Rejji Hayes
FortiveAbout Rejji Hayes
Independent director of Fortive and Audit Committee Chair; member of the Finance Committee. He is Executive Vice President and Chief Financial Officer of CMS Energy Corporation since 2017, with prior roles as CFO and VP Finance/Treasurer at ITC Holdings, and earlier strategy/finance roles at Exelon, Lazard Freres & Co., and Bank of America Securities. He holds a BA from Amherst College and an MBA from Harvard Business School. Fortive’s Board affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CMS Energy Corporation | Executive Vice President & Chief Financial Officer | 2017–present | Oversees treasury, tax, IR, accounting, FP&A, internal audit, supply chain, corporate safety; capital financing strategy . |
| EnerBank USA® (CMS subsidiary) | Chairman of the Board | Prior service (dates not specified) | Governance and oversight of a nationwide provider of home improvement loans . |
| ITC Holdings Corp. | Chief Financial Officer; VP Finance & Treasurer | CFO: 2014–2016; VP Finance/Treasurer: 2012–2014 | Corporate finance, capital markets, M&A . |
| Exelon Corporation | Strategy/finance leadership | Not disclosed | Energy sector finance and risk management experience . |
| Lazard Freres & Co.; Bank of America Securities | Financial leadership roles | Not disclosed | Capital markets and corporate finance . |
External Roles
| Organization | Position | Public Company Board? | Notes |
|---|---|---|---|
| CMS Energy Corporation | EVP & CFO | No (executive role, not a directorship) | External executive role; potential related-party exposure via ordinary-course transactions with Fortive subsidiaries (see Related Party section) . |
| Other US-listed boards | — | None | Fortive proxy lists no other current US-listed public company directorships for Hayes . |
Board Governance
- Committee assignments (as of 2025 proxy): Audit Committee Chair; Finance Committee member .
- Independence: Board determined nine of ten current directors (including Hayes) are independent under NYSE standards .
- Attendance: In 2024, the Board met seven times; all directors attended at least 75% of the aggregate Board and committee meetings; current directors attended Fortive’s virtual 2024 Annual Meeting. In 2023, the Board met nine times; all directors attended at least 75% of meetings .
- Board leadership: Fortive has an independent Chair (Sharmistha Dubey) with separated Chair/CEO roles; independent directors meet in executive session following regularly scheduled meetings .
- Risk oversight: Audit Committee (which Hayes chairs) oversees financial controls, compliance, major financial/privacy/security risks, and cybersecurity; all Audit Committee members are “audit committee financial experts” and financially literate under NYSE rules .
Fixed Compensation
Director compensation policy (non-employee directors):
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer | $105,000 | Payable in cash or RSUs at director’s election . |
| Annual equity award | $200,000 | 75% RSUs / 25% options; options fully vested at grant; RSUs vest at earlier of 1 year or immediately prior to next annual meeting . |
| Audit Committee Chair retainer | $25,000 | Payable in cash or RSUs . |
| Finance Committee member retainer | $10,000 | Payable in cash or RSUs . |
| Deferred Compensation Plan election | 0–100% of retainers into RSUs | Settlement deferred to death or selected post-retirement date . |
| Pledging/Hedging | Prohibited | Absolute prohibition on pledging; hedging prohibited under insider trading policy . |
Hayes-specific 2024 compensation (grant date fair values; ASC 718):
| Year | Fees Earned or Paid in Cash | Stock Awards (RSUs/retainer RSUs) | Option Awards | Total |
|---|---|---|---|---|
| 2024 | $5,000 | $268,456 | $57,412 | $330,868 |
| 2023 | $0 | $286,254 | $59,275 | $345,529 |
Footnote: Hayes elected to defer 100% of his annual retainer into RSUs in both 2023 and 2024 under the Non-Employee Director’s Deferred Compensation Plan .
Performance Compensation
Director equity structure and vesting:
| Equity Type | Allocation | Vesting | Other Terms |
|---|---|---|---|
| RSUs | 75% of annual equity value | Vest at earlier of 1 year post-grant or immediately prior to next annual meeting | Time-based; retainer deferrals in RSUs follow similar vesting; settlement deferred per election . |
| Stock Options | 25% of annual equity value | Fully vested at grant | Exercise price at grant date; options included in annual director grant . |
Stock ownership guideline (directors):
| Requirement | Definition of Beneficial Ownership | Exclusions |
|---|---|---|
| 5x annual cash retainer within 5 years of appointment | Includes time-based RSUs and shares with direct/indirect interest | Excludes unexercised stock options; excludes equity with performance-based vesting requirements . |
Other Directorships & Interlocks
| Relationship | Nature | 2024 Amount | 2023 Amount | Materiality/Policy |
|---|---|---|---|---|
| CMS Energy (Hayes EVP & CFO) | Ordinary-course sales by Fortive subsidiaries to CMS Energy | ~$300,000 | ~$300,000 | <0.2% of revenues for Fortive and CMS; reviewed under Related Person Transactions Policy; arm’s-length . |
The Nominating & Governance Committee administers Fortive’s Related Person Transactions Policy and annually reviews ongoing related-party transactions .
Expertise & Qualifications
- Financial, capital markets and corporate finance expertise; extensive CFO experience in the energy sector (CMS Energy, ITC). Strong risk management, accounting/financial reporting, valuation, M&A, ESG/regulatory and cybersecurity experience .
- Audit Committee Chair; Audit Committee members (including Hayes) are designated “audit committee financial experts” and financially literate .
- No other current US-listed public company directorships, reducing external board interlock risk .
Equity Ownership
Unvested RSUs and stock options held (director awards):
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Unvested RSUs (count) | 4,275 | 3,680 |
| Fortive stock options outstanding (count) | 4,210 (all fully vested) | 6,200 (all fully vested) |
Note: Fortive prohibits directors from pledging or hedging company stock .
Governance Assessment
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Strengths
- Independent director and Audit Committee Chair with deep CFO and capital markets experience; Audit Committee oversight includes cybersecurity; members designated as financial experts under SEC rules .
- Strong director alignment features: ability to defer 100% of retainers into RSUs; stock ownership guideline of 5x retainer; RSU vesting aligned to annual meeting cadence; pledging/hedging prohibitions .
- Board governance quality: independent Chair, executive sessions, majority voting, proxy access, and robust shareholder outreach; 2025 say‑on‑pay approval at 92.06% suggests investor support for compensation governance .
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Potential conflicts and mitigants
- Related‑party exposure via Fortive subsidiaries’ sales to CMS Energy (where Hayes is CFO) is disclosed and small (~$300k in 2024 and 2023, each <0.2% of revenues); transactions are ordinary-course at arm’s length and subject to annual review under Fortive’s Related Person Transactions Policy administered by the Nominating & Governance Committee .
- No other public company board appointments reduce interlock complexity; independence affirmed by the Board .
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Engagement and attendance
- Board and committee attendance thresholds met; directors attended the 2024 Annual Meeting, supporting engagement expectations for oversight quality .
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Compensation reasonableness
- Director pay structure is standard for S&P 500 industrials (cash retainer + largely time‑based equity), with incremental committee fees appropriate for Audit Chair and Finance member responsibilities; Hayes elected to defer retainers into RSUs, enhancing ownership alignment .
Additional Context Signals
- Board refreshment: Appointment of Gregory J. Moore, M.D., Ph.D., to the Board and committees (Feb 26, 2025); transition of independent Chair role to Sharmistha Dubey (Jan 28, 2025), both consistent with active refreshment and clear leadership independence .