Ray Robinson
PROG HoldingsAbout Ray M. Robinson
Ray M. Robinson, age 77, is PRG’s independent Chairman (Chair since April 2014; director since November 2002). He is a former AT&T executive with decades of operational leadership, previously serving as President of AT&T’s Southern Region and CEO of AT&T Tridom, among other senior roles. He currently serves on the boards of FTAI Aviation Ltd. and FTAI Infrastructure, Inc., and is non-executive Chairman of Citizens Bancshares Corporation/Citizens Trust Bank; he is Vice Chairman of the East Lake Community Foundation. The board has explicitly determined Robinson is independent under NYSE rules and he chairs executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T | President, Southern Region; CEO, AT&T Tridom; VP roles including Operations (Business Customer Care), Outbound Services, and Public Relations | 1968–2003 | Senior operating leadership; large-scale operations management |
| RailAmerica, Inc. | Director | 2010–2012 | Public company board service |
| Avnet, Inc. | Director | 2000–2018 | Public company board service |
| Acuity Brands, Inc. | Director | 2001–2023 | Public company board service |
| American Airlines Group, Inc. | Director | 2005–2023 | Public company board service |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| FTAI Aviation Ltd. | Director | Current | Public company |
| FTAI Infrastructure, Inc. | Director | Current | Public company |
| Citizens Bancshares Corp. & Citizens Trust Bank | Director; Non-executive Chairman | Since 2003 | OTC since 2017; bank subsidiary not publicly traded |
| East Lake Community Foundation | Vice Chairman | Since Nov 2003 | Community leadership |
Board Governance
- Roles and independence: Chairman; board has determined Robinson is independent under NYSE rules; executive sessions of independent directors are held frequently and chaired by Robinson .
- Committee memberships (2024): Compensation & Human Capital Committee (member); Nominating, Governance & Corporate Responsibility Committee (member). Compensation Committee members in 2024 were Curling (Chair), Betty, Day, and Robinson; Nominating members included Betty (Chair), Martinez, Robinson, Sheu, Smith .
- Attendance and engagement: Board met 7 times in 2024; Audit 8; Compensation 5; Nominating 4. Each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting (May 15, 2024) .
- Leadership structure: Roles of Chairman and CEO are separated; CEO serves on the board to bridge management and directors .
- Retirement policy waiver: The board waived its age-75 retirement guideline to nominate Robinson (age 77) for re-election in 2024 and reaffirmed the waiver in 2025, citing his effective leadership, institutional knowledge, and continued value .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Annual cash retainer (non-employee director) | $100,000 |
| Additional Chairman cash retainer | $125,000 |
| Committee chair fees applicable to Robinson | $0 (not a chair of Audit/Comp/Nominating) |
| Fees earned or paid in cash (Robinson) | $225,000 |
| Equity award grant-date fair value (Robinson) | $150,000 |
| Total director compensation (Robinson) | $375,000 |
Performance Compensation
Directors receive annual time-based RSUs; no performance metrics apply to director equity. Vesting is generally one year post-grant.
| Award Detail | 2024 | 2025 |
|---|---|---|
| RSU grant date | May 2024 | May 7–9, 2025 |
| RSU units (Robinson) | 4,151 | 5,592 |
| Grant-date value/price | $150,000 fair value | $26.82 per unit (grant price) |
| Vesting schedule | Expected to vest May 15, 2025 | Expected to vest May 7, 2026 |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| FTAI Aviation Ltd. | Director | No PRG-related transactions disclosed; sector distinct from PRG |
| FTAI Infrastructure, Inc. | Director | No PRG-related transactions disclosed |
| Citizens Bancshares/Trust Bank | Director; Non-executive Chairman | No PRG-related transactions disclosed; banking relationship not cited |
Expertise & Qualifications
- Extensive public company board experience and governance expertise; senior operating leadership at scale from AT&T .
- Independent Chairman with separated CEO/Chair roles; chairs independent executive sessions, supporting oversight effectiveness .
- Board affirmed retirement-policy waiver due to effective leadership and institutional knowledge, balancing refreshment with continuity .
Equity Ownership
| Ownership Metric | As of 12/31/2024 | As of 3/10/2025 |
|---|---|---|
| Beneficial ownership (Robinson) | — | 37,394 shares; <1% of class |
| Unvested RSUs outstanding | 4,151 units (May 2024 grant) | 5,592 units (May 2025 grant) |
| Stock ownership guideline | $400,000 minimum; all directors in compliance | |
| Shares pledged as collateral | Not disclosed; no pledging noted in proxy |
Insider Trades (Form 4s)
| Date | Action | Securities | Price | Vesting | Source |
|---|---|---|---|---|---|
| May 15, 2024 (filed May 17, 2024) | RSU award (annual non-employee grant) | 4,151 RSUs | $36.13 | Expected May 15, 2025 | |
| May 7–9, 2025 (filed May 9, 2025) | RSU award (annual non-employee grant) | 5,592 RSUs | $26.82 | Expected May 7, 2026 |
Governance Assessment
- Board effectiveness: Robinson’s independence, chair role, and leadership of executive sessions support strong oversight; attendance met or exceeded 75% thresholds; annual meeting attended .
- Compensation alignment: Director pay blends cash and equity; as Chairman he receives an additional $125,000 cash retainer; annual RSUs are time-based and align interests without short-term performance gaming .
- Conflicts/related-party exposure: Proxy discloses no related party transactions involving directors since Jan 1, 2024; Audit Committee oversees related-party policies .
- Refresh/tenure signal: Retirement-policy waiver at age 77 indicates board prioritizes continuity and Robinson’s contributions; refreshment continued with five new independent directors since 2020, balancing tenure mix .
- RED FLAGS: None disclosed regarding related-party transactions, pledging, or attendance; note age-policy waiver requires continued monitoring of succession and board refresh cadence .