Rita Hayes
About Rita Hayes
Independent director at FG Nexus Inc. (FGNX), appointed January 11, 2019; age 82 as of the 2025 record date. Former Deputy U.S. Trade Representative and Ambassador to the WTO; Deputy Director General at WIPO; Senior Advisor at Hogan & Hartson in Geneva; Chair of Hayes International Advisors since 2013. Education includes a B.A. from the University of Georgia and honorary doctorates from the College of Charleston and University of South Carolina. We believe her extensive public and private service uniquely qualifies her for board service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of U.S. Trade Representative | Deputy USTR; Ambassador to WTO; Acting USTR | Nov 1997–Aug 2001; Acting USTR Jan–Mar 2001 | Led U.S. trade negotiations, senior diplomatic oversight |
| WIPO | Deputy Director General | 2001–Dec 2006 | Senior leadership of UN agency; approved by 184 Member States |
| Hogan & Hartson LLP (Geneva) | Senior Advisor | Post-2006 appointment | Advisory on international matters |
| Hayes International Advisors, LLC | Chair | Since 2013 | Counsels industry/institutional leaders on economic, political, regulatory issues |
| International Chamber of Commerce | Expert, World Business Summit | 2008 | Subject-matter expertise recognition |
| USTR | U.S. Chief Textile Negotiator | 1996–1997 | Sector-specific trade negotiations |
| U.S. Congress | Chief of Staff to two Members | 1983–1992 | Legislative operations and policy management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hayes International Advisors, LLC | Chair | Since 2013 | Advises leaders on economic/political/regulatory issues |
| International Chamber of Commerce | Expert | 2008 | World Business Summit participation |
| Hogan & Hartson LLP (Geneva) | Senior Advisor | Post-2006 | International advisory after WIPO service |
No current public company directorships beyond FG Nexus are disclosed; prior roles are governmental/NGO/advisory.
Board Governance
- Independence: Board determined Rita Hayes is independent under Nasdaq/SEC rules; six of nine current directors are independent.
- Committee assignments (2025): Audit Committee member; Compensation & Management Resources Committee member; not a chair.
- Committee composition (2025): Audit (Wollney—Chair; Roschman; Hayes); Compensation (Mitchell—Chair; Hayes); Nominating (Govignon—Chair; Mitchell; Suh).
- Attendance: Board held 16 meetings in 2024; no director attended fewer than 75% of Board/committee meetings where they served.
- Annual meeting attendance: No formal policy; only two of seven directors serving in Dec 2024 attended the 2024 Annual Stockholders’ Meeting. In 2023, all six directors (including Ms. Hayes) attended.
- Board leadership: CEO/Chair roles combined; no Lead Independent Director. Independent committees provide oversight, but the lack of LID is a governance risk flag.
Fixed Compensation
Director compensation program (2024 terms):
| Element | Amount ($) |
|---|---|
| Annual board retainer (each director) | 50,000 |
| Additional retainer – Chairman of the Board | 75,000 |
| Additional retainer – Audit Committee chair | 15,000 |
| Additional retainer – Compensation Committee chair | 15,000 |
| Committee membership stipend (members, excl. chairs) | 2,000 |
| Expense reimbursement | Reasonable out-of-pocket |
Rita Hayes – 2024 director pay mix:
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash (special committee retainer) | 10,000 |
| Stock awards (incl. retainers paid in stock and annual RSUs) | 103,834 |
| Total | 113,834 |
| Note | Retainers were paid in stock during 2024 |
Performance Compensation
Non-employee director equity is time-based (not performance-based):
| Metric | Detail |
|---|---|
| Annual RSU grant value | $50,000 per director; 2024 annual RSUs were issued subsequent to Dec 31, 2024 (included in 2025 grants) |
| RSUs outstanding (12/31/2024) – Hayes | 2,238 RSUs |
| Vesting terms | Annual director RSU grants; specific vesting for director RSUs not itemized beyond annual issuance timing |
No director options or PSU performance metrics are disclosed for Ms. Hayes.
Other Directorships & Interlocks
| Company/Entity | Role | Committee/Chair | Interlock/Notes |
|---|---|---|---|
| FG Nexus Inc. | Director | Audit; Compensation (member) | Current board service |
| WIPO (prior) | Deputy Director General | — | International governance role; not a current corporate board |
| WTO (prior) | Ambassador; Deputy USTR | — | Government/diplomatic role |
No shared current public-company directorships or disclosed interlocks with FG Nexus competitors, suppliers, or customers for Ms. Hayes.
Expertise & Qualifications
- Trade/diplomacy: Senior roles at WTO/USTR; textile sector negotiation experience.
- IP governance: Deputy Director General at WIPO; cross-border regulatory expertise.
- International advisory: Senior Advisor in Geneva; Chair of consulting firm since 2013.
- Education: B.A. and multiple honorary doctorates; recognized expert at ICC World Business Summit.
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 9,694 |
| Ownership % of outstanding | Less than 1% (1, “*” per table) |
| Shares outstanding (Record Date) | 42,215,225 |
| RSUs outstanding (12/31/2024) | 2,238 |
| Options/warrants | None disclosed for Hayes |
| Hedging/pledging | Company policy prohibits hedging and pledging for directors |
| Stock ownership guidelines | Equity ownership encouraged; no specific multiple disclosed |
1: Beneficial ownership table uses “*” to indicate <1% for individual directors; no precise percentage disclosed.
Governance Assessment
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Strengths:
- Independent director with deep regulatory and international governance experience; serves on Audit and Compensation committees, supporting oversight functions.
- Board/committee attendance thresholds met; independent directors meet in executive session.
- Company prohibits hedging/pledging of company stock, aligning with investor-friendly practices.
- No related-party transactions disclosed involving Ms. Hayes; related-party items involve other directors/executives and affiliates.
-
Concerns/RED FLAGS:
- Combined CEO/Chair structure and no Lead Independent Director reduce independent counterbalance; elevates governance risk amid strategic shifts (digital assets focus).
- 2024 annual meeting had low director attendance (only 2 of 7); while Ms. Hayes attended the 2023 annual meeting, 2024 participation is not specified, raising engagement optics.
- Side letter granting OGroup LLC two board seats through July 22, 2028 could create influence dynamics; continued vigilance needed to ensure independent oversight.
- Director equity/ownership appears modest versus outstanding shares, limiting “skin-in-the-game”; RSUs are time-based rather than performance-linked.
-
Signals for investors:
- Audit Committee membership (with Wollney as financial expert) indicates continued financial oversight; Hayes participates in audit committee decisions.
- No Section 16 filing delinquencies called out for Hayes in 2024; company highlighted late filings for other individuals.
Overall: Hayes brings high-caliber international governance expertise and maintains independence, but board leadership concentration and external designation rights warrant attention for board effectiveness and investor confidence.