DEF 14A of Mobile Infrastructure Corp, Apr 26, 2024

DEF 14A of Mobile Infrastructure Corp

Filed Apr 26, 2024 · FY20230001493152-24-016479

Open on EDGAR

  1. Board of Directors

    Board of Directors Our business is managed under the direction of our Board, which is currently composed of seven (7) members. Five (5) of our seven (7) directors are independent within the meaning of the independent director requirements of The NYSE American LLC (“NYSE American”). At each annual meeting of stockholders, each director of our Board will be elected for a one-year term. Each of our current directors and executive officers was elected an executive officer and/or director effective upon the consummation of the Merger and (other than Brad Greiwe) previously served as an executive officer and/or director of Legacy MIC prior to the consummation of the Merger.

  2. Current composition of the Board

    Current composition of the Board The following table sets forth the name, age, independence and position of each our directors as of April 19, 2024:

  3. Current composition of the Board

    | Name | Age | Independent | Position | | Executive Officers and Directors | | | | | Manuel Chavez, III | 47 | No | Chief Executive Officer and Director (Co-Chairman) | | Stephanie Hogue | 45 | No | President, Chief Financial Officer, Treasurer, Corporate Secretary, and Director | | Non-Employee Directors | | | | | David Garfinkle(1)(2)(3) | 56 | Yes | Director | | Brad Greiwe(1) | 41 | Yes | Director | | Danica Holley(1)(2)(3) | 51 | Yes | Director | | Damon Jones(3) | 48 | Yes | Director | | Jeffrey B. Osher(2) | 47 | Yes | Director (Co-Chairman) |

  4. Current composition of the Board

    | (1) Member of the Audit Committee | | (2) Member of the Compensation Committee | | (3) Member of the Nominating and Governance Committee |

  5. Board nominees and composition of the Board

    Board nominees and composition of the Board Upon recommendation of our nominating and governance committee, we nominated Manuel Chavez, Stephanie Hogue, David Garfinkle, Brad Greiwe, Danica Holley, Damon Jones and Jeffrey B. Osher, who, if elected, will hold office until the annual meeting of stockholders to be held in 2025 and until their successors are elected and qualified, subject to their earlier death, resignation, or removal. The following table sets forth the names, ages, and certain other information on the composition of our Board as of April 19, 2024, assuming all the director nominees are elected.

  6. Board nominees and composition of the Board

    | Name and Position | Age | Independent | Audit Committee | Compensation Committee | Nominating and Governance Committee | | Manuel Chavez, III Chief Executive Officer and Director (Co-Chairman) | 47 | No | | | | | Stephanie Hogue President, Chief Financial Officer, Treasurer, Corporate Secretary and Director | 45 | No | | | | | David Garfinkle Director | 56 | Yes | Chair* | ✔ | Chair | | Brad Greiwe Director | 41 | Yes | ✔ | | | | Danica Holley Director | 51 | Yes | ✔ | ✔ | ✔ | | Damon Jones Director | 48 | Yes | | | ✔ | | Jeffrey B. Osher Director (Co-Chairman) | 47 | Yes | | Chair | |

  7. Board nominees and composition of the Board

    * Audit Committee Financial Expert

  8. Information about Director Nominees

    Information about Director Nominees Manuel Chavez, III Mr. Chavez has served as Chief Executive Officer and Chairman since August 2021. Mr. Chavez is and has been the chief executive officer and founder of Bombe Asset Management, LLC (“Bombe”) since 2017. Mr. Chavez is also chief executive officer and a manager of Color Up, LLC (“Color Up”). Prior to founding Bombe, Mr. Chavez served as chief executive officer and president of Parking Company of America, Inc., a provider of parking management services, and held various positions of increasing responsibility at PCA, Inc. from 1999 to 2017. Mr. Chavez is currently the chairman of the board of directors of the Greater Cincinnati Port Authority, a community and economic development agency, a member of the board of trustees of the Cincinnati State Technical and Community College, a public technical and community college in Cincinnati, Ohio, the Cincinnati Art Museum, an art museum partially funded by the Ohio Arts Council and is a member of the Cincinnati Regional Business Committee, an organization focused on effecting change in the greater Cincinnati community, leveraging the unique assets, leadership and collective resources of business executives to have a long-term positive impact for sustainable growth and regional prosperity. We believe Mr. Chavez is qualified to serve on our Board due to, among other things, his significant real estate experience and expansive knowledge of the real estate industry, and his relationships with chief executives and other senior management at numerous real estate companies. Stephanie Hogue Ms. Hogue has served as MIC’s President and a member of the Board since August 2021, Corporate Secretary since October 2021, Interim Chief Financial Officer from November 2021 to August 2022, Chief Financial Officer since August 2022 and Treasurer since August, 2023. Ms. Hogue has been a managing partner of Bombe since 2020. From 2017 to 2020, Ms. Hogue was a managing director and New York branch manager at PricewaterhouseCoopers Corporate Finance LLC, a firm specializing in advising domestic and international clients on global divestures and acquisitions, and from 2010 to 2017, Ms. Hogue was a director at PricewaterhouseCoopers Corporate Finance LLC. Ms. Hogue is also a manager of Color Up. Ms. Hogue currently serves on the board of governors of Public Media Connect, Inc., a non-profit organization that owns southwest Ohio’s largest Public Broadcasting Service member television stations, and is a director of the Indian Hill Club, a private golf club. We believe Ms. Hogue is qualified to serve on our Board due to, among other things, her significant experience in finance, capital markets, and investing in infrastructure and real estate assets. Ms. Hogue is also a manager of Color Up. David Garfinkle Mr. Garfinkle has served as a member of the Board since January 2023. Mr. Garfinkle has served as the executive vice president and chief financial officer of CoreCivic, Inc., a public company and the nation’s largest owner of partnership correctional, detention and residential reentry facilities in the United States, since May 1, 2014. Mr. Garfinkle served as CoreCivic, Inc.’s vice president of finance and controller from February 2001 to May 2014. From 1996 to 2001, Mr. Garfinkle served as vice president and controller for Bradley Real Estate, Inc., a publicly traded REIT. Prior to joining Bradley Real Estate, Inc., Mr. Garfinkle was a senior manager at KPMG Peat Marwick, LLP. Mr. Garfinkle is a Certified Public Accountant and holds a bachelor’s degree in business administration from St. Bonaventure University. Mr. Garfinkle also serves as a board member and as a member of the executive committee of Junior Achievement of Middle Tennessee, having previously served as the chair of that organization’s finance committee. We believe that Mr. Garfinkle is qualified to serve as a director of MIC based upon, among other things, his significant management and public company experience, including in the real estate industry and as a public company executive. Brad Greiwe Mr. Greiwe has served as a member of the Board since August 25, 2023. Mr. Greiwe has been the managing partner at FWAC Ventures, a venture capital firm, since 2016. Prior to starting FWAC Ventures, Mr. Greiwe co-founded Invitation Homes Inc. (NYSE: INVH), which owns single-family rental homes in the United States, in 2012 and served as Invitation Homes Inc.’s Chief Technology Officer from 2012 to 2015. Mr. Greiwe started his career at UBS Group AG in the real estate, lodging, and leisure group where he served as an investment banker from 2006 to 2007. He then worked in real estate private equity, focusing on acquisitions and development at Tishman Speyer Properties, a real estate company that owns, operates and develops real estate and manages funds, from 2007 to 2010, and at Starwood Capital Group, a private investment firm with a primary focus on global real estate, from 2010 to 2011. Mr. Greiwe graduated from Harvard University, where he received his BA in economics. We believe that Mr. Greiwe is qualified to serve as a director of MIC based upon, among other things, his significant experience in the real estate and finance industries. Danica Holley Ms. Holley has served as a member of the Board since August 2021. Ms. Holley has served as the chief operating officer of Global Medical REIT Inc., a net-lease medical office REIT, since March 2016. Ms. Holley has served on the board of directors of Theralink Technologies, Inc., an OTC-traded proteomics-based, precision medicine company with a CLIA-certified laboratory, targeting multiple areas of oncology and drug development, since May 2022. Ms. Holley’s business development and management experience spans more than 18 years with an emphasis on working in an international environment. She has extensive experience in international program management, government procurement, and global business rollouts and start-ups. As executive director for Safe Blood International Foundation, a non-profit organization assisting developing nations to achieve a safe and adequate blood supply free of transfusion transmissible infection, since April 2008, she oversaw international health initiatives in Africa and Asia, including an Ebola response project. Ms. Holley held management positions as director of strategy, corporate business development for WorldSpace, Inc., a provider of satellite radio broadcasting services and content, from 1997 to 2000, director of marketing for corporate and business at ISI Professional Services, a Service-Disabled Veteran-Owned Small Business offering consulting services, from 2000 to 2001 and director of administration at Tanzus Development, an international trade firm, from 1996 to 1997 and SK&I Architectural Design Group, LLC, a company providing design and services for residential and mixed-use projects, from 2003 to 2007. We believe that Ms. Holley is qualified to serve as a director of MIC based upon, among other things, her significant business development and management experience, including as an executive officer at a publicly- traded REIT that has had a similar growth trajectory to MIC. Damon Jones Mr. Jones has served as a member of the Board since August 2021. Mr. Jones has served as the chief communications officer of The Procter & Gamble Company, a global provider of branded products, or P&G, since April 2020. He served as vice president, global communications & advocacy at P&G from July 2018 to April 2020, and prior to that, as director, global company communications from August 2015 to June 2018. Prior to that, Mr. Jones held various other positions with increasing responsibility at P&G since 1997. We believe that Mr. Jones is qualified to serve as a director of MIC based upon, among other things, his significant communications experience and his experience as a public company executive. Jeffrey B. Osher

  9. Information about Director Nominees

    Mr. Osher has been a member of the Board since August 2021. Mr. Osher founded No Street Capital LLC, an investment management firm, in 2018. Mr. Osher serves as the Managing Member of No Street Capital LLC, which serves as the investment manager of Harvest Small Cap Partners, L.P. (“Harvest Small Cap”) and Harvest Small Cap Partners Master, Ltd. (“HSCP Master”). Prior to founding No Street Capital LLC, Mr. Osher served as a portfolio manager at Harvest Capital Strategies, LLC, an SEC-registered investment advisor, from 2005 to 2018, and as an analyst from 2002 to 2005. Prior to his tenure at Harvest Capital Strategies, LLC, Mr. Osher was an analyst at The Dowd Company, an investment management firm, where he focused on technology and emerging growth companies. He has served on the board of directors of the Seal Family Foundation, a non-profit organization that raises funds and awareness for special programs in direct support of the Naval Special Warfare families on a local, national and global scale, since 2016. He has also served on the board of directors of Green Dot Corporation, a NYSE-listed financial technology and registered bank holding company, since 2020 and was an advisor to the board of directors of Green Dot Corporation from 2017 to 2020. Mr. Osher is also a manager of Color Up. We believe that Mr. Osher is qualified to serve as a director of MIC based upon, among other things, his significant experience in financial services and investment and his experience as an executive and a public company director.

  10. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors Our Board is currently composed of seven (7) members. The seven persons named below, each of whom currently serves on our Board, have been recommended by our nominating and governance committee and nominated by our Board to serve on the Board until our 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify. Each of the nominees has consented to being named in this proxy statement. In addition, the Board has determined that all of our directors, other than Manuel Chavez, our Chief Executive Officer, and Stephanie Hogue, our Chief Financial Officer, are independent under applicable SEC and NYSE American rules.

  11. Executive and Director Compensation

    Executive and Director Compensation To achieve our goals, we have designed, and intend to modify as necessary, our compensation and benefits program to attract, retain, incentivize and award talented and qualified executives who share our philosophy and desire to work towards achieving our goals. We are currently considered an “emerging growth company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. Accordingly, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation. For the year ended December 31, 2023, our named executive officers were:

  12. Executive and Director Compensation

    | ● | Manuel Chavez, III, Chief Executive Officer and Chairman; and | | ● | Stephanie Hogue, President, Chief Financial Officer, Treasurer and Corporate Secretary. |

  13. Summary Compensation Table

    Summary Compensation Table The following “Summary Compensation Table” and footnotes summarize the total compensation (rounded to the nearest thousand) of our named executive officers for the year ended December 31, 2023.

  14. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Total ($) | | Manuel Chavez | 2023 | — | — | 1,727,518(2)(3) | 1,727,518 | | Chief Executive Officer, Director and Chairman | 2022 | 600,000 | — | 5,586,803(4) | 6,186,803 | | Stephanie Hogue | 2023 | 450,000 | 192,498 | 684,959(5) | 1,327,457 | | President, Chief Financial Officer, Treasurer and Corporate Secretary | 2022 | 450,000 | — | 3,857,618(6) | 4,307,618 |

  15. Summary Compensation Table

    | (1) The amounts in this column reflect the grant date fair value for all fiscal years presented in accordance with FASB ASC Topic, Compensation—Stock Compensation. See Note B to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a discussion of the assumptions made by us in determining grant-date fair value of our equity awards. | | (2) Amount excludes grants of LTIP Units (as defined herein) to Mr. Chavez on January 10, 2024 (see “Narrative Disclosure to Summary Compensation Table—Awards Granted After Fiscal Year End” for further discussion of the LTIP Units granted to Mr. Chavez after fiscal year end). | | (3) Amount includes grant of 164,474 LTIP Units to Mr. Chavez in lieu of his $600,000 base salary for fiscal year 2023 (see “Narrative Disclosure to Summary Compensation Table—Fiscal Year 2023—Base Salary”). | | (4) On May 27, 2022, Mr. Chavez was granted 1,406,250 Performance Units that are subject to certain market, performance and service-based conditions, and on August 23, 2022, Mr. Chavez was granted 255,319 LTIP Units that are subject to certain service-based conditions. On December 18, 2023, Mr. Chavez voluntarily cancelled 116,170 of the 255,319 LTIP Units granted on August 23, 2022. See “Narrative Disclosure to Summary Compensation Table— Stock Awards” for further discussion of the Performance Units and the LTIP Units granted to Mr. Chavez in fiscal year 2022. Of the 1,406,250 Performance Units granted to Mr. Chavez, the achievement of certain performance and service-based conditions for 703,125 Performance Units was deemed not probable on the date of grant in accordance with U.S. generally accepted accounting principles (“GAAP”) and, accordingly, no value is included in the table for such awards. Assuming achievement of the performance and service-based conditions, the grant date fair value of 703,125 Performance Units is $7,251,563. |

  16. Summary Compensation Table

    | (5) Amount excludes grant of restricted stock units to Ms. Hogue on January 10, 2024. (See “Narrative Disclosure to Summary Compensation Table—Awards Granted After Fiscal Year End” for further discussion of the restricted stock units granted to Ms. Hogue after fiscal year end). | | (6) On May 27, 2022, Ms. Hogue was granted 843,750 Performance Units that are subject to certain market, performance and service-based conditions, and on August 23, 2022, Ms. Hogue was granted 153,192 LTIP Units that are subject to completion of certain service-based conditions. In September 2023, Ms. Hogue voluntarily cancelled 19,149 of the 153,192 LTIP Units granted on August 23, 2022. See “Narrative Disclosure to Summary Compensation Table— Stock Awards” for further discussion of the Performance Units and the LTIP Units granted to Ms. Hogue in fiscal year 2022. Of the 843,750 Performance Units granted to Ms. Hogue, the achievement of certain performance and service-based conditions for 421,875 Performance Units was deemed not probable on the date of grant in accordance with GAAP and, accordingly, no value is included in the table for such awards. Assuming achievement of the performance and service-based conditions, the grant date fair value of 421,875 Performance Units is $4,350,938. |

  17. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table sets forth certain information with respect to all outstanding equity awards held by our named executive officers as of December 31, 2023.

  18. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Stock Awards | | | | | Name | Number of Securities That Have Not Vested (#) | Market Value of Securities That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Securities or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Number of Market or Payout Value of Unearned Securities or Other Rights That Have Not Vested ($) | | Manuel Chavez | 1,647,025(1) | 6,670,451 | — | — | | Stephanie Hogue | 1,038,769(2) | 4,207,014 | — | — |

  19. Outstanding Equity Awards at 2023 Fiscal Year End

    | (1) Consists of (i) 1,406,250 Performance Units, which vest upon satisfaction of certain performance criteria (see “Narrative Disclosure to Summary Compensation Table—Fiscal Year 2022—Stock Awards”), (ii) 139,149 LTIP Units, which vest on August 25, 2024 and (iii) 101,626 LTIP Units, which vest in three equal installments on each of the next three anniversaries of February 28, 2023. | | (2) Consist of (i) 843,750 Performance Units, which vest upon satisfaction of certain performance criteria (see “Narrative Disclosure to Summary Compensation Table—Fiscal Year 2022—Stock Awards”), (ii) 134,043 LTIP Units, which vest on August 25, 2024 and (iii) 60,976 LTIP Units, which vest in three equal installments on each of the next three anniversaries of February 28, 2023. |

  20. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The MIC Employment Agreements and certain of the LTIP Unit and restricted stock unit award agreements provide for severance payments and vesting of units of the Operating Company (which are convertible into Common Units of the Operating Company which are convertible into shares of Common Stock) to our named executive officers in certain circumstances in connection with a qualifying termination, including following a Change in Control of MIC (as defined in the MIC Employment Agreements) as further described below.

  21. Director Compensation

    Director Compensation In fiscal 2023, each independent director earned an annual retainer of $70,000, pro-rated for any partial year of service. An additional (i) $15,000 was earned for the independent co-chair, (ii) $15,000 was earned by the chair of the audit committee and (iii) $10,000 was earned by the chairs of the compensation committee and the nominating and governance committee, pro-rated for any partial year of service. For fiscal 2023, the Board determined that the independent directors would receive their annual retainer in restricted stock units. All directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attending meetings of the Board. Directors who are also employed by us are not entitled to any compensation for services rendered as a director. On January 10, 2024, the compensation committee and the Board each approved long-term incentive equity awards to each of our non-employee directors with respect to their accrued but unpaid director compensation fees for fiscal 2023. The following table sets forth information with respect to our independent director compensation during the year ended December 31, 2023:

  22. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1)(2) | Stock Awards ($) | Total ($) | | David Garfinkle | $70,288 | —(3) | $70,288 | | Brad Greiwe | 24,740 | —(4) | 24,740 | | Danica Holley | 70,000 | —(5) | 70,000 | | Damon Jones | 80,000 | —(6) | 80,000 | | Lorrence Kellar | 69,562 | —(7) | 69,562 | | Jeffrey B. Osher | 81,973 | —(8) | 81,973 | | Total | $396,563 | $— | $396,563 |

  23. Director Compensation

    | (1) The amounts in this column reflect the grant date fair value in accordance with FASB ASC Topic, Compensation—Stock Compensation. See Note B to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a discussion of the assumptions made by us in determining grant-date fair value of our equity awards. | | (2) Director compensation for the fiscal year ended December 31, 2023 was accrued and paid on January 10, 2024 in the form of restricted stock units in the following amounts: David Garfinkle – 18,305; Brad Greiwe – 6,443; Danica Holley – 18,230; Damon Jones – 20,834; Lorrence Kellar – 18,116 and Jeffrey B. Osher – 21,348. | | (3) As of the fiscal year ended December 31, 2023, Mr. Garfinkle did not hold any stock awards. | | (4) As of the fiscal year ended December 31, 2023, Mr. Greiwe did not hold any stock awards. |

  24. Director Compensation

    | (5) As of the fiscal year ended December 31, 2023, Ms. Holley owned 10,088 LTIP Units. | | (6) As of the fiscal year ended December 31, 2023, Mr. Jones owned 11,267 LTIP Units. | | (7) As of the fiscal year ended December 31, 2023, Mr. Kellar owned 12,253 LTIP Units. | | (8) As of the fiscal year ended December 31, 2023, Mr. Osher owned 11,267 LTIP Units. |