FTAI Infrastructure Inc DEF 14A, filed Apr 20, 2026

About this DEF 14A

FTAI Infrastructure Inc. (FIP)

DEF 14A 2026-04-20 For: 2026-05-29

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Added on June 12, 2026

Kenneth J. Nicholson

Chief Executive Officer

Carl Russell (“Buck”) Fletcher IV

Chief Financial Officer and Chief Accounting Officer

FTAI Infrastructure Inc filed this DEF 14A on April 20, 2026.

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			By Order of the Board of Directors,

			/s/ Kevin Krieger
			Kevin Krieger
			Secretary


			Page
GENERAL INFORMATION ABOUT VOTING			2

Solicitation of Proxies			2
Shareholders Entitled to Vote			2
Required Vote			2
Voting			3
Right to Revoke Proxy			3
Copies of Annual Report to Shareholders			3
Voting Results			3
Confidentiality of Voting			3
Recommendations of the Board of Directors			4

PROPOSAL NO. 1 ELECTION OF DIRECTORS			5

Information Concerning Our Directors, Including the Director Nominee			5
Compensation of Directors			8
Determination of Director Independence			9
Statement on Corporate Governance			9
Sustainability			10
Insider Trading and Hedging Policy			10
Board and Committee Meetings			10
Executive Sessions of Non-Management Directors			12
Shareholder Communications with Directors			12
Report of the Audit Committee			13

EXECUTIVE OFFICERS			14

EXECUTIVE AND MANAGER COMPENSATION			15

Compensation Discussion and Analysis			15
Additional Details on Executive Compensation			16
FTAI Infrastructure Inc. Nonqualified Stock Option and Incentive Award Plan			16
Risk Management			19
COMPENSATION COMMITTEE REPORT			20

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS			21

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			23

PROPOSAL NO. 2 APPROVAL OF APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			29

Proposed Independent Registered Public Accounting Firm			29
Principal Accountant Fees and Services			30

ADVANCE NOTICE FOR SHAREHOLDER NOMINATIONS AND PROPOSALS FOR 2027 ANNUAL MEETING			31

OTHER MATTERS			32

ADDITIONAL INFORMATION			32


Class	Term Expiration	Director	Age
Class I	2026	James L. Hamilton	71
Class II	2027	Ray M. Robinson	78
		Matthew Rinklin	43
Class III	2028	Joseph P. Adams, Jr.	68
		Judith A. Hannaway	74


Joseph P. Adams, Jr. Chairman since August 2022			Mr. Adams has served as the Chairman of our Board of Directors since August 2022. Until May 2024, Mr. Adams served as a member of the Management Committee of Fortress Investment Group LLC (“Fortress”) and as Managing Director at Fortress within the Private Equity Group. Mr. Adams serves as Chief Executive Officer and Chairman of the board of directors of FTAI Aviation Ltd. (Nasdaq: FTAI) (“FTAI Aviation”), which until recently was externally managed by FIG LLC (our “Manager”), and previously served as a member of the board of directors of Seacastle, Inc., SeaCube Container Leasing Ltd., Aircastle Limited and RailAmerica Inc. Previously, Mr. Adams was a partner at Brera Capital Partners and at Donaldson, Lufkin & Jenrette where he was in the transportation industry group. In 2002, Mr. Adams served as the first Executive Director of the Air Transportation Stabilization Board. Mr. Adams received a B.S. in Engineering from the University of Cincinnati and an M.B.A. from Harvard Business School. Mr. Adams’ experience, including his role serving as Deputy Chairman on a number of boards for portfolio companies of Fortress, provides the Board with valuable insights into how boards at other companies address issues similar to those faced by the Company. In addition, his experience as a private equity investor and investment and merchant banker provides the Board with valuable guidance on financial, strategic planning and investor relations matters, particularly as it relates to transportation related industries.

James L. Hamilton Director since August 2022			Mr. Hamilton has served on our Board of Directors since August 2022. Mr. Hamilton served as JP Morgan’s Global Head of Transportation Investment Banking Coverage from 2010 to 2020, and had an earlier role as Managing Director, Transport Group from 2006 to 2010. Mr. Hamilton has served as a Director of Ingram Industries since 2019. Mr. Hamilton served as a member of the Logistics Advisory Board for Crowley Holdings, Inc. from 2022 to February 19, 2025, when he was appointed as an Independent Director and Chairman of the Audit Committee of Crowley Holdings, Inc. He is also currently serving as a member of the US Merchant Marine Academy Alumni Association & Foundation, having joined the board in 2009 and formerly serving as Chairman, Vice Chairman of the Finance Committee and Chairman of the Audit Committee. Mr. Hamilton is also a member of the Board of Trustees of Seaman’s Church Institute, serving as Vice Chair of the Finance and Investment Committee. Mr. Hamilton formerly was a member of the board of directors of the New York Archdiocese School Board, Manhattan District, and was previously a member of the Northwestern University Transportation Center, Business Advisory Council. Prior to business school, Mr. Hamilton sailed as a merchant marine deck officer for Gulf Oil Corporation. Mr. Hamilton served his country for more than a decade in the U.S. Naval Reserve, obtaining the rank of Lieutenant Commander. Mr. Hamilton received a B.S. in Marine Transportation from the United States Merchant Marine Academy and his M.B.A in Finance from the New York University Stern School of Business. Mr. Hamilton’s transportation and investment experience, particularly across the shipping, rails and logistics sectors, provides the board with valuable guidance as it relates to transportation related industries.



Judith A. Hannaway Director since July 2022			Ms. Hannaway has served on our Board of Directors since July 2022. Ms. Hannaway also serves on the FTAI Aviation board of directors. During the past several years, Ms. Hannaway has acted as a consultant to various financial institutions. Prior to acting as a consultant, Ms. Hannaway was employed by Scudder Investments, a wholly-owned subsidiary of Deutsche Bank Asset Management, as a Managing Director. Ms. Hannaway joined Scudder Investments in 1994 and was responsible for Special Product Development including closed-end funds, offshore funds and REIT funds. Prior to joining Scudder Investments, Ms. Hannaway was employed by Kidder Peabody as a Senior Vice President in Alternative Investment Product Development. Prior to joining Kidder Peabody in 1983, Ms. Hannaway was a Senior Vice President in the Leverage Leasing Group at Merrill Lynch involved in aircraft and other transportation equipment leasing. Ms. Hannaway also spent time at Continental Grain Company at the beginning of her career in the Long Range Planning Group doing barge financing and leasing. Ms. Hannaway served as a member of the board of directors of DiamondPeak Holdings Corp. from February 2019 to October 2021. From 2015 to 2019, Ms. Hannaway was the lead Independent Director of Northstar Realty Europe Corp. Ms. Hannaway served as an independent director of NorthStar Realty and Northstar Asset Management from September 2004 and June 2014, respectively, through January 2017. Ms. Hannaway holds a B.A. with honors from Newton College of the Sacred Heart and an M.B.A. from Simmons College Graduate Program in Management. Her extensive experience in the transportation business and on public company boards led our Board of Directors to conclude that Ms. Hannaway should serve as a director.

Ray M. Robinson Director since August 2022			Mr. Robinson has served on our Board of Directors since August 2022. Mr. Robinson has been the non-executive chairman of Citizens Trust Bank since May 2003. From 1996 to 2003 he served as the President of the Southern Region of AT&T Corporation. Mr. Robinson is a director of FTAI Aviation (Nasdaq: FTAI) and PROG Holdings, Inc. (NYSE: PRG), all of which are public companies, and was previously a director of Aaron’s Inc., Acuity Brands Inc., American Airlines Group Inc., Avnet, Inc., Choicepoint Inc., Mirant Corporation, and RailAmerica, Inc. He was the president of Atlanta’s East Lake Golf Club from May 2003 to December 2005, and has been President Emeritus since December 2005. Mr. Robinson was the Chairman of Atlanta’s East Lake Community Foundation from November 2003 to January 2005 and has been Vice Chairman since January 2005. Mr. Robinson was selected as a director because of his extensive service on other public company boards, sales and marketing experience gained through senior leadership positions, extensive operational skills from his tenure at AT&T, and longstanding involvement in civic and charitable leadership roles in the community.


Filed by the Registrant ☒			Filed by a Party other than the Registrant ☐


			Sincerely,


			Joseph P. Adams, Jr.
			Chairman of the Board of Directors



Matthew Rinklin Director since February 2025			Mr. Rinklin has served on our Board of Directors since February 2025. Mr. Rinklin focuses on direct infrastructure investments across the energy, transportation and environmental services sectors. At GCM Grosvenor Inc. (“GCM”), he leads the investment activity for the Infrastructure Advantage Strategy with over $2 billion of capital under management. He is also a member of the Infrastructure Advantage Investment Committee. Prior to joining GCM in June 2018, Mr. Rinklin served as Senior Vice President at Oaktree Capital Management (“Oaktree”), where he was responsible for originating, executing and managing infrastructure investments. Prior to joining Oaktree, Mr. Rinklin was a Vice President at Highstar Capital. Over his infrastructure investment career, he has served on the board of directors of several private and public companies. Mr. Rinklin received his Bachelor of Arts in Economics from the University of Chicago. GCM proposed Mr. Rinklin as its nominee for our Board of Directors pursuant to its rights under the Investor Rights Agreement, dated as of February 26, 2025, among the Company and certain affiliates of GCM (the “Investor Rights Agreement”), and our Board of Directors approved his election to the Board of Directors due to his extensive experience in making and managing infrastructure investments and in serving on the boards of various private and public companies.


Name	Fees Earned or Paid in Cash	Share Awards	Option Awards⁽¹⁾	Total
James L. Hamilton	$150,000	$10,000	—	$160,000
Judith A. Hannaway	$150,000	—	—	$150,000
Ray M. Robinson	$150,000	—	—	$150,000


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
Scott Christopher, Former Chief Financial Officer, Chief Accounting Officer and Treasurer⁽²⁾	2025	102,273	450,000	—	222⁽¹⁾	552,495
	2024	200,000	900,000	—	10,760	1,110,760
	2023	200,000	950,000	—	10,310	1,160,310


Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership	Percent of Class⁽²⁾
GCM Grosvenor⁽³⁾	19,559,903	14.7%
The Washington State Investment Board⁽⁴⁾	11,785,779	11.9%
Wellington Management Group LLP⁽⁵⁾	11,795,824	10.1%
BlackRock, Inc.⁽⁶⁾	7,667,755	6.7%
Steven D. Lebowitz⁽⁷⁾	6,683,501	5.8%
Frontier Capital Management Co., LLC⁽⁸⁾	6,576,963	5.7%
The Vanguard Group⁽⁹⁾	5,458,522	5.5%
AllianceBernstein L.P.⁽¹⁰⁾	6,282,724	5.4%
Fortress Investment Group LLC and certain affiliates⁽¹¹⁾	1,330,956	1.1%
James L. Hamilton⁽¹²⁾	11,596	*
Judith A. Hannaway⁽¹²⁾	12,027	*
Ray M. Robinson⁽¹²⁾	106,839	*
Joseph P. Adams, Jr.⁽¹²⁾	943,044	*
Matthew Rinklin⁽¹²⁾	0	*
Kenneth J. Nicholson⁽¹²⁾	1,675,539	1.8%
Carl R. Fletcher IV⁽¹²⁾	30,000	*
Scott Christopher⁽¹³⁾	17,800	*
All directors, nominees and executive officers as a group (7 persons)	3,062,932	2.6%


Year	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
2025	$5,896	$722	$—	$7
2024	$4,577	$—	$—	$7