Ray M. Robinson
About Ray M. Robinson
Ray M. Robinson, age 77, has served as an independent director of FTAI Infrastructure Inc. (FIP) since August 2022. He is the non‑executive chairman of Citizens Trust Bank (since May 2003) and previously served as President of the Southern Region of AT&T Corporation (1996–2003) . He currently sits on the boards of FTAI Aviation Ltd. (Nasdaq: FTAI) and PROG Holdings, Inc. (NYSE: PRG), and the FIP Board determined he qualifies as an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Corporation | President, Southern Region | 1996–2003 | Senior operating leadership; sales/marketing and operations expertise |
| East Lake Golf Club (Atlanta) | President; President Emeritus | President: May 2003–Dec 2005; Emeritus since Dec 2005 | Civic leadership; stewardship of club/community resources |
| East Lake Community Foundation | Chairman; Vice Chairman | Chairman: Nov 2003–Jan 2005; Vice Chair since Jan 2005 | Community impact and governance leadership |
External Roles
| Organization | Role | Public Company? | Tenure |
|---|---|---|---|
| FTAI Aviation Ltd. (FTAI) | Director | Yes | Current |
| PROG Holdings, Inc. (PRG) | Director | Yes | Current |
| American Airlines Group Inc. (AAL) | Director | Yes | Prior |
| Avnet, Inc. | Director | Yes | Prior |
| Choicepoint Inc. | Director | Yes (historical) | Prior |
| Mirant Corporation | Director | Yes (historical) | Prior |
| RailAmerica, Inc. | Director | Yes (historical) | Prior |
| Aaron’s Inc. | Director | Yes | Prior |
| Acuity Brands Inc. | Director | Yes | Prior |
| Citizens Trust Bank | Non‑Executive Chairman | No (bank) | Since May 2003 |
Board Governance
- Classified board with five directors: Robinson is Class II, term expiring 2027; age 77 .
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Corporate Governance Committee; all committees are entirely independent .
- Independence: Board determined Robinson qualifies as independent under Nasdaq standards .
- Attendance: In 2024, the board met six times; Audit met five times; Compensation met two; Nominating met one; no director attended fewer than 75% of meetings of the board and committees on which they served .
- Executive sessions: Non‑management directors hold executive sessions; presiding director rotates among committee chairs; company has no lead independent director .
- Audit Committee Financial Expert: James L. Hamilton (Chair) designated; Robinson serves on the Audit Committee that oversees financial reporting and auditor independence .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual non‑employee director compensation | $150,000 | Policy level for non‑employee directors (excluding Mr. Adams and Mr. Rinklin) |
| Audit Committee Chair fee (if applicable) | $10,000 | Applies to Audit Chair (not Robinson) |
| 2024 Fees Earned (Robinson) | $75,000 | Cash fees |
| 2024 Share Awards (Robinson) | $75,000 | Equity taken in lieu of cash per policy |
| 2024 Total (Robinson) | $150,000 | Mix of cash and stock |
- Directors may elect to receive fees in shares based on grant‑date value, provided independence requirements are maintained and grants occur under a shareholder‑approved plan or are otherwise Nasdaq‑exempt .
Performance Compensation
| Equity Vehicle | Grant/Status | Detail | Vesting/Terms |
|---|---|---|---|
| Initial director stock options | One‑time grant | Fully vested options to purchase 5,000 shares upon first board meeting attended (general policy) | Exercise price at fair market value on grant date; fully vested at grant |
| Robinson options outstanding (12/31/2024) | 10,000 options | Robinson held fully vested options to purchase 10,000 shares | Fully vested; exercisable per plan |
| Plan change‑in‑control features | Applies to options | All options granted to the Manager become fully exercisable upon change of control or termination of Manager services; Tandem/director options governed by award agreements; Tandem options fully vest/exercise if holder terminated without cause within 12 months post‑CoC |
- No disclosed director performance metrics (e.g., TSR, EBITDA) tied to director compensation; director equity awards are service‑based or elective fee‑in‑stock per policy .
- Compensation Committee (chaired by Robinson) oversees director compensation and annual review of the external Management Agreement; in 2024 it advised no contractual basis to terminate and deemed fees fair .
Other Directorships & Interlocks
- Interlocks: Robinson serves on FTAI Aviation’s board; FIP’s Chairman (Joseph P. Adams, Jr.) is CEO/Chair of FTAI Aviation, indicating potential information flow across affiliated entities managed historically by Fortress .
- Current external boards: FTAI Aviation (FTAI), PROG Holdings (PRG) .
- Prior external boards include American Airlines Group (AAL), Avnet, Choicepoint, Mirant, RailAmerica, Aaron’s, Acuity Brands .
Expertise & Qualifications
- Extensive public company board experience; sales/marketing and operational expertise from senior leadership roles, notably AT&T .
- Community/civic leadership roles at East Lake Golf Club and East Lake Community Foundation .
- Selected for board service due to operational skills and governance experience .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Options Exercisable ≤60 Days |
|---|---|---|---|
| Ray M. Robinson | 106,839 | <1% | 10,000 |
- Beneficial ownership includes shares issuable upon exercise of options exercisable within 60 days; “Percent of Class” denotes less than 1% for Robinson .
- Insider trading/hedging: Company policy prohibits hedging or short‑selling of Company securities by directors and officers .
Governance Assessment
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Strengths:
- Independent director with deep operating and board experience; active committee leadership as Compensation Chair; full committee independence enhances oversight quality .
- Solid engagement: no attendance shortfalls; active Audit and Nominating participation; rotating executive session presider reinforces independent oversight .
- Transparent director fee/equity mix; elective stock fee supports alignment without complex performance metrics .
-
Risk factors and potential conflicts (monitoring focus):
- External management model (Fortress affiliate) with option grants to Manager and related‑party arrangements (office sublease; Jefferson Terminal interests) introduces conflict‑risk; Compensation Committee (chaired by Robinson) annually reviews fairness, but investors should monitor rigor and outcomes .
- GCM Investor Rights and Series B Preferred terms (board seat, financing constraints, conversion caps) add governance complexity; while Robinson is not the GCM designee, board dynamics warrant scrutiny around stakeholder priorities .
- Interlock with FTAI Aviation through shared leadership networks may create perceived conflicts; continued disclosure and recusals where appropriate are key .
-
Signals:
- Compensation Committee Report signed by Robinson indicates active oversight; committee concluded no basis to terminate the Management Agreement and that fees are fair—investors should evaluate performance outcomes alongside oversight conclusions .
- No hedging allowed; director equity and fee‑in‑stock elections support alignment; no pledging disclosure noted .
Key takeaway: Robinson is an experienced, independent director with meaningful committee leadership. Primary governance sensitivities stem from the external management structure and investor rights overlays; monitoring Compensation Committee rigor and related‑party transactions remains critical to investor confidence. **[1899883_0001140361-25-014068_ny20044762x1_def14a.htm:11]** **[1899883_0001140361-25-014068_ny20044762x1_def14a.htm:15]** **[1899883_0001140361-25-014068_ny20044762x1_def14a.htm:32]** **[1899883_0001140361-25-014068_ny20044762x1_def14a.htm:33]** **[1899883_0001140361-25-014068_ny20044762x1_def14a.htm:34]** **[1899883_0001140361-25-014068_ny20044762x1_def14a.htm:39]** **[1899883_0001140361-25-014068_ny20044762x1_def14a.htm:40]**