exceeded $25 billion for the first time, and we generated revenues of $2 billion. We had 332 aircraft in our owned operating lease portfolio and 81 aircraft in our managed aircraft portfolio as of year-end 2020, a 10.1% increase over 2019, primarily driven by the purchase and delivery of 26 aircraft from our new order pipeline and purchase of 15 incremental aircraft in the secondary market. While continuing to grow our fleet, we maintained strong margins and profitability with a small teampre-tax profit margin and pre-tax return on common equity of 32.1% and 11.3%, respectively, for the year ended December 31, 2020. Our lease placements continued to help driveprogress well throughout 2020. We ended 2020 with $26.8 billion in committed minimum future rental payments. We have placed approximately 92% of our profitability.

Atcommitted orderbook on long-term leases for aircraft delivering through the end of 2019,2022. We have $13.6 billion in contracted minimum rental payments on the aircraft in our existing fleet and $13.2 billion in minimum future rental payments related to aircraft scheduled for delivery between 2021 through 2025. Finally, during the year ended December 31, 2020, we had total revenuesissued $4.5 billion in aggregate principal amount of senior unsecured notes with a weighted average interest rate of 2.93%, ending the year with $7.7 billion in available liquidity.

Highlights for the year ended December 31, 2020 Assets $25.2 billion Revenues $2.0 billion Aircraft 774 owned, managed & on order Order Book Placements 92% through 2022 on long-term lease Committed Minimum Future Rental Payments $26.8 billion Pre-Tax Profit Margin 32.1% Debt to Equity 2.72x Liquidity $7.7 billion

ii  |  Air Lease Corporation  |  2021 Proxy Statement

Impact of COVID-19 Pandemic

The global pandemic resulting from COVID-19 has had an unprecedented impact and disrupted the operations of our lessees, aircraft manufacturers and suppliers. The impact of the COVID-19 pandemic to our business includes, among other things, the following:

(1) Collection rate is defined as the sum of cash collected from lease rentals and total compensation expense representing 3.6% of revenues. We believe that the ratio of employees to total revenuemaintenance reserves, and total compensationincludes cash recovered from outstanding receivables from previous periods, as a percentage of revenues compares favorablythe total contracted receivables due for the period. The collection rate is calculated after giving effect to other companieslease deferral arrangements made as of December 31, 2020. We define liquidity as unrestricted cash plus the available borrowing capacity under our unsecured committed revolving credit facility.

(2) The 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.

2021 Proxy Statement   |  Air Lease Corporation  |  iii

Environmental Highlights

Since our inception in capital-intensive businesses.

Compensation Governance

2010, we have been dedicated to growing our business responsibly as we serve our airline customers. Our leadership development and compensation committee regularly reviewscore strategy is to work with our compensation governance practicesairline customers to ensure we are incentivizing hard work and high performance while also managing risk. Our executive compensation program currently includesreplace their older aircraft with the following features:most modern, fuel-efficient aircraft available.

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 believe in doing business with companies that uphold our high standards; and we aim to support the communities in which we do business and educational and charitable organizations within the aviation industry.

20202021 Proxy Statement   |  Air Lease Corporation  |  v

EngagementCorporate Governance Highlights

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

vi  |  Air Lease Corporation  |  20202021 Proxy Statement

2020

M = Member; C = Chair

Committees: Audit = A; Nominating and Corporate Governance = NCG; Leadership Development and Compensation = LDC

2021 Proxy Statement   |  Air Lease Corporation  |  vii

Our eight 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 15.

Executive Compensation Highlights

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

(310) 553-0555

March 18, 2021

Dear Fellow Stockholder:

Your officers and directors join me in inviting you to attend the 2021 Annual Meeting of Stockholders at 7:30 a.m. Pacific Time, on Wednesday, May 5, 2021. Due to the 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/al21_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/al21_vm by 7:30 am Pacific time on Tuesday, May 4, 2021. 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/al21_vm.

The expected items of business for the meeting are described in detail in the attached Notice of 2021 Annual Meeting of Stockholders and Proxy Statement.

We look forward to your participation on May 5th.

Sincerely,

Steven F. Udvar-Házy

Executive Chairman of the Board

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, 2021

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 extent to which the coronavirus (“COVID-19”) pandemic and related efforts to mitigate its spread ultimately impact our business, results of operation and financial condition; our inability to obtain the significant capital we require to refinance our outstanding indebtedness and to acquire aircraft, or our inability to make our debt payments and obtain incremental capital; increases in our cost of borrowing or changes in interest rates and their impact on us; our ability to generate sufficient returns on our aircraft investments by making acquisitions of, and leases of, aircraft on favorable terms and, ultimately, selling aircraft on favorable terms; the failure to close our aircraft acquisitions, including as a result of any manufacturer failing to meet its contractual aircraft delivery obligations to us, resulting in our inability to deliver the aircraft to our lessees; impaired financial condition and liquidity of our lessees; changes in overall demand for commercial aircraft leasing and aircraft management services; deterioration of economic conditions in the commercial aviation industry generally; our aircraft becoming obsolete or experiencing a decline in customer demand; events outside of our control, such as the threat or realization of epidemic diseases in addition to COVID-19, natural disasters, terrorist attacks and war or armed hostilities between countries or non-state actors and the amount of our insurance coverage, if any, relating thereto; changes in the regulatory environment, including tariffs and other restrictions on trade; our inability to effectively oversee our managed fleet; our inability to effectively deploy the net proceeds from our capital raising activities; other factors affecting our business or the business of our lessees and aircraft manufacturers or their suppliers that are beyond our or their control, including natural disasters, pandemics (such as COVID-19) and measures taken to contain its spread, and governmental actions; and the factors discussed under “Part I – Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2020, and other SEC filings, including future SEC filings.

The factors noted above and the risks included in our other SEC filings may be increased or intensified as a result of the COVID-19 pandemic, including as a result of the recent resurgence of the COVID-19 virus in certain parts of the world, including the United States and parts of Europe, and any future resurgences of the virus. The extent to which the COVID-19 pandemic ultimately impacts our business,

results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. See the risk factor in “Part I – Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, “The coronavirus (COVID-19) pandemic and related efforts to mitigate its spread have had an adverse impact on our results of operation and may continue to have an adverse impact on our business.” 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.

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 26, 2021.

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

2021 Proxy Statement   |  Air Lease Corporation  |  i

2020 Financial and Business Highlights

Despite the impacts of the COVID-19 pandemic on the aviation industry and our business in 2020, Air Lease Corporation had several business highlights throughout the year. For the year ended December 31, 2020, our total assets exceeded $25 billion for the first time, and we generated revenues of $2 billion. We had 332 aircraft in our owned operating lease portfolio and 81 aircraft in our managed aircraft portfolio as of year-end 2020, a 10.1% increase over 2019, primarily driven by the purchase and delivery of 26 aircraft from our new order pipeline and purchase of 15 incremental aircraft in the secondary market. While continuing to grow our fleet, we maintained strong margins and profitability with pre-tax profit margin and pre-tax return on common equity of 32.1% and 11.3%, respectively, for the year ended December 31, 2020. Our lease placements continued to progress well throughout 2020. We ended 2020 with $26.8 billion in committed minimum future rental payments. We have placed approximately 92% of our committed orderbook on long-term leases for aircraft delivering through the end of 2022. We have $13.6 billion in contracted minimum rental payments on the aircraft in our existing fleet and $13.2 billion in minimum future rental payments related to aircraft scheduled for delivery between 2021 through 2025. Finally, during the year ended December 31, 2020, we issued $4.5 billion in aggregate principal amount of senior unsecured notes with a weighted average interest rate of 2.93%, ending the year with $7.7 billion in available liquidity.

Highlights for the year ended December 31, 2020 Assets $25.2 billion Revenues $2.0 billion Aircraft 774 owned, managed & on order Order Book Placements 92% through 2022 on long-term lease Committed Minimum Future Rental Payments $26.8 billion Pre-Tax Profit Margin 32.1% Debt to Equity 2.72x Liquidity $7.7 billion

ii  |  Air Lease Corporation  |  2021 Proxy Statement

Impact of COVID-19 Pandemic

The global pandemic resulting from COVID-19 has had an unprecedented impact and disrupted the operations of our lessees, aircraft manufacturers and suppliers. The impact of the COVID-19 pandemic to our business includes, among other things, the following:

(1) Collection rate is defined as the sum of cash collected from lease rentals and maintenance reserves, and includes cash recovered from outstanding receivables from previous periods, as a percentage of the total contracted receivables due for the period. The collection rate is calculated after giving effect to lease deferral arrangements made as of December 31, 2020. We define liquidity as unrestricted cash plus the available borrowing capacity under our unsecured committed revolving credit facility.

(2) The 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.

2021 Proxy Statement   |  Air Lease Corporation  |  iii

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.

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.

iv  |  Air Lease Corporation  |  2021 Proxy Statement

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 believe in doing business with companies that uphold our high standards; and we aim to support the communities in which we do business and educational and charitable organizations within the aviation industry.

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Corporate Governance Highlights

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

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Director Nominees

M = Member; C = Chair

Committees: Audit = A; Nominating and Corporate Governance = NCG; Leadership Development and Compensation = LDC

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Our eight 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 15.

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 2020, we had total revenues of $2.0 billion and we had 120 employees, resulting in 2020 revenue per employee of approximately $16.8 million and total compensation expense representing 3.0% 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.

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Pay-for-Performance Philosophy

Our executive compensation program also is 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 2020, our annual bonus plan was 100% performance-based and 75% of each Named Executive Officer’s regular annual equity awards were subject to performance-based vesting requirements.

We did not adjust the targets for our executive compensation programs, which were established in February 2020 before the extent of the COVID-19 pandemic was recognized. As a result of the challenges the aviation industry, our customers and business faced this year, our performance-based compensation was paid below target.

We also believe that our directors’ and employees’ ownership of our stock is critical to alignment with our stockholders. Our 120employees, along with our independent directors, collectively own approximately 7% of the Company’s Class A Common Stock.

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. Our executive compensation program currently includes the following features:

Engagement with Stockholders and Responsiveness and Compensation Program and Disclosure Enhancements

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. After issuing our proxy statement in March

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2020, we engaged with holders of over 55% of outstanding shares of our Class A Common Stock (none of whom were our employees or directors). We continued our outreach during 2020 and early 2021. The leadership development and compensation committee and our Board of Directors considered our stockholders’ views when making decisions about changes to our 2020 and 2021 compensation programs and ESG topics.

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:

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Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

(310) 553-0555

Members and Meetings of the Board of Directors

Our Board of Directors is currently composed of nineeight members: Matthew J. Hart, Cheryl Gordon Krongard, Marshall O. Larsen, Susan McCaw, Robert A. Milton, John L. Plueger, Ian M. Saines, Ronald D. Sugar, and Steven F.Udvar-Házy. Dr. Sugar is not standing forre-election at the Annual Meeting. As a result, the Board has approved setting the size of the Board at eight directors, effective upon the commencement of the 2020 annual meeting of stockholders (“Annual Meeting”). Dr. Sugar, however, will continue to serve as a member of the Board until the Annual Meeting. Our directors serve forone-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 inProposal 1: Election of Directors.Directors.

Our Board of Directors held sixeight meetings in 2019 and average director attendance at all meetings of our Board and meetings of any of our Board committees on which such director served was 97.5%.2020. Each of the director nominees standing for election at the Annual Meeting attended at least 80%100% of the meetings of the Board of Directors and the committees of the Board of Directors on which he or she served in 2019.2020. We expect but do not require our directors to attend the annual meeting of stockholders each year. All of our directors who stood for election at the 20192020 annual meeting other than Mr. Saines attended that meeting.

Director Independence

Each director will qualify as “independent” pursuant to the New York Stock Exchange (the “NYSE”) listing standards only if our 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. Accordingly, our Board of Directors has affirmatively determined that sevensix of our nineeight current directors, Mr. Hart, Ms. Krongard, Mr. Larsen, Ms. McCaw, Mr. Milton and Mr. Saines and Dr. Sugar, were independent in accordance with the NYSE rules during the periods in 20192020 and 20202021 that they served as directors of our Board and determined that our former director, Dr. Ronald D. Sugar, was independent in accordance with the NYSE rules during the periods in 2020 that he served as a director of our Board. Mr. Milton serves as our lead independent director.Messrs. Udvar-Házy and Plueger are not independent because they are employees of Air Lease Corporation (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, whileMr. 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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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 the Board of Directors in the exercise of its duties and responsibilities and to serve the best interests of the Company and our stockholders. The Guidelines are intended to serve as a flexible framework for the conduct of the Board of Directors’ business and not as a set of legally binding obligations and are periodically reviewed by the Board Directors and are amended from time to time. For example, in 2019, the Board of Directors amended the guidelines to, among other items, update the Criteria for Nominations as Directors to reflect our existing practices relating to the consideration of director candidates, including diversity considerations, as described below in the section captioned “Consideration of Director Candidates.”

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, (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. TheIn addition the Guidelines also(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. In addition, the Guidelinesactivities, (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. Finally, 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. In 2019, these Guidelines were amended to add over-boarding limits which the Company has previously complied with in practice, a 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, add emphasis 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 clarify our practices regarding communications to our Board of Directors by stockholders and other interested parties and update the Criteria for Nominations as Directors to reflect our practices relating to the consideration of director candidates, including diversity qualifications, as described below in the section captioned “Consideration of Director Candidates.”parties. Our Guidelines are available on our website at www.airleasecorp.com.

Executive Sessions ofNon-Employee Directors

As part of the Board of Directors’ regularly scheduled meetings, thenon-employee directors meet in executive session. Anynon-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 spend more time on issuessubstantively contribute at the meetings of the full Board of Directors.

Audit Committee

Our audit committee consists of Messrs. Hart, Milton and Saines. Mr. Hart is the Chairman of the audit committee. Our audit committee’s duties include, but are not limited to, monitoring (1) the integrity of the financial statements of the Company, (2) the independent registered public accounting firm’s qualifications and independence, (3) the performance of our internal audit function and independent registered public accounting firm, (4) our compliance with legal and regulatory requirements and (5) our overall risk profile. Our audit committee is a separately designated standing audit committee as defined in Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our audit committee must at all times be composed exclusively of directors who are “financially literate” as defined under the NYSE listing standards. The audit committee also must have at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background that results in the individual’s financial sophistication, and who qualifies as an “audit committee financial expert,” as defined under the rules and regulations of the Securities and Exchange Commission (“SEC”). Our Board of Directors has determined that each member of our audit committee is financially literate and is an “audit committee financial expert.” In addition to being “independent” under NYSE rules, each member of our audit committee also meets the enhanced independence requirements pursuant to Rule10A-3(b)(i) of the Exchange Act, and the NYSE listing standards for purposes of serving on an audit committee.

Our audit committee held four meetings in 2019.2020.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Messrs. Milton, Hart, and Larsen and Dr. Sugar.Ms. Krongard. Mr. Milton is the Chairman of the nominating and corporate governance committee. Our nominating and corporate governance committee monitors the implementation of sound corporate governance principles, practices and risks and will, among other things: (1) identify individuals believed to be qualified to become a member of our Board of Directors and recommend to the Board candidates to be elected to fill vacancies and newly created directorships, as further described under the section captioned “Consideration of Director Candidates, (2) periodically review and recommend changes, as appropriate, to our corporate governance documents and (3) annually oversee the evaluation of our Board of Directors and its committees. Our nominating and corporate governance committee also reviews and approves all related person transactions in accordance with our policies with respect to such matters.

Our nominating and corporate governance committee held four meetings in 2019.2020.

Compensation Committee Interlocks and Insider Participation

Each of Ms. Krongard, Ms. McCaw, Mr. Milton and Dr. Sugar served on the leadership development and compensation committee for all or a portion of 2019. 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 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.

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has overall responsibility for (1) overseeing our overall compensation structure, policies and programs, (2) 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, (3) reviewing and approving corporate goals and objectives relevant to the compensation of our other NEOs, 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, (4) reviewing and evaluating the Company’s programs and practices related to leadership development and human capital management, including periodically 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, (5) at least annually reviewing the compensation (both cash and equity based compensation) ofnon-employee directors for service on the Board and its committees and recommending any changes to the Board for approval, (6) broadly overseeing matters relating to the attraction, motivation, development and retention of employees and (7) reviewing the risk exposure related to the areas of its responsibility.

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 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 2020 and 2021 to other officers and employees on the same terms as the executive officers, subject to an aggregate number of RSUs approved by the leadership development and compensation committee.

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 so 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.

The leadership development and compensation committee has engaged Exequity LLP (“Exequity”), a nationally recognized independent compensation consultant, to provide advice with respect to compensation decisions for thenon-employee directors of our Board of Directors and our executive officers.

Each member of our leadership development and compensation committee qualifies as a“non-employee director” under SEC rules and as an “outside director” under Section 162(m) of the Internal Revenue Code (the “Code”) for purposes of serving on a compensation committee. Our Board of Directors has also determined that each member of the leadership development and compensation committee satisfies the additional independence requirements specific to compensation committee membership under the NYSE listing standards. 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.

Our leadership development and compensation committee held five meetings in 2020.

2020

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OurCompensation Committee Interlocks and Insider Participation

Each of Ms. Krongard, Ms. McCaw, Mr. Larsen, Mr. Milton and Dr. Sugar served on the leadership development and compensation committee held five meetingsfor all or a portion of 2020. 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 2019.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 and the Board of Directors 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 aone-on-one conversation with each director.

In connection with the one-on-one conversation with each director, this year the Lead Director asked the directors to discuss with him several additional questions on critical topics impacting the Company, including the COVID-19 pandemic, diversity, inclusion and equity and expanding stakeholder feedback.

The Lead Director discusses the results of the evaluations and feedback received with thenon-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.

Consideration 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. When identifying and evaluating candidates for nomination as new directors, the Board will consider candidates with diverse backgrounds in terms of knowledge, experience, skills, and other characteristics, in particular, gender, ethnic and geographic diversity. The Board of Directors is committed to identifying candidates with gender, ethnic and geographic diversity and is committed to meeting the requirements under a lawlaws in California that the Company have three female directors by December 31, 2021 and one director from an underrepresented community, to continue to diversify our Board of Directors. We nowcurrently have two female directors with the appointment of Ms. McCaw to the Board in November 2019.directors.

Diversity also may encompass a candidate’s educational and professional history, community or public service, expertise or knowledge base and certain unique personal characteristics. 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.

Among other criteria that the nominating and corporate governance committee may consider include the director candidate’s ability to faithfully represent the interests of our stockholders; the candidate’s

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integrity, judgment and independence of thought; an absence of conflicting time commitments; financial literacy; leadership experience; a fit of abilities and personality that helps build an effective, collegial and responsive Board of Directors; a commitment to understand the Company and its industry; and an ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company and to contribute positively to the decision-making process.

Our nominating and corporate governance committee has not retained professional search firms to assist it in recruiting potential director candidates. Ms. McCaw, who joined our Board in November 2019, was recommended for consideration to the nominating and corporate governance committee by the Executive Chairman of the Board. Each member of the nominating and corporate governance committee and each of the other members of the Board of Directors separately interviewed Ms. McCaw and her appointment was unanimously approved.

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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 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 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. ItEach 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 twoseveral years, the Board of Directors has increased its oversight of the Company’s cybersecurity program. The audit committee has led the oversight of cybersecurity programs, with participation of other directors not on the committee.ESG matters and cybersecurity.

Our Code of Business Conduct discussed below is a pillar of the Company’s governance program.

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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

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Understandably, environmental sustainability is an increasing focus of the investor community and our stockholders.stakeholders. In response to our stockholderstakeholder discussions, during 2020 we have introduced additional informationpublished our first annual Corporate Social Responsibility Report on our websitewebsite. We continue to make information aboutdiscuss ESG matters with our commitment tostakeholders, including environmental responsibility more accessible. We also are working to enhance our website disclosure related to environmental sustainability.sustainability and will consider their feedback as we update the Corporate Social Responsibility Report in 2021.

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compensation program for the directors. After its review, the committee recommends any changes to the Board for approval. Directors who also serve as employees to the Company (currentlyMessrs. Udvar-Házy and Plueger) do not receive separate compensation for their service on our Board of Directors.

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date, and if the Board of Directors service of such a director 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 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.

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The dollar amounts shown for these stock awards reflect $38.34$23.36 per share for each director who received a grant on May 8, 2019 and $45.11 for the grant to Ms. McCaw who received a grant on November 19, 2019,6, 2020 which in each case is the grant date fair value of one share of Class A Common Stock computed in accordance with GAAP. Each RSU represents a contingent right to receive one share of our Class A Common Stock.

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