FTAI Infrastructure (FIP) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 29, 2025, to elect two Class III directors and approve the appointment of Ernst & Young LLP as independent auditor for 2025.

• Shareholders of record as of April 1, 2025, are eligible to vote; voting can be done by mail, phone, or internet.

• Proxy materials, including the annual report, are available online and by request.

Voting matters and shareholder proposals

• Proposals include electing two Class III directors (Joseph P. Adams, Jr. and Judith A. Hannaway) and ratifying Ernst & Young LLP as auditor.

• Shareholders may submit proposals for the 2026 meeting by December 17, 2025, and director nominations must comply with bylaw requirements.

• Board recommends voting FOR both proposals.

Board of directors and corporate governance

• Board consists of five members divided into three classes with staggered three-year terms.

• Majority of directors are independent per Nasdaq standards; committees (Audit, Compensation, Nominating/Governance) are fully independent.

• GCM has the right to designate a director as long as it holds at least 10% of common stock.

• Board held six meetings in 2024; all directors attended at least 75% of meetings.

• Corporate governance documents and codes of ethics are available on the company website.