DEF 14A of Mobile Infrastructure Corp, Apr 23, 2025

DEF 14A of Mobile Infrastructure Corp

Filed Apr 23, 2025 · FY20240001641172-25-005838

Open on EDGAR

  1. cda_lti_design

    | 5. | Focus on Long-Term Shareholder Value In addition to focusing on near-term operating and financial performance, we are committed to building lasting value for our investors. By prioritizing high-quality assets, optimizing operational efficiencies, and capitalizing on key demand drivers, we believe our portfolio is well-positioned for long-term success. We also announced a $10 million share buyback program, which we believe represents a compelling opportunity for the Company to increase shareholder value. |

  2. 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.

  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 14, 2025:

  4. Current composition of the Board

    | Name | Age | Independent | Position | | Executive Officers and Directors | | | | | Manuel Chavez, III | 48 | No | Chief Executive Officer and Director (Co-Chairman) | | Stephanie Hogue | 46 | No | President, Treasurer, Corporate Secretary, and Director | | Non-Employee Directors | | | | | David Garfinkle | 57 | Yes | Director | | Brad Greiwe(1) | 42 | Yes | Director | | Danica Holley | 52 | Yes | Director | | Damon Jones | 49 | Yes | Director | | Jeffrey B. Osher | 48 | Yes | Director (Co-Chairman) |

  5. Current composition of the Board

    | (1) In April 2025, Brad Greiwe informed the Company that he will not stand for re-election as a member of the Board. |

  6. 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, Danica Holley, Damon Jones and Jeffrey B. Osher, who, if elected, will hold office until the annual meeting of stockholders to be held in 2026 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.

  7. Board nominees and composition of the Board

    | Name and Position | Age | Independent | Audit Committee(1) | Compensation Committee | Nominating and Governance Committee | | Manuel Chavez, III Chief Executive Officer and Director (Co-Chairman) | 48 | No | | | | | Stephanie Hogue President, Treasurer, Corporate Secretary and Director | 46 | No | | | | | David Garfinkle Director | 57 | Yes | Chair* | ✔ | ✔ | | Danica Holley Director | 52 | Yes | ✔ | ✔ | ✔ | | Damon Jones Director | 49 | Yes | | | Chair | | Jeffrey B. Osher Director (Co-Chairman) | 48 | Yes | | Chair | |

  8. Board nominees and composition of the Board

    * Audit Committee Financial Expert

  9. Board nominees and composition of the Board

    | (1) On April 1, 2025, Brad Greiwe notified the Board of his decision to not stand for re-election at the Annual Meeting. Mr. Greiwe intends to continue to serve on the Board and the Company’s audit committee until the expiration of his current term at the Annual Meeting. |

  10. 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 Managing Partner and founder of Bombe since 2017. 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 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. 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 from August 2022 to May 2024 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 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. 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., a net-lease medical office REIT, since April 2015. 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 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.

  11. Information about Director Nominees

    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.

  12. ESG Strategy

    | ● | Alignment of long-term performance-based compensation for our executives with our investors. |

  13. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors Our Board is currently composed of seven (7) members. Brad Greiwe has decided to retire from the Board and will not stand for re-election to our Board at the Annual Meeting. Mr. Greiwe intends to continue to serve on the Board and on the Company’s audit committee until the expiration of his current term at the Annual Meeting. Accordingly, the size of the Board will reduce to six (6) directors effective upon Mr. Greiwe’s retirement from the Board. 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 2026 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 President, are independent under applicable SEC and NYSE American rules.

  14. 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, 2024, our named executive officers (“NEOs”) were:

  15. Executive and Director Compensation

    | ● | Manuel Chavez, III, Chief Executive Officer and Chairman; |

  16. Executive and Director Compensation

    | ● | Stephanie Hogue, President, Treasurer and Corporate Secretary; and |

  17. Executive and Director Compensation

    | ● | Paul Gohr, Chief Financial Officer. |

  18. 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, 2024.

  19. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards($)(1) | Non-equity incentive plan compensation ($) | All Other Compensation ($) | Total ($) | | Manuel Chavez | 2024 | — | — | 2,889,094(2)(3)(14) | 77,278(4) | 15,554(5) | 2,981,926 | | Chief Executive Officer, Director and Chairman | 2023 | — | — | 1,727,518(6) | — | | 1,727,518 | | Stephanie Hogue(7) | 2024 | 450,000 | — | 1,200,000(8)(14) | 131,170 | 31,367(9) | 1,812,537 | | President, Treasurer and Corporate Secretary | 2023 | 450,000 | 192,498 | 684,959 | — | | 1,327,457 | | Paul Gohr | 2024 | 178,846(10) | — | 460,726(11)(14) | 54,953(12) | 21,100(13) | 715,625 | | Chief Financial Officer | | | | | | | |

  20. 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, 2024 for a discussion of the assumptions made by us in determining grant-date fair value of our equity awards. | | (2) Amount includes grant of 164,474 LTIP Units (as defined herein) 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”). | | (3) 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”). | | (4) 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”). | | (5) Amount represents medical, vision and dental premiums paid by the Company. |

  21. Summary Compensation Table

    | (6) 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”). | | (7) Ms. Hogue served as our Chief Financial Officer during fiscal year 2023. 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. | | (8) 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”). | | (9) 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. | | (10) 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. | | (11) 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. | | (12) 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. | | (13) 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. | | (14) Amount includes 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, which commenced on January 10, 2024 and will end on January 8, 2027. 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, additional compensation of $500,000 for Mr. Chavez, $300,000 for Ms. Hogue and $200,000 for Mr. Gohr will be recognized. |

  22. 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.

  23. Non-Employee Director Compensation

    Non-Employee Director Compensation In fiscal 2024, 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 2024, 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, 2024:

  24. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | David Garfinkle(2) | $34,000 | $51,000 | $85,000 | | Brad Greiwe(3) | 28,000 | 42,000 | 70,000 | | Danica Holley(4) | 28,000 | 42,000 | 70,000 | | Damon Jones(5) | 32,000 | 48,000 | 80,000 | | Jeffrey B. Osher(6) | 38,000 | 57,000 | 95,000 | | | $160,000 | $240,000 | $400,000 |

  25. 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, 2024 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, 2024, Mr. Garfinkle owned 31,587 restricted stock units. | | (3) As of the fiscal year ended December 31, 2024, Mr. Greiwe owned 17,381 restricted stock units. | | (4) As of the fiscal year ended December 31, 2024, Ms. Holley owned (i) 10,088 LTIP Units and (ii) 29,168 restricted stock units. | | (5) As of the fiscal year ended December 31, 2024, Mr. Jones owned (i) 11,267 LTIP Units and (ii) 33,334 restricted stock units. | | (6) As of the fiscal year ended December 31, 2024, Mr. Osher owned (i) 11,267 LTIP Units and (ii) 36,192 restricted stock units. |