Robin Hayes
Director at KEY
Board
About Robin N. Hayes
Robin N. Hayes (age 58) is an independent director of KeyCorp since 2020. He is Chief Executive Officer of Airbus Americas, Inc. (since June 2024) and formerly served as CEO, President, and Chief Commercial Officer of JetBlue Airways, following a 19-year career at British Airways; he also serves on the board of KeyBank National Association and is a director of Make‑a‑Wish Connecticut . The Board has determined Hayes is independent under NYSE and KeyCorp standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Airbus Americas, Inc. | Chief Executive Officer | Jun 2024–present | Leads North American affiliate of global aerospace/defense manufacturer |
| JetBlue Airways Corporation | Chief Executive Officer | 2015–2024 | Led technology, operations, customer service innovation; market-leading initiatives |
| JetBlue Airways Corporation | President | 2014–2015 | Executive leadership across operations |
| JetBlue Airways Corporation | Chief Commercial Officer | 2008–2014 | Oversaw commercial strategy and sales |
| British Airways Plc | Various management roles | 19 years | Oversaw international markets, including Americas |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KeyBank National Association (subsidiary) | Director | Current | Subsidiary board of KeyCorp |
| Make‑a‑Wish Connecticut | Director | Current | Non‑profit governance |
| JetBlue Airways Corporation | Director | 2015–2024 | Prior public company directorship |
Board Governance
- Committee assignments: Audit Committee member (appointed July 1, 2024; committee held 14 meetings in 2024), Technology Committee member (5 meetings in 2024). Previously served on the Risk Committee until July 1, 2024 .
- Chair roles: None for Hayes (Audit chaired by Hipple; Technology chaired by Dallas) .
- Independence: Board determined Hayes is independent; all standing committees consist solely of independent directors .
- Attendance: Board met 7 times in 2024; directors averaged ~98% attendance; no director attended <75% of aggregate Board and committee meetings .
| Governance Metric | 2024 Detail |
|---|---|
| Board Meetings Held | 7 |
| Avg. Director Attendance | ~98% |
| Audit Committee Meetings | 14 |
| Technology Committee Meetings | 5 |
| Independence Status (Hayes) | Independent |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $115,000 | Includes base retainer and applicable committee member fees (prorated for committee changes in 2024) |
| Stock Awards (Deferred Shares) | $139,987 | Grant of 9,283 fully‑vested deferred shares (RSUs), granted May 9, 2024; 50% payable in shares and 50% in cash at the 3‑year mark unless further deferred |
| Total | $254,987 | Sum of cash and stock awards |
Director compensation program (standard schedule):
| Annual Compensation Element | 2024 ($) | 2025 ($) |
|---|---|---|
| Cash Retainer | 100,000 | 105,000 |
| Deferred Share Award (equity) | 140,000 | 145,000 |
| Lead Director Retainer | 45,000 | 50,000 |
| Committee Chair – Audit | 40,000 | 40,000 |
| Committee Chair – Risk | 40,000 | 40,000 |
| Committee Chair – Compensation & Organization | 25,000 | 25,000 |
| Committee Chair – Technology | 25,000 | 25,000 |
| Committee Chair – Nominating & Corporate Governance | 25,000 | 25,000 |
| Committee Member – Audit | 15,000 | 15,000 |
| Committee Member – Risk | 15,000 | 15,000 |
| Extraordinary Service Retainer (as applicable) | 15,000 | 15,000 |
Deferral: Directors may elect to defer cash retainer into deferred shares payable in stock at a future date under the Directors’ Deferred Share Sub‑Plan .
Performance Compensation
| Equity Vehicle | Grant Date | Shares Granted | Grant‑Date Fair Value | Vesting/Settlement Terms |
|---|---|---|---|---|
| Deferred Shares (RSUs) | May 9, 2024 | 9,283 | $140,000 | Minimum 3‑year deferral; payout 50% shares/50% cash at 3 years unless further deferral elected (then 100% shares at elected date) |
- Performance metrics: None tied to director equity awards (deferred shares are time/deferred settlement units; not performance‑contingent) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| JetBlue Airways Corporation (prior) | Director (2015–2024) | No related‑party transactions with KeyCorp disclosed; independence affirmed |
| Airbus Americas, Inc. (current executive role) | CEO | No related‑party transactions with KeyCorp disclosed; Board reviewed ordinary‑course banking/credit relationships and found them immaterial and compliant; independence maintained |
Expertise & Qualifications
- Extensive operational, marketing, and sales leadership across aviation; responsible for market‑leading innovation in technology, operations, and customer service at JetBlue .
- International market oversight (Americas region at British Airways) and current leadership of a major aerospace business; brings relevant technology/cyber and operational oversight for Technology Committee work .
Equity Ownership
| Category | Amount |
|---|---|
| Common Shares | 18,236 |
| Deferred Shares (payable within 60 days if separation) | 17,867 |
| Total Beneficial Ownership | 36,103 |
| Other Deferred Shares Owned (further deferrals, payable only on elected date) | 18,846 |
| Combined Beneficial + Other Deferred | 54,949 |
- Ownership %: No director individually beneficially owns ≥1% of outstanding shares (all directors/executives collectively below 1%) .
- Stock ownership guidelines: Non‑employee directors must, by the 5th anniversary of initial election, own Key equity equal to at least 5× the annual retainer and hold at least 1,000 directly owned shares; executives/directors also subject to post‑vesting holding and strong ownership policies .
- Hedging/pledging: Prohibited for directors and employees under KeyCorp’s Insider Trading Policy .
Governance Assessment
- Board effectiveness: Hayes contributes financial reporting oversight on Audit and technology/cyber oversight on Technology; independence affirmed; committee composition entirely independent; robust meeting cadence and strong overall attendance (~98%) support board effectiveness and investor confidence .
- Compensation alignment: Director pay is balanced between fixed cash retainer and equity via deferred shares with multi‑year deferral; year‑over‑year program updates modest (+$5k cash retainer and +$5k equity award for 2025), consistent with market benchmarking by CAP; no performance metrics for director equity, consistent with market practice .
- Ownership alignment: Hayes holds 36,103 beneficial shares and additional further deferred shares; strong policies prohibit hedging/pledging and impose ownership guidelines (5× retainer by year 5) though individual compliance status is not disclosed in the proxy .
- Shareholder signals: 2025 say‑on‑pay advisory vote passed (For: 570,696,333; Against: 332,498,701; Abstain: 2,099,656; Broker non‑vote: 84,541,479), and all director nominees, including Hayes, received more “For” than “Against” votes (Hayes For: 896,480,516; Against: 7,911,967; Abstain: 902,005; broker non‑vote: 84,541,479) .
- Conflicts/related parties: The Board’s annual independence review found directors’ ordinary‑course banking/credit/wealth relationships immaterial and compliant; no related‑party transactions implicating Hayes disclosed; Regulation O compliance confirmed for covered loans .
RED FLAGS: None disclosed for Hayes regarding attendance, related‑party transactions, hedging/pledging, or director pay anomalies; director equity is time/deferred rather than performance‑based, which is standard but provides less direct pay‑for‑performance linkage at the director level .