DEF 14A of FTAI Infrastructure Inc.
Filed Apr 12, 2024 · FY20230001140361-24-019616
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The first proposal is to elect one Class II director to serve until the 2027 annual meeting of shareholders and until their respective successors are duly elected or appointed and qualified. Our bylaws, as amended (the “Bylaws”), authorize the number of directors to be not less than three, nor more than nine. The number of directors on the board is currently fixed at four. Our Board of Directors is divided into three classes. The members of each class of directors serve staggered three-year terms. Our current Board of Directors is classified as follows:
ELECTION OF DIRECTORS
| Class | Term Expiration | Director | Age | | Class I | 2026 | James L. Hamilton | 69 | | Class II | 2024 | Ray M. Robinson | 76 | | Class III | 2025 | Joseph P. Adams, Jr. | 66 | | | | Judith A. Hannaway | 72 |
ELECTION OF DIRECTORS
The Board of Directors has unanimously proposed Ray M. Robinson as nominee for election as a Class II director. The director nominee currently serves on our Board of Directors. If elected at the Annual Meeting, Mr. Robinson will hold office until the 2027 annual meeting of shareholders and until his successor is duly elected or appointed and qualified, subject to earlier death, resignation or removal. Unless otherwise instructed, we will vote all proxies we receive FOR Ray M. Robinson. If the nominee becomes unable to stand for election as a director, an event that our Board of Directors does not presently expect, the proxy will be voted for a replacement nominee if one is designated by our Board of Directors. The Board of Directors recommends that you vote FOR the election of Ray M. Robinson to serve as our Class II director until the 2027 annual meeting of the shareholders and until his successor is duly elected or appointed and qualified.
Information Concerning Our Directors, Including the Director Nominee
Information Concerning Our Directors, Including the Director Nominee Set forth below is certain biographical information for our directors, including the director nominee, as well as the month and year each person was first elected as one of our directors. Each of our directors was selected because of the knowledge, experience, skill, expertise and diversity the director contributes to the Board of Directors as a whole. Our directors have extensive familiarity with our business and experience from senior positions in large, complex organizations. In these positions, they gained core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, and leadership development. The Nominating and Corporate Governance Committee believes that each of the directors also has key attributes that are important to an effective Board of Directors: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of origin, background, experience, and thought; and the commitment to devote significant time and energy to service on the Board of Directors and its committees. Of the four members of the Board of Directors, 25% are women and 25% are racially/ethnically diverse.
Information Concerning Our Directors, Including the Director Nominee
| Joseph P. Adams, Jr. Chairman since August 2022 | Mr. Adams has served as the Chairman of our Board of Directors since August 2022. He is a member of the Management Committee of Fortress Investment Group LLC (“Fortress”) and is a Managing Director at Fortress within the Private Equity Group. He serves as Chief Executive Officer and Chairman of the board of directors of FTAI Aviation Ltd. (Nasdaq: FTAI) (“FTAI Aviation”), which is also externally managed by FIG LLC (our “Manager”), and previously served as a member of the board of directors of Seacastle, Inc., SeaCube Container Leasing Ltd., Aircastle Limited and RailAmerica Inc. Previously, Mr. Adams was a partner at Brera Capital Partners and at Donaldson, Lufkin & Jenrette where he was in the |
Information Concerning Our Directors, Including the Director Nominee
| | transportation industry group. In 2002, Mr. Adams served as the first Executive Director of the Air Transportation Stabilization Board. Mr. Adams received a B.S. in Engineering from the University of Cincinnati and an M.B.A. from Harvard Business School. Mr. Adams’ experience, including his role serving as Deputy Chairman on a number of boards for portfolio companies of Fortress, provides the Board with valuable insights into how boards at other companies address issues similar to those faced by the Company. In addition, his experience as a private equity investor and investment and merchant banker provides the Board with valuable guidance on financial, strategic planning and investor relations matters, particularly as it relates to transportation related industries. | | James L. Hamilton Director since August 2022 | Mr. Hamilton has served on our Board of Directors since August 2022. Mr. Hamilton served as JP Morgan's Global Head of Transportation Investment Banking Coverage from 2010 to 2020, and had an earlier role as Managing Director, Transport Group from 2006 to 2010. Mr. Hamilton has served as a Director of Ingram Industries since 2019 and a member of the Logistics Advisory Board for Crowley since 2022. He is also currently serving as a member of the US Merchant Marine Academy Alumni Association & Foundation, having joined the board in 2009 and formerly serving as Chairman, Vice Chairman of the Finance Committee and Chairman of the Audit Committee. Mr. Hamilton is also a member of the Board of Trustees of Seaman’s Church Institute, serving as Vice Chair of the Finance and Investment Committee. Mr. Hamilton formerly was a member of the board of directors of the New York Archdiocese School Board, Manhattan District, and was previously a member of the Northwestern University Transportation Center, Business Advisory Council. Prior to business school, Mr. Hamilton sailed as a merchant marine deck officer for Gulf Oil Corporation. Mr. Hamilton served his country for more than a decade in the U.S. Naval Reserve, obtaining the rank of Lieutenant Commander. Mr. Hamilton received a B.S. in Marine Transportation from the United States Merchant Marine Academy and his M.B.A in Finance from the New York University Stern School of Business. Mr. Hamilton’s transportation and investment experience, particularly across the shipping, rails and logistics sectors, provides the board with valuable guidance as it relates to transportation related industries. | | Judith A. Hannaway Director since July 2022 | Ms. Hannaway has served on our Board of Directors since July 2022. Ms. Hannaway also serves on the FTAI Aviation board of directors. During the past several years, Ms. Hannaway has acted as a consultant to various financial institutions. Prior to acting as a consultant, Ms. Hannaway was employed by Scudder Investments, a wholly-owned subsidiary of Deutsche Bank Asset Management, as a Managing Director. Ms. Hannaway joined Scudder Investments in 1994 and was responsible for Special Product Development including closed-end funds, offshore funds and REIT funds. Prior to joining Scudder Investments, Ms. Hannaway was employed by Kidder Peabody as a Senior Vice President in Alternative Investment Product Development. Prior to joining Kidder Peabody in 1983, Ms. Hannaway was a Senior Vice President in the Leverage Leasing Group at Merrill Lynch involved in aircraft and other transportation equipment leasing. Ms. Hannaway also spent time at Continental Grain Company at the beginning of her career in the Long Range Planning Group doing barge financing and leasing. Ms. Hannaway served as a member of the board of |
Information Concerning Our Directors, Including the Director Nominee
| | directors of DiamondPeak Holdings Corp. from February 2019 to October 2021. From 2015 to 2019, Ms. Hannaway was the lead Independent Director of Northstar Realty Europe Corp. Ms. Hannaway served as an independent director of NorthStar Realty and Northstar Asset Management from September 2004 and June 2014, respectively, through January 2017. Ms. Hannaway holds a B.A. with honors from Newton College of the Sacred Heart and an M.B.A. from Simmons College Graduate Program in Management. Her extensive experience in the transportation business and on public company boards led our Board of Directors to conclude that Ms. Hannaway should serve as a director. | | Ray M. Robinson Director since August 2022 | Mr. Robinson has served on our Board of Directors since August 2022. Mr. Robinson has been the non-executive chairman of Citizens Trust Bank since May 2003. From 1996 to 2003 he served as the President of the Southern Region of AT&T Corporation. Mr. Robinson is a director of FTAI Aviation (Nasdaq: FTAI) and PROG Holdings, Inc. (NYSE: PRG), all of which are public companies, and was previously a director of Aaron’s Inc., Acuity Brands Inc., American Airlines Group Inc., Avnet, Inc., Choicepoint Inc., Mirant Corporation, and RailAmerica, Inc. He was the president of Atlanta’s East Lake Golf Club from May 2003 to December 2005, and has been President Emeritus since December 2005. Mr. Robinson was the Chairman of Atlanta’s East Lake Community Foundation from November 2003 to January 2005 and has been Vice Chairman since January 2005. Mr. Robinson was selected as a director because of his extensive service on other public company boards, sales and marketing experience gained through senior leadership positions, extensive operational skills from his tenure at AT&T, and longstanding involvement in civic and charitable leadership roles in the community. |
Information Concerning Our Directors, Including the Director Nominee
| Board Diversity Matrix (as of April 2024) | | | | Total Number of Directors | 4 | | | | Female | Male | | Part I: Gender Identity | | | | Directors | 1 | 3 | | Part II: Demographic Background | | | | African American or Black | | 1 | | Alaskan Native or Native American | | | | Asian | | | | Hispanic or Latinx | | | | Native Hawaiian or Pacific Islander | | | | White | 1 | 2 | | Two or More Races or Ethnicities | | | | LGBTQ+ | | | | Did Not Disclose Demographic Background | | |
Compensation of Directors
Compensation of Directors The total annual compensation generally payable to our non-employee directors is $150,000. In addition, we pay an annual fee to the chairperson of the Audit Committee of $10,000. At their election, fees to non-employee directors may be paid in the form of fully-vested shares of Common Stock, based on the value of such shares of Common Stock at the date of issuance, rather than in cash, provided that any such issuance does not prevent such director from being determined to be independent and such shares are granted pursuant to a shareholder-approved plan or the issuance of such shares is otherwise exempt from Nasdaq listing requirements. Each non-employee director also received an initial one time grant of fully vested options to purchase 5,000 shares of Common Stock under our Nonqualified Stock Option and Incentive Award Plan upon the date of the first meeting of our Board of Directors attended by such director. Affiliated directors are not separately compensated by us. All members of our Board of Directors are reimbursed for reasonable costs and expenses incurred in attending meetings of our Board of Directors.
Director Compensation Table for 2023
Director Compensation Table for 2023
Director Compensation Table for 2023
| Name | Fees Earned or Paid in Cash | Share Awards | Option Awards(1) | Total | | James L. Hamilton | $150,000 | $10,000 | — | $160,000 | | Judith A. Hannaway | $140,000 | $10,000 | — | $150,000 | | Ray M. Robinson | $— | $150,000 | — | $150,000 |
Director Compensation Table for 2023
| (1) As of December 31, 2023, Mr. Hamilton held fully vested options to purchase 5,000 shares of Common Stock and Ms. Hannaway and Mr. Robinson each held fully vested options to purchase 10,000 shares of Common Stock. |
Compensation for 2023
| • | Bonus — Our Manager paid Mr. Christopher a discretionary bonus of $950,000 in early 2024 based on its subjective review of his respective performance in 2023; and |
Summary Compensation Table
Summary Compensation Table The following table provides additional information regarding the compensation earned by Mr. Christopher in respect of the last two completed fiscal years (for 2022, in respect of the period beginning August 1, 2022), which was in each case determined and paid by our Manager. As previously described, our Manager is not able to segregate and identify any portion of the compensation earned by Mr. Nicholson in respect of the last two completed fiscal years as relating solely to services performed for us, and therefore this Summary Compensation Table does not include any compensation for Mr. Nicholson for such years.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Scott Christopher, Chief Financial Officer, Chief Accounting Officer and Treasurer(2) | 2023 | 200,000 | 950,000 | — | 10,310(1) | 1,060,310 | | | 2022 | 83,333 | 354,167 | — | 3,983 | 441,483 |
Summary Compensation Table
| (1) This amount consists of (i) $9,900 of 401(k) matching contributions made by the Manager and (ii) $410 of life insurance premiums paid by the Manager. |
Summary Compensation Table
| (2) Mr. Christopher commenced serving as our Chief Financial Officer, Chief Accounting Officer and Treasurer from and after our August 1, 2022 spin-off from FTAI Aviation. Prior to such date, he exclusively provided services to FTAI Aviation. Amounts shown in this table for Mr. Christopher reflect only the amount of the compensation that the Manager paid to him for services to the Manager for the period from and after the August 1, 2022 spin-off date in which he was exclusively dedicated to providing services to us. |
Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023 We may, from time to time, at the discretion of the Compensation Committee of our Board of Directors, grant options relating to shares of Common Stock or other equity interests in us to an affiliate of our Manager, who may in turn assign a portion of the options to its employees, including our officers and directors. Any such option awards assigned to employees of our Manager, including our officers and directors (“Tandem Options”), will correspond on a one-to-one basis with the options granted to our Manager, such that exercise by an employee of the option would result in the corresponding option held by our Manager being cancelled. In 2023, Mr. Nicholson was granted 1,086,957 Tandem Options.
Potential Payments Upon Change-in-Control or Termination
Potential Payments Upon Change-in-Control or Termination Mr. Christopher is not entitled to any severance payments or benefits upon a termination of employment with our Manager and its affiliates, whether occurring prior to or following a change in control of the Company or Fortress Investment Group LLC. All options granted to our Manager will become fully exercisable upon a “change of control” (as defined in the Plan) or a termination of the Manager’s services to us for any reason, and any Tandem Options will be governed by the terms and condition set forth in the applicable award agreements, as determined by the Compensation Committee or the Manager, as the case may be. All Tandem Options will become fully vested and exercisable if the holder’s employment with the Manager or an affiliate of the Manager is terminated without cause within 12 months following a change of control. However, no optionholder will be entitled to receive any payment or other items of value upon a change of control. The estimated fair value of the Tandem Options held by Mr. Nicholson as of December 31, 2023 that would have been accelerated had a change in control occurred on December 31, 2023 and had Mr. Nicholson’s employment with the Manager or an affiliate of the Manager been terminated without cause on the same date is approximately $1.5 million. The estimated fair value of the option awards held by our Manager as of December 31, 2023 that would have been accelerated had a change in control occurred on December 31, 2023 is approximately $17.6 million.