Robert S. Keane
About Robert S. Keane
Independent director since 2019 (age 62), serving on the Compensation and Nominating/Governance Committees. Keane is Founder/CEO (since 1995) and Chairman (since Nov 2018) of Cimpress plc; earlier, he was an executive at Flex-Key Corporation, a former Astronics subsidiary (1988–1994). Education: BA in Economics from Harvard College; MBA from INSEAD (France). Independence is affirmed by the Board; he attended at least 75% of Board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flex-Key Corporation (former Astronics subsidiary) | Executive | 1988–1994 | Early-career Astronics exposure; provides unique insight into Company history/culture |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cimpress plc | Founder & CEO | 1995–present | Leads complex, global operations; significant public company process expertise |
| Cimpress plc | Chairman of the Board | Nov 2018–present | Board leadership at a public company |
Board Governance
- Committee memberships: Compensation; Nominating/Governance. Not a committee chair (Compensation Chair: Neil Kim; Nominating/Governance Chair: Mark Moran).
- Independence: All directors except the CEO are independent; Keane is independent.
- Attendance & engagement: Board held 7 meetings in 2024; each director attended at least 75% of Board and committee meetings. Independent directors meet regularly in executive session.
- Lead independent director: Strong role (agenda, executive sessions, liaison to CEO).
- Director stock ownership guidelines: ≥400% of annual cash retainer within 4 years; all non‑employee directors were compliant as of Dec 31, 2024.
- Overboarding limits: CEOs should serve on ≤2 public boards in addition to Astronics; Keane’s disclosed public board service (Cimpress + Astronics) is within policy.
- Compensation Committee practices: Fully independent; does not regularly use outside compensation consultants; may reference broad-based survey data.
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | No separate committee chair fees disclosed for Keane |
| RSU grant (time-based) | 6,346 units | Granted Feb 22, 2024; vested Aug 22, 2024; minimum 6-month post‑issuance holding |
| RSU grant date fair value | $120,003 | Fair value under GAAP; may differ from realized |
| Total 2024 director compensation | $200,003 | Cash + RSU grant date value |
Performance Compensation
| Element | Design | Metrics | Vesting |
|---|---|---|---|
| Non‑employee director RSUs | Time-based | No performance metrics disclosed for director awards | 6 months; shares subject to ≥6‑month holding period after issuance |
Note: Performance-based RSUs under the LTIP apply to executives (e.g., 2024 awards tied to average annual Adjusted EBITDA as % of revenue over 2024–2026). Directors receive time-based RSUs.
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Cimpress plc | Chairman; Founder & CEO | No Astronics-related related‑party transactions in 2024 disclosed; Compensation Committee interlocks: none, with historical note that Keane was a Flex‑Key executive (1988–1994) |
Expertise & Qualifications
- Global operations leadership; organic and acquisitive growth track record; public company process proficiency; early-career familiarity with Astronics.
- Committee-relevant skills: M&A, strategic planning, governance; complements Board’s diverse aerospace/engineering/commercial operations expertise.
Equity Ownership
| Holding Category | Shares | % of Class | Notes |
|---|---|---|---|
| Common Stock | 44,046 | <1% | No options outstanding for Keane |
| Class B Stock | 615,085 | 12.8% | Includes 408,199 Class B via Boston & Saranac LLC (100% owned by a trust for Keane and spouse); 206,886 Class B via EAK & KRK Trust; also 37,700 Common via EAK & KRK Trust; Keane’s proportionate interest in that trust is <25% |
| Options | — | — | As of Dec 31, 2024 Keane had no options to purchase Common or Class B shares |
| Pledging | Not disclosed | — | No pledge of Keane’s shares disclosed; note: Brady has pledged 120,000 Class B shares (context) |
Insider Trades
| Date | Transaction | Amount | Filing Status |
|---|---|---|---|
| May 2024 | Conversion of Class B to Common | 40,000 shares | Reported on a late Form 4 filed Mar 3, 2025 |
Governance Assessment
- Positives: Independent director; active on Compensation and Nominating/Governance Committees; strong Board governance architecture (independent committees, lead independent director, executive sessions); compliance with director ownership guidelines; robust anti‑hedging policy; Say‑on‑Pay support at 91% in 2023.
- Alignment: Material Class B ownership (12.8%) indicates meaningful economic/voting stake; non‑employee directors collectively hold 16.6% of Class B and 1.1% of Common, aligning Board and shareholder interests.
- Potential risks/red flags: Late Form 4 reporting of a 40,000 share conversion (process/control timeliness) ; Compensation Committee’s limited use of external consultants could reduce benchmarking rigor in some contexts (disclosed practice).
- Related-party/transactions: None in 2024; Compensation Committee interlocks none (historical Flex‑Key employment noted but not a current related-party relationship).
Strategic implication: Keane’s operator-founder profile at Cimpress brings scale e‑commerce and decentralization expertise to Astronics’ Board, valuable for portfolio optimization and equity incentive design; his substantial Class B stake increases ownership alignment but also concentrates voting power, a factor for investors monitoring governance outcomes.