Marion Blakey
About Marion Blakey
Marion C. Blakey, 76, has served as an independent director of Eve Holding, Inc. (EVEX) since 2022. She is the former President & CEO of Rolls‑Royce North America, past President & CEO of the Aerospace Industries Association, and served as Administrator of the FAA (2002–2007), Chair of the NTSB, and Administrator of NHTSA. She holds a bachelor’s degree with honors in international studies from Mary Washington College (University of Virginia) and completed graduate work at Johns Hopkins SAIS; she has received multiple industry awards recognizing her leadership in aviation and safety .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Aviation Administration (FAA) | Administrator | 2002–2007 | Operated world’s largest ATC system; managed 44,000 employees and $14B budget |
| Aerospace Industries Association (AIA) | President & CEO | ~8 years (pre‑2018) | Led industry advocacy for >270 member companies |
| Rolls‑Royce North America Inc. | President & CEO; Chair RR North America Holdings Inc. | ~2015–2018 | Oversaw Indianapolis site investment; opened California R&T facility; streamlined operations |
| National Transportation Safety Board (NTSB) | Chairman | Prior to 2002 | National safety oversight leadership |
| National Highway Traffic Safety Administration (NHTSA) | Administrator | Prior to 2002 | Transportation safety leadership |
| Consulting firm (transportation/infrastructure) | Founder/Principal | Prior to 2002 | Advisory in transportation/infrastructure |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Sun Country Airlines | Director | Current | Public company director (information flow to aviation ops) |
| Alaska Airlines Group (ALK) | Director | Recently served | Airline operations and safety oversight experience |
| Aerojet Rocketdyne | Director | Former | Aerospace/defense propulsion exposure |
| New Vista Acquisition Corp. (NVSA) | Director | Former | SPAC governance experience |
| Noblis | Trustee (Chair until 2020) | Former | Science/technology strategy org |
| National Air and Space Museum Advisory Board | Member; chaired Advancement Committee | Former | Museum advisory leadership |
| Radia, Inc.; Sunrise Transportation Holdings | Advisory Board Member | Current | Advisory to private companies |
| Cobham plc; Aireon; NASA National Advisory Council | Board/Advisory | Recently served | Avionics, surveillance, aerospace advisory |
Board Governance
- Independence: The Board determined Ms. Blakey qualifies as “independent” under NYSE rules .
- Committee Assignments:
- Compensation Committee: Chair (members: Sergio Pedreiro, Marion Blakey, Paul Eremenko, Gerard DeMuro; DeMuro is not independent under controlled company exemptions) .
- Audit Committee: Member (Audit Chair: Sergio Pedreiro; members initially Pedreiro, Blakey, María Cordón) .
- Post‑Meeting Update: Following María Cordón’s resignation, Paul Eremenko was appointed to the Audit Committee (May 23, 2025) .
- Attendance: The Board met 9 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings .
- Structure: EVEX is a controlled company under NYSE rules (majority voting power held), availing itself of exemptions on compensation and nominating/governance committees; Board chair is Luis Carlos Affonso; CEO is Johann Bordais .
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee Chair Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2023 | 60,000 | Compensation Chair fee approved July 2023 (prorated); Board policy: Comp Chair $20,000, Audit Chair $25,000 | 68,333 |
| 2024 | 60,000 | Compensation Committee Chair $20,000 | 80,000 |
Notes:
- Non‑employee directors receive $60,000 annual cash retainer; additional annual retainer for chairs: Audit Chair $25,000; Compensation Chair $20,000 .
Performance Compensation
| Year | Equity Type | Grant Details | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2023 | RSUs | 15,000 RSUs (annual grant) | 137,250 | Board changed policy in 2023 to 1‑year vesting for director annual grants |
| 2024 | RSUs | Annual RSU grant sized to $150,000; 28,249 RSUs calculated using price per share assumptions ($5.31), ASC 718 value per share referenced $5.35 | 151,132 | Vests on first anniversary of grant date |
- Director annual equity: RSUs with time‑based vesting; no disclosed performance metrics for director awards .
Other Directorships & Interlocks
| Company | Relationship to EVEX | Potential Interlock/Conflict Consideration |
|---|---|---|
| Sun Country Airlines | Airline; potential future eVTOL customer ecosystem | No disclosed related‑party transactions; advisory exposure to airline operations could inform EVEX market strategy |
| Alaska Airlines Group | Airline | “Recently served”; no EVEX transactions disclosed |
| Aerojet Rocketdyne | Aerospace/defense supplier | Former role; no EVEX RPT disclosures tied to Blakey |
| Cobham plc; Aireon | Avionics/surveillance | “Recently served”; no EVEX RPT disclosures tied to Blakey |
- Related‑Party Transactions: EVEX has material agreements with Embraer (Master Services Agreement: $82.8M in 2024; Shared Services: $1.08M in 2024), and with Atech ($3.63M in 2024); oversight of related‑person transactions sits with the Audit Committee. No transactions are disclosed as tied to Ms. Blakey personally .
Expertise & Qualifications
- Deep aviation governance and regulatory expertise (FAA/NTSB/NHTSA leadership) .
- Aerospace industry leadership (AIA, Rolls‑Royce North America) and boardroom experience across airlines and aerospace .
- Recognized with Henderson Trophy, Aviation Week Laureate Award, Wright Brothers Memorial Trophy, Carol B. Hallett Award, L. Welch Pogue Award .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Marion C. Blakey | 30,000 | <1% | As of April 2, 2025; EVEX outstanding shares: 297,644,298 |
- Director Stock Ownership Policy: Non‑employee directors must own shares equal in value to 5× the annual cash retainer within 5 years of joining the Board .
- Hedging/Pledging: Company policy prohibits directors from hedging, holding EVEX/Embraer securities in margin accounts, or pledging EVEX/Embraer securities as collateral .
- Options/Derivatives: No director option awards are disclosed; director equity is delivered in RSUs .
Governance Assessment
- Strengths:
- Independent director with extensive regulatory and aviation leadership, valuable for EVEX’s certification, safety, and market entry .
- Chairs Compensation Committee; clear, modest cash retainer and time‑vested equity align director pay with long‑term value while limiting risk incentives .
- Audit Committee membership underscores oversight of financial reporting and related‑party controls; committee reviews RPTs under formal policy .
- Prohibitions against hedging and pledging strengthen alignment and reduce risk to shareholders .
- Risks/Watch‑Items:
- Controlled company structure reduces governance requirements; Compensation Committee includes a non‑independent member (DeMuro), which may raise pay governance concerns despite Blakey’s chair role .
- EVEX’s material related‑party dependence on Embraer (MSA, Shared Services, facility lease) heightens conflict‑risk at the company level; continued strong Audit Committee oversight remains critical .
- Attendance disclosure is threshold‑based (≥75%) rather than individual rates; continued monitoring of director engagement is warranted .
- Signals:
- 2025 shareholder meeting: all Class III nominees elected with strong support; auditor ratified—no adverse signals from voting outcomes .
- Compensation structure shows balanced cash/equity; RSUs vest annually and avoid option‑risk—appropriate for controlled company context .
RED FLAGS: None disclosed specific to Ms. Blakey (no related‑party ties, no pledging, no hedging). Committee non‑independence (one member) and high related‑party activity at EVEX are structural governance risks to monitor .
Appendix: Committee Snapshot and Attendance
- Compensation Committee: Chair—Marion C. Blakey; Members—Sergio Pedreiro, Paul Eremenko, Gerard J. DeMuro (not independent) .
- Audit Committee: Chair—Sergio Pedreiro; Members—Marion C. Blakey, María Cordón; post‑May 23, 2025—Paul Eremenko appointed following Cordón’s resignation .
- Attendance: Board met 9 times in 2024; each incumbent director attended at least 75% of Board/committee meetings .