DEF 14A of Mobile Infrastructure Corp, Apr 23, 2026

DEF 14A of Mobile Infrastructure Corp

Filed Apr 23, 2026 · FY20250001493152-26-018714

Open on EDGAR

  1. Mobile Infrastructure Corporation

    | Audit Committee Report | 29 | | Executive and Director Compensation | 30 | | Certain Relationships and Related Person Transactions | 42 | | Security Ownership of Certain Beneficial Owners and Management | 46 | | Other Matters | 48 | | Householding of proxy materials | 48 | | Stockholder proposals for the 2027 annual meeting of stockholders | 48 | | Annual Report | 49 | | Exhibit A – Amended and Restated Incentive Award Plan | 50 | | Exhibit B – Non-GAAP Reconciliation | 73 |

  2. Board of Directors

    Board of Directors Our business is managed under the direction of our Board, which is currently composed of six (6) members. Four (4) of our six (6) directors are independent within the meaning of the independent director requirements of The Nasdaq Stock Market LLC (“Nasdaq”). At each annual meeting of stockholders, each director of our Board will be elected for a one-year term.

  3. Current composition of the Board

    Current composition of the Board The following table sets forth the name, age, independence and position of each of our directors as of April 23, 2026:

  4. Current composition of the Board

    | Name | Age | Independent | Position | | Executive Officers and Directors | | | | | Stephanie Hogue | 47 | No | President, Chief Executive Officer, Treasurer, Corporate Secretary, and Director | | Manuel Chavez, III | 49 | No | Executive Chairman | | Non-Employee Directors | | | | | David Garfinkle | 58 | Yes | Director | | Danica Holley | 53 | Yes | Director | | Damon Jones | 50 | Yes | Director | | Jeffrey B. Osher | 49 | Yes | Director (Co-Chairman) |

  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 Stephanie Hogue, Manuel Chavez, III, David Garfinkle, Danica Holley, Damon Jones and Jeffrey B. Osher, who, if elected, will hold office until the annual meeting of stockholders to be held in 2027 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, assuming all the director nominees are elected.

  6. Board nominees and composition of the Board

    | Name and Position | Age | Independent | Audit Committee(1) | Compensation Committee | Nominating and Governance Committee | | Stephanie Hogue President, Chief Executive Officer, Treasurer, Corporate Secretary and Director | 47 | No | | | | | Manuel Chavez, III Executive Chairman | 49 | No | | | | | David Garfinkle Director | 58 | Yes | Chair* | ✔ | ✔ | | Danica Holley Director | 53 | Yes | ✔ | ✔ | ✔ | | Damon Jones(1) Director | 50 | Yes | ✔ | | Chair | | Jeffrey B. Osher Director (Co-Chairman) | 49 | Yes | | Chair | |

  7. Board nominees and composition of the Board

    * Audit Committee Financial Expert (1) Damon Jones was appointed to the audit committee on April 14, 2026.

  8. Information about Director Nominees

    Information about Director Nominees Stephanie Hogue Ms. Hogue has served as MIC’s Chief Executive Officer since August 1, 2025, 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 from August 2022 to May 2024 and Treasurer since August, 2023. Ms. Hogue has been a managing partner of Bombe Asset Management, LLC 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 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, the board of Cincinnati Ballet Company, and the board of Cintrifuse, a non-profit organization supporting entrepreneurship and innovation in the Cincinnati region. 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. Manuel Chavez, III Mr. Chavez has served as Executive Chairman of the Board since August 1, 2025 and Chief Executive Officer and Chairman of the Board from August 2021 to July 31, 2025. Mr. Chavez is and has been the Managing Partner and founder of Bombe Asset Management, LLC since 2017. 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 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 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. 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. 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., which was re-branded to Chiron Real Estate Inc. in February 2026, an outpatient medical office REIT, since April 2015. Ms. Holley previously 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, from May 2022 until it was acquired in June 2025. 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 (P&G), a global provider of branded consumer products, 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. He also serves on the board of the Port of Greater Cincinnati and the boards of several non for profit organizations. 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. Mr. Osher currently serves as the chairman of Bombers Baseball Academy, a non-profit organization in North Carolina. 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. 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 six (6) members. The six (6) 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 2027 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 Stephanie Hogue, our President and Chief Executive Officer, and Manuel Chavez, III, our Executive Chairman, are independent under applicable SEC and Nasdaq rules.

  11. Proposal 3 — AMENDED AND RESTATED INCENTIVE AWARD PLAN

    Proposal 3 — AMENDED AND RESTATED INCENTIVE AWARD PLAN On April 10, 2026, our Board upon the recommendation of the compensation committee of the Board approved the amendment and restatement of the Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC 2023 Incentive Award Plan (the “Prior Plan” and, as amended and restated, the “Amended and Restated Incentive Award Plan”), subject to approval by our stockholders. As more fully described below, if approved, the Amended and Restated Incentive Award Plan will increase the number of shares of common stock available for issuance by 3,000,000 (the “Share Reserve Increase”). The Amended and Restated Incentive Award Plan also makes certain other changes, as discussed in more detail below. The Amended and Restated Incentive Award Plan will not become effective if our stockholders do not approve it.

  12. Reasons for the Amended and Restated Incentive Award Plan

    Reasons for the Amended and Restated Incentive Award Plan The Board and the compensation committee have determined that it is in the best interests of the Company and its stockholders to approve the Amended and Restated Incentive Award Plan. In its determination to approve the Amended and Restated Incentive Award Plan, the Board reviewed an analysis prepared by Farient, which included an analysis of, among other things, burn rate, dilution, and the costs of the Prior Plan, including the estimated stockholder value transfer cost. Specifically, the Board considered that:

  13. Reasons for the Amended and Restated Incentive Award Plan

    | ● | The Company’s success is due to its talented workforce and its future success depends on the Company’s continued ability to attract and retain talented people. The ability to grant equity awards is a critical tool in the Company’s efforts to achieve these objectives. | | ● | As of March 31, 2026, 214,358 shares of our common stock remain available for issuance under the Prior Plan. | | ● | If the Amended and Restated Incentive Award Plan is not approved by the stockholders, awards will continue to be made under the Prior Plan as currently in effect to the extent shares are available. Based on estimated usage, the compensation committee anticipates depleting the shares currently available for issuance under the Prior Plan by fiscal year 2027. | | ● | In order to continue to have an appropriate supply of shares for equity incentives to recruit, hire, and retain the talent required to successfully execute our plans, the Company will need to increase the number of shares available for issuance under the Prior Plan. |

  14. Reasons for the Amended and Restated Incentive Award Plan

    If the Amended and Restated Incentive Award Plan is approved by stockholders at the Annual Meeting, 3,000,000 shares of common stock plus the number of shares that remain available for issuance under the Prior Plan (which as of March 31, 2026, is 214,358 shares of common stock) will be reserved and available for future issuance under the Amended and Restated Incentive Award Plan. In light of the factors described above, the Board believes this number represents a reasonable potential equity dilution and provides a significant incentive for officers, employees, non-employee directors, and consultants to increase the value of the Company for all stockholders. If the Amended and Restated Incentive Award Plan is approved, the Share Reserve Increase is expected to provide the compensation committee with sufficient shares for our equity compensation program through fiscal year 2029. In addition to the Share Reserve Increase described above, the Amended and Restated Incentive Award Plan (i) extends the term of the ten (10) year anniversary of Board approval of the Amended and Restated Incentive Award Plan and (ii) updates the Prior Plan for best practices and changes since 2023. The Amended and Restated Incentive Award Plan includes a number of features intended to protect the interests of our stockholders and further reinforce and promote alignment of interests between our employees and non-management directors with the interests of our stockholders, including:

  15. Reasons for the Amended and Restated Incentive Award Plan

    | ● | Minimum vesting requirements. Awards are subject to a minimum vesting period of at least one year from the date of grant, with certain limited, market exceptions. |

  16. Reasons for the Amended and Restated Incentive Award Plan

    | ● | Limit on non-management director awards. The Amended and Restated Incentive Award Plan provides that the aggregate value a non-management director may receive in any fiscal year, including both equity- and cash-based compensation, is $750,000. | | ● | No dividends or dividend equivalents paid on unvested awards. Dividends and dividend equivalents are not payable until the underlying award vests. | | ● | Comprehensive clawback policy. All awards granted under the Amended and Restated Incentive Award Plan (including time-based awards) are subject to the Company’s supplemental clawback policy. |

  17. Material Terms of the Amended and Restated Incentive Award Plan

    Material Terms of the Amended and Restated Incentive Award Plan The following is a summary of the material terms of the Amended and Restated Incentive Award Plan and is qualified in its entirety by reference to the full text of the Amended and Restated Incentive Award Plan attached hereto as Exhibit A.

  18. Eligibility and Administration

    Eligibility and Administration Employees, consultants and directors of the Company, the Operating Company and the respective subsidiaries of MIC and the Operating Company are eligible to receive awards under the Amended and Restated Incentive Award Plan. The Amended and Restated Incentive Award Plan will be administered by the compensation committee of the Board, which may delegate its duties and responsibilities to another committee or subcommittee of the Board, subject to certain limitations that may be imposed under Section 16 of the Exchange Act and/or stock exchange rules, as applicable. The Board administers the Amended and Restated Incentive Award Plan with respect to awards to non-employee directors. The plan administrator has the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the Amended and Restated Incentive Award Plan, subject to its express terms and conditions. The plan administrator also sets the terms and conditions of all awards under the Amended and Restated Incentive Award Plan, including any vesting and vesting acceleration conditions. Non-Management Director Compensation Limits. Non-management directors are eligible to receive any type of award offered under the Amended and Restated Incentive Award Plan. Under the Amended and Restated Incentive Award Plan, the aggregate value of compensation granted to a non-management director in any fiscal year, including both equity- and cash-based awards, may not exceed $750,000. Minimum Vesting. Equity-based incentive awards under the Amended and Restated Incentive Award Plan generally may not vest earlier than the one-year anniversary of the date of grant, subject to limited exceptions. Such exceptions include (1) awards granted to non-management directors that vest on the earlier of the one-year anniversary of the grant date and the next annual meeting of the stockholders occurring at least 50 weeks after the prior year’s annual meeting, (2) awards assumed, converted, or substituted in connection with an acquisition, (3) shares delivered in lieu of fully-vested cash incentive awards, (4) awards accelerated upon death or disability, and (5) equity-based incentive awards granted by the plan administrator covering up to five percent (5%) of shares authorized for issuance under the Amended and Restated Incentive Award Plan.

  19. Types of Awards

    Types of Awards The Amended and Restated Incentive Award Plan provides for the grant of stock options, including incentive stock options (“ISOs”), and nonqualified stock options (“NSOs”), restricted shares, dividend equivalent awards, share payment awards, restricted stock units, performance awards, performance share awards, other incentive awards, profits interest units (including Performance Units and LTIP Units) and SARs. Certain awards under the Amended and Restated Incentive Award Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms. Awards will generally be settled in shares of common stock, but the plan administrator may provide for settlement of any award in cash, shares of common stock, Profits Interest Units, or a combination thereof. A brief description of each award type follows.

  20. Types of Awards

    | ● | Stock Options. Stock options provide for the purchase of shares of common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions. | | ● | Share Appreciation Rights. SARs entitle their holder, upon exercise, to receive from MIC an amount equal to the appreciation of the shares of common stock subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions. | | ● | Restricted Shares, Restricted Stock Units and Performance Shares. Restricted shares are an award of nontransferable shares of common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. Restricted stock units are contractual promises to deliver the shares of MIC common stock in the future, which may also remain forfeitable unless and until specified conditions are met. Delivery of the shares of common stock underlying these awards may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral, subject to Section 409A of the Code requirements. Performance shares are contractual rights to receive shares in the future based on the attainment of specified performance goals, in addition to other conditions which may apply to these awards. Conditions applicable to restricted stock, restricted stock units and performance shares may be based on continuing service with MIC or MIC’s affiliates, the attainment of performance goals and/or such other conditions as the plan administrator may determine. | | ● | Share Payments and Other Incentive Awards. Share payments are awards of fully vested shares of common stock that may, but need not, be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. Other incentive awards are awards other than those enumerated in this summary that are denominated in, linked to or derived from the shares of common stock or value metrics related to the shares, and may remain forfeitable unless and until specified conditions are met. | | ● | Profits Interest Units (including LTIP Units and Performance Units). Profits Interest Units are units of the Operating Company intended to constitute “profits interests” within the meaning of the relevant Internal Revenue Service guidance, which may ultimately be convertible into shares of common stock. Profit Interests Units may include LTIP Units and Performance Units, and are subject to the terms of the Operating Agreement. | | ● | Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of common stock and may be granted alone or in tandem with awards other than stock options or SARs. Any such dividends or dividend equivalents will be subject to the same vesting provisions as the underlying award and will not be paid or distributed until the award becomes vested, in accordance with the Amended and Restated Incentive Award Plan and applicable law. |

  21. Types of Awards

    | ● | Performance Share Awards. Performance awards include any of the awards that are granted subject to vesting based on the attainment of specified performance goals as determined by the plan administrator, and may include cash awards. | | ● | Substitute Awards. Substitute awards are awards granted in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or share, in any case, upon the assumption of, or in substitution for, an outstanding equity award previously granted by a company or other entity that is a party to such transaction. Substitute awards shall not reduce the shares authorized for issuance under the Amended and Restated Incentive Award Plan. |

  22. Certain Transactions

    Certain Transactions The plan administrator has broad discretion to equitably adjust the provisions of the Amended and Restated Incentive Award Plan, as well as the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with MIC’s stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the Amended and Restated Incentive Award Plan and outstanding awards. In the event of a change in control (as defined in the Amended and Restated Incentive Award Plan), the surviving entity may assume outstanding awards or substitute economically equivalent awards for such outstanding awards; however, if the surviving entity refuses to assume or substitute for all or some outstanding awards, then, in the discretion of the Board, all such awards may vest in full and be deemed exercised (as applicable) upon the closing of the transaction. Individual award agreements may provide for additional accelerated vesting and payment provisions. Repricing; Amendment and Termination of Amended and Restated Incentive Award Plan; Duration of Awards under the Amended and Restated Incentive Award Plan The Board may amend or terminate the Amended and Restated Incentive Award Plan at any time; however, except in connection with certain changes in MIC’s capital structure, stockholder approval will be required for any amendment that increases the number of shares of common stock (or Profits Interest Units) available under the Amended and Restated Incentive Award Plan or the limit on awards to be issued to non-employee directors, “reprices” any stock option or SAR or cancels any stock option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares. No award may be granted pursuant to the Amended and Restated Incentive Award Plan after April 10, 2036, the tenth anniversary of the date on which the Board approved the Amended and Restated Incentive Award Plan.

  23. Prior Plan Benefits

    | Name and Position | Number of restricted stock units Granted | Number of LTIPs Granted | | Named Executive Officers | | | | Stephanie Hogue, President and Chief Executive Officer | 757,066 | — | | Manuel Chavez, Executive Chairman | — | 1,816,079 | | Paul Gohr, Chief Financial Officer | 497,099 | — | | All Named Executive Officers, as a group | 1,254,165 | 1,816,079 | | All non-executive officer employees as a group | 190,415 | — | | Non-employee Directors | | | | David Garfinkle | 43,996 | — | | Danica Holley | 39,387 | — | | Damon Jones | 45,013 | — | | Jeffrey B. Osher | 50,061 | — | | Former non-employee Directors | 35,497 | — | | All non-employee Directors as a group | 213,954 | — | | Total | 1,658,534 | 1,816,079 |

  24. Material U.S. Federal Income Tax Considerations

    | ● | Non-Qualified Stock Options. If a participant is granted an NSO under the Amended and Restated Incentive Award Plan, the participant should not have taxable income on the grant of the option. Generally, the participant should recognize ordinary income at the time of exercise in an amount equal to the fair market value of the shares acquired on the date of exercise, less the exercise price paid for the shares. The participant’s basis in the shares for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of the shares on the date the optionee exercises such option. Any subsequent gain or loss will be taxable as a long-term or short-term capital gain or loss. MIC or the Operating Company (as applicable) and their respective subsidiaries generally should be entitled to a federal income tax deduction at the time and for the same amount as the optionee recognizes ordinary income. |

  25. Material U.S. Federal Income Tax Considerations

    | ● | Incentive Stock Options. A participant will generally not recognize taxable income upon grant or exercise of an ISO. However, the excess of the fair market value of the shares of MIC Common Stock received upon exercise over the option exercise price is an item of tax preference income potentially subject to the alternative minimum tax. If stock acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise and otherwise satisfies the ISO requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and neither MIC, the Operating Company nor their respective subsidiaries will be entitled to any deduction. If the holding period requirements are not met, the ISO will be treated as a stock option that does not meet the requirements of the Code for ISOs and the participant will recognize ordinary income at the time of the disposition equal to the excess of the fair market value of the shares at the time of exercise over the exercise price (or if less, the amount realized in the disposition over the exercise price), with any remaining gain or loss being treated as capital gain or capital loss. Neither MIC, the Operating Company nor their respective subsidiaries generally are entitled to a U.S. federal income tax deduction upon either the exercise of an ISO or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares. | | ● | Other Awards. The current U.S. federal income tax consequences of other awards authorized under the Amended and Restated Incentive Award Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as NSOs; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate income recognition as of the date of grant through an election under Section 83(b) of the Code, in which case ordinary income is recognized on the date of grant in an amount equal to the excess of the fair market value of the shares on the date of grant over the price paid, if any); restricted stock units, dividend equivalents and other stock- or cash-based awards are generally subject to tax at the time of payment. MIC, the Operating Company or their respective subsidiaries (as applicable) generally should be entitled to a U.S. federal income tax deduction at the time and for the same amount as the particiapnt recognizes ordinary income. |

  26. Section 280G of the Code

    Section 280G of the Code Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change in control. In addition, Code Section 4999 imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Code Section 280G based on the executive’s prior compensation. We do not provide tax gross-ups on income attributable to change in control and other executive arrangements.

  27. Restricted Common Stock and Profits Interest Units (including LTIP Units and Performance Units); Section 83(b)

    Restricted Common Stock and Profits Interest Units (including LTIP Units and Performance Units); Section 83(b) With respect to awards under the Amended and Restated Incentive Award Plan that are settled in shares of MIC Common Stock that are restricted as to transferability or subject to a substantial risk of forfeiture—absent a written election pursuant to Section 83(b) of the Code filed with the IRS within 30 days after the date of issuance of such shares pursuant to the award (a “Section 83(b) election”)—an individual will recognize ordinary income at the earlier of the time at which (a) the shares become transferable or (b) the restrictions that impose a substantial risk of forfeiture of such shares lapse, in an amount equal to the excess of the fair market value (on such date) of such shares over the price paid for the award, if any. If a Section 83(b) election is made, the individual will recognize ordinary income, as of the issuance date, in an amount equal to the excess of the fair market value of the common stock as of that date over the price paid for such award, if any. LTIP Units are structured as “profits interests” for U.S. federal income tax purposes. The grant or vesting of LTIP Units does not produce an income tax deduction for us based on current U.S. federal income tax law. Depending on the terms of the applicable award agreement, a participant that holds LTIP Units generally will be required to take into account his or her distributive share of all items of income, gain, loss and deduction of the Operating Company regardless of whether the LTIP Units are restricted as to transferability or subject to a substantial risk of forfeiture. As profits interests, LTIP Units initially will not have full parity, on a per unit basis, with Common Units with respect to liquidating distributions. Upon the occurrence of specified events, LTIP Units can over time achieve full parity with Common Units and therefore accrete to an economic value for the participant equivalent to Common Units. If such parity is achieved, LTIP Units may be converted, subject to the satisfaction of applicable vesting conditions, into Common Units, which in turn are redeemable by the holder for shares of MIC Common Stock or for the cash value of such shares, at MIC’s election. However, there are circumstances under which LTIP Units will not achieve parity with Common Units, and until such parity is reached, the value that a participant could realize for a given number of LTIP Units will be less than the value of an equal number of shares of MIC Common Stock and may be zero. Once the LTIP Units have been converted into Common Units and are exchanged for shares of MIC’s Common Stock or cash, it is expected that the participant will have income at the time of the exchange a substantial portion of which is expected to be taxed at capital gains rates and MIC may be entitled to a basis adjustment with respect to its interest in the Operating Company which may produce additional depreciation or other tax benefits.

  28. Prior Plan

    | (1) The weighted average exercise price does not take into account common stock issuable upon the vesting of LTIPs, Performance Units and restricted stock units, which have no exercise price. | | (2) 2,775,010 shares of common stock issuable in the event of the Company’s election to issue shares of common stock in lieu of cash payments upon redemption by the holders of Common Units issuable upon the conversion of outstanding LTIPs and Performance Units (the “Outstanding Awards”) granted prior to the consummation of the Merger. In connection with the Merger, the Company became a party to the Operating Agreement and may elect to issue shares of common stock in lieu of cash payment upon redemption by the holders of the Outstanding Awards. |

  29. Summary Compensation Table

    Summary Compensation Table The following “Summary Compensation Table” and footnotes summarize the total compensation of our named executive officers for the years ended December 31, 2025 and 2024.

  30. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary($) | Bonus($) | Stock Awards ($)(1) | Non-equity incentive plan compensation ($) | | All Other Compensation ($) | Total ($) | | Stephanie Hogue(2) | 2025 | 519,230 | — | 766,622(20) | 85,000 | | 28,330(3) | 1,399,182 | | President, Chief Executive Officer, Treasurer and Corporate Secretary | 2024 | 450,000 | — | 1,200,000(4)(20) | 131,170 | | 31,367(5) | 1,812,537 | | Manuel Chavez, III(6) | 2025 | — | — | 3,243,082(7)(8)(9) | — | | 17,734(10) | 3,260,816 | | Executive Chairman | 2024 | — | — | 2,889,094(9)(11)(12) | 77,278(13) | | 15,554(14) | 2,981,926 | | Paul Gohr | 2025 | 307,500 | — | 399,997(20) | 60,000 | | 35,121(15) | 802,618 | | Chief Financial Officer | 2024 | 178,846(16) | — | 460,726(17)(20) | | 54,953(18) | 21,100(19) | 715,625 |

  31. 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 2 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a discussion of the assumptions made by us in determining grant-date fair value of our equity awards. | | (2) During fiscal year 2024, Ms. Hogue served as our Chief Financial Officer from January 1, 2024 until May 15, 2024. Ms. Hogue resigned as our Chief Financial Officer on May 15, 2024. Ms. Hogue was appointed as our Chief Executive Officer, effective August 1, 2025. | | (3) Amount represents (i) the Company’s contribution to Ms. Hogue’s 401(k) plan in the amount of $17,908 and (ii) medical, vision and dental premiums paid by the Company in the amount of $10,422. | | (4) Amount includes grant of 156,250 restricted stock units to Ms. Hogue for services performed during fiscal year 2023 on January 10, 2024 (see “Narrative Disclosure to Summary Compensation Table—Fiscal Year 2024—Awards Granted After Fiscal Year 2023 Year End”). | | (5) Amount represents (i) the Company’s contribution to Ms. Hogue’s 401(k) plan in the amount of $21,911 and (ii) medical, vision and dental premiums paid by the Company in the amount of $9,456. | | (6) During fiscal year 2025, Mr. Chavez served as our Chief Executive Officer from January 1, 2025 until July 31, 2025. On August 1, 2025, Mr. Chavez transitioned from Chief Executive Officer to Executive Chairman of the Board. | | (7) Amount includes grant of 155,562 LTIP Units (as defined herein) to Mr. Chavez in lieu of his $600,000 base salary for fiscal year 2025 (see “Narrative Disclosure to Summary Compensation Table—Fiscal Year 2025—Base Salary”). | | (8) In connection with Mr. Chavez’s transition to Executive Chairman, Mr. Chavez was granted 550,000 Performance Units that are subject to certain performance and service-based conditions (see “Narrative Disclosure to Summary Compensation Table—Fiscal Year 2025—Executive Chair Performance Unit Award”). | | (9) Amount includes awards (“TSR Awards”) that are performance-based, linked to the Company’s Total Shareholder Return (“TSR”) relative to the Russel 2000 index over a cumulative three-year measurement period. The measurement period for the TSR Awards granted in fiscal year 2024 commenced on January 10, 2024 and will end on January 8, 2027. The measurement period for the TSR Awards granted in fiscal year 2025 commenced on March 10, 2025 and will end on March 9, 2028. The payout for the performance-based portion of the long-term incentive compensation bonus will be determined based on the Company’s TSR performance relative to the Russell 2000 index, with vesting subject to three levels of performance. The amounts in the table above assumes 100% of the performance condition will be achieved. If the maximum performance level of 200% is achieved, Mr. Chavez will be issued additional LTIPs in the aggregate principal amount of $500,000 and $1,000,000 for fiscal years 2024 and 2025, respectively. | | (10) Amount represents medical, vision and dental premiums paid by the Company. | | (11) Amount includes grant of 164,474 LTIP Units to Mr. Chavez in lieu of his $600,000 base salary for fiscal year 2024 (see “Narrative Disclosure to Summary Compensation Table—Fiscal Year 2024—Base Salary”). | | (12) Amount includes grants of an aggregate of 320,624 LTIP Units to Mr. Chavez for service performed during fiscal year 2023 on January 10, 2024 (see “Narrative Disclosure to Summary Compensation Table—Fiscal Year 2024—Awards Granted After Fiscal Year 2023 Year End”). | | (13) Mr. Chavez requested that his aggregate short-term incentive compensation be allocated to Ms. Hogue and Mr. Gohr, pro rata in recognition of their contributions to the Company (see “Narrative Disclosure to Summary Compensation Table—Fiscal Year 2024—Short-Term Incentive Compensation Bonus”). | | (14) Amount represents medical, vision and dental premiums paid by the Company. | | (15) Amount represents (i) the Company’s contribution to Mr. Gohr’s 401(k) plan in the amount of $16,788, (ii) medical, vision and dental premiums paid by the Company in the amount of $17,733 and (iii) cell phone payment reimbursements in the amount of $600. | | (16) Mr. Gohr received an annualized base salary of $300,000 for fiscal year 2024, pro-rated for the period from May 16, 2024, the effective date of his employment, through fiscal year end. | | (17) On May 16, 2024, Mr. Gohr was granted 200,000 restricted stock units that are subject to certain market and service-based conditions. The performance-based award is earned solely on our share price as of the specified dates, which is a market condition and not a performance condition. The grant date fair value per unit was calculated using a Monte Carlo simulation. The assumptions used in calculating the valuations for the awards are set forth in Note 9 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. | | (18) Mr. Gohr’s short-term incentive cash bonus for fiscal year 2024 was pro-rated, capturing the period from May 16, 2024, the effective date of his employment, through fiscal year end. | | (19) Amount represents (i) the Company’s contribution to Mr. Gohr’s 401(k) plan in the amount of $11,769, (ii) medical, vision and dental premiums paid by the Company in the amount of $8,981 and (iii) cell phone payment reimbursements in the amount of $350. | | (20) Amount includes TSR Awards that are performance-based, linked to the Company’s TSR relative to the Russel 2000 index over a cumulative three-year measurement period. The measurement period for the TSR Awards granted in fiscal year 2024 commenced on January 10, 2024 and will end on January 8, 2027. The measurement period for the TSR Awards granted in fiscal year 2025 commenced on March 10, 2025 and will end on March 9, 2028. The payout for the performance-based portion of the long-term incentive compensation bonus will be determined based on the Company’s TSR performance relative to the Russell 2000 index, with vesting subject to three levels of performance. The amounts in the table above assume 100% of the performance condition will be achieved. If the maximum performance level of 200% is achieved, Ms. Hogue and Mr. Gohr will be issued additional RSUs in the aggregate principal amount of $300,000 and $200,000 for fiscal years 2024 and 2025, respectively. |

  32. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The Executive 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 (as defined in the Executive Employment Agreements) of MIC as further described below.

  33. Non-Employee Director Compensation

    Non-Employee Director Compensation In fiscal 2025, 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 2025, the Board determined that the independent directors would receive 60% of their annual retainer and any additional chairperson fees in restricted stock units and 40% in cash. The restricted stock units vest in full on the one-year anniversary of the grant date. The number of restricted stock units was based upon the closing stock price on the grant date. 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. We do not pay separate meeting fees for attendance at our Board or committee meetings. The following table sets forth information with respect to our independent director compensation during the year ended December 31, 2025:

  34. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | David Garfinkle(2) | $34,000 | $51,000 | $85,000 | | Danica Holley(3) | 28,000 | 42,000 | 70,000 | | Damon Jones(4) | 32,000 | 48,000 | 80,000 | | Jeffrey B. Osher(5) | 38,000 | 57,000 | 95,000 | | | $132,000 | $198,000 | $330,000 |

  35. Non-Employee 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 2 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a discussion of the assumptions made by us in determining grant-date fair value of our equity awards. | | (2) As of the fiscal year ended December 31, 2025, Mr. Garfinkle owned 12,409 restricted stock units. | | (3) As of the fiscal year ended December 31, 2025, Ms. Holley owned (i) 10,088 LTIP Units and (ii) 10,219 restricted stock units. | | (4) As of the fiscal year ended December 31, 2025, Mr. Jones owned (i) 11,267 LTIP Units and (ii) 11,679 restricted stock units. | | (5) As of the fiscal year ended December 31, 2025, Mr. Osher owned (i) 11,267 LTIP Units and (ii) 13,869 restricted stock units. |