Ray M. Robinson

About Ray M. Robinson

Ray M. Robinson (age 77) has served as an independent director of FTAI Aviation Ltd. since May 2015. 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 Infrastructure Inc. (Nasdaq: FIP) and PROG Holdings, Inc. (NYSE: PRG), and has extensive prior public company directorships, bringing sales, marketing, and operations expertise to FTAI’s board .

Past Roles

Organization	Role	Tenure	Committees/Impact
AT&T Corporation	President, Southern Region	1996–2003	Senior leadership with sales, marketing, and operational oversight
East Lake Golf Club	President; President Emeritus	President: May 2003–Dec 2005; Emeritus since Dec 2005	Civic leadership; community engagement
East Lake Community Foundation	Chairman; Vice Chairman	Chair: Nov 2003–Jan 2005; Vice Chair since Jan 2005	Community foundation governance

External Roles

Organization	Role	Status/Tenure	Notes
Citizens Trust Bank	Non‑Executive Chairman	Since May 2003	Banking leadership
FTAI Infrastructure Inc. (FIP)	Director	Current	Interlock with FTAI; FTAI CEO Joseph P. Adams is Chairman of FIP
PROG Holdings, Inc. (PRG)	Director	Current	Public company board service
Aaron’s Inc.; Acuity Brands Inc.; American Airlines Group Inc.; Avnet, Inc.; Choicepoint Inc.; Mirant Corporation; RailAmerica, Inc.	Director	Prior	Multiple prior public boards

Board Governance

Independence: The board determined Mr. Robinson is independent under Nasdaq standards .
Attendance: In 2024, the board met 13 times; no director attended fewer than 75% of board and committee meetings on which they served .
Lead Independent Director: Company has no lead independent director; executive sessions are presided over by independent committee chairs on a rotating basis .
Anti‑hedging/pledging: Directors are prohibited from hedging or pledging company stock, with limited exceptions .

Committee	Role	2024 Meetings	Notes
Compensation Committee	Chair	4	Oversees executive compensation, incentive plans, and director pay; Robinson chairs
Audit Committee	Member	7	Financial reporting, auditor oversight; committee wholly independent
Nominating & Corporate Governance Committee	Member	1	Board composition and governance principles; committee wholly independent

Fixed Compensation

Component (2024)	Amount	Structure/Notes
Annual non‑employee director compensation	$175,000	General program level; directors may elect to receive fees in fully‑vested Ordinary Shares
Special committee fee (Internalization)	$25,000	One‑time payment for service on special committee
Audit chair premium	$0	Audit chair fee is $10,000, but Goodwin is chair; not applicable to Robinson
Total reported (Ray M. Robinson)	$200,000	Paid entirely as “Share Awards”; cash fees $0; option awards $—

Director compensation is evaluated annually by the Compensation Committee (comprised entirely of independent directors) .

Performance Compensation

Equity Element	Detail	Vesting/Terms
Initial director options	5,000 options (one‑time grant)	Fully‑vested options granted to non‑employee directors upon first board meeting attended; Robinson holds fully vested options to purchase 5,000 Ordinary Shares
Form of ongoing equity	Fully‑vested Ordinary Shares (at election)	Fees may be paid in fully‑vested shares rather than cash, subject to independence constraints and plan rules

The 2025 Omnibus Incentive Plan includes clawback coverage for awards and an annual director compensation limit, reinforcing governance controls around equity grants to directors .

Other Directorships & Interlocks

Company	Relationship to FTAI	Interlock/Conflict Considerations
FTAI Infrastructure Inc. (FIP)	Sister company; FTAI CEO Joseph P. Adams is FIP Chairman	Board interlock exists (Robinson and Adams at FIP); monitor for any potential related‑party transactions or recusals if cross‑company dealings arise
PROG Holdings, Inc. (PRG)	Unrelated industry	No disclosed transactions with FTAI
Citizens Trust Bank	Private/financial services	No disclosed transactions with FTAI

FTAI’s related‑party disclosure notes an employment relationship for a relative of an executive officer but does not disclose any related‑party transactions involving Robinson .

Expertise & Qualifications

Extensive public company board experience across transportation, industrials, and consumer sectors .
Senior operating leadership at AT&T with sales/marketing depth and operational skills .
Civic and community leadership credentials (East Lake entities), indicating stakeholder engagement .

Equity Ownership

Holder	Shares Beneficially Owned	% of Class	Options Exercisable (≤60 days)
Ray M. Robinson	58,739	<1%	5,000
Citations: (beneficial ownership and % of class indicator), (options exercisable within 60 days noted for Robinson)

Shares outstanding as of April 1, 2025: 102,555,975 Ordinary Shares .
Anti‑hedging and anti‑pledging policies apply to directors; pledging is prohibited (exceptions only in limited circumstances), supporting alignment with long‑term shareholder interests .

Governance Assessment

Positive signals:
- Independent director with strong attendance and engagement; board and all three committees on which he serves are fully independent .
- As Compensation Committee Chair, oversaw transition to structured executive pay with objective metrics (2025 bonuses tied 75% to Adjusted EBITDA; PSUs tied to relative TSR vs S&P 400 and adjusted EPS), and use of independent consultant FW Cook with no conflicts identified .
- Director fee election in equity (2024: all share awards, $200,000) suggests ownership alignment; initial director options are fully vested but modest in size .
- Strong governance architecture: anti‑hedging/anti‑pledging for directors, clawback coverage under the 2025 plan, and annual director compensation caps .
Watch items / potential conflicts:
- Board interlock with FIP (Robinson director; Adams Chairman) warrants monitoring for any cross‑company transactions; no related‑party transactions involving Robinson disclosed in the proxy .
- Absence of a lead independent director; executive sessions rotate among committee chairs, which mitigates but does not substitute for a dedicated lead independent voice .

No insider trading transactions for Robinson are disclosed in the proxy; beneficial ownership and option holdings are provided in the Security Ownership section .