📜 What This Proxy Statement Is 📑

This document is a Proxy Statement (Form DEF 14A), which is essentially a comprehensive instruction manual for the company's annual meeting. It tells shareholders exactly what they will be voting on and why those issues matter to the company's future. 👉 It serves to guide you on how to exercise your voting rights at the 2026 Annual Meeting of Shareholders.

The meeting is scheduled for May 29, 2026, at 9:00 a.m. Eastern Time, and the Proxy Statement was filed on April 20, 2026. To participate, shareholders of record as of April 1, 2026, must vote through the internet, by phone, or by mailing back the provided proxy card.

🏗️ Who FTAI Infrastructure Inc. Is 🏢

FTAI Infrastructure Inc. is a large corporation focused on the complex, global field of infrastructure. Although the filing is highly governance-focused, the deep experience of its leadership—including background in aviation, shipping, and transportation—confirms that the company operates within the massive and critical infrastructure sector.

👉 The company’s operational continuity and growth depend heavily on its board of directors and management, which is why the governance sections of the proxy are so detailed.

🗳️ What Shareholders Will Vote On ⚖️

The Annual Meeting is primarily structured around three key proposals that require the votes of the shareholders. Understanding these three items is the most important part of reading the document.

• Election of Director: Shareholders will vote to elect one Class I director. The current board is structured into three classes, with members serving staggered three-year terms to manage change smoothly.
• Accounting Firm Approval: Shareholders must vote to approve KPMG LLP as the company's independent registered public accounting firm for Fiscal Year 2026.
• Other Business: There is a catch-all category for any other properly presented business or meeting adjournment.

👉 A quorum (a majority of outstanding shares) must be present for the meeting to legally proceed. For the director election, a plurality of votes cast is required, while for approving KPMG, a majority of votes present is required.

🏛️ Board of Directors Structure and Governance ✅

The Board of Directors oversees the company and manages its strategic direction. The proxy details the current board composition, meeting structure, and internal rules designed to ensure ethical and legal operations.

• Board Size & Structure: The Bylaws fix the number of directors at five. The board operates under a staggered, three-year class system.
• Committees: The board relies on specialized committees, all of which are composed entirely of independent directors:
  • Audit Committee: Oversees financial reporting. (Chair: James L. Hamilton)
  • Compensation Committee: Oversees director and executive pay. (Chair: Ray M. Robinson)
  • Nominating and Corporate Governance Committee: Oversees board membership and candidates. (Chair: Judith A. Hannaway)
• Independence: The Board affirms that Ms. Hannaway, Messrs. Hamilton, Rinklin, and Robinson qualify as independent directors under Nasdaq rules. 👉 Maintaining a majority of independent directors helps ensure decisions are made in the best interest of all shareholders, not just insiders.
• Leadership Structure: The Board decided not to separate the CEO and Chairman roles, which is why Joseph P. Adams, Jr. has served as Chairman since August 2022, and Kenneth J. Nicholson has served as CEO since the same date.

🧑‍⚖️ Director Nominee: James L. Hamilton 🧑‍💼

The Board of Directors unanimously proposes James L. Hamilton for election as a Class I director. This is a key decision the shareholders must vote on.

• Term: If elected, Mr. Hamilton will serve until the 2029 annual meeting and until his successor is qualified.
• Why it matters: The Board recommends voting FOR him, emphasizing that his extensive experience in transportation and investment banking provides valuable guidance to the board.
• Current Board Member Roles: The board lists the full current directors, including:
  • Joseph P. Adams, Jr. (Chairman since Aug 2022)
  • James L. Hamilton (Director since Aug 2022)
  • Judith A. Hannaway (Director since Jul 2022)
  • Ray M. Robinson (Director since Aug 2022)
  • Matthew Rinklin (Director since Feb 2025)
• Professional Depth: The profiles highlight the directors' backgrounds in complex financial areas, including private equity, investment banking, and major infrastructure sectors.

💸 Compensation and Executive Officers 💰

This section addresses who runs the company and how they are paid. A notable element here is the separation between FTAI and its Manager.

• Management Relationship: The officers (CEO Kenneth J. Nicholson and CFO Carl Russell Fletcher IV) are employees of the Manager (or an affiliate), not FTAI directly.
• 2025 Compensation Focus (Scott Christopher): The compensation for former CFO, Chief Accounting Officer, and Treasurer Scott Christopher is detailed. It was determined that the entire amount paid to him in 2025 was for services performed for FTAI, even though the Manager technically paid it.
  • 2025 Payments: Christopher received a Base Salary of $102,273, a discretionary Bonus of $450,000, plus other benefits (401k matching, life insurance). 👉 This specific detail reassures shareholders that the Manager accounted for the services dedicated to FTAI.

📜 Key Corporate Governance Policies 🌐

The Board of Directors maintains several policies to guide ethical conduct and ensure good corporate management.

• Codes of Conduct: The company has adopted a Code of Business Conduct and Ethics and a Code of Ethics for Senior Officers. 👉 These codes establish standards for honest, accurate, and timely disclosure for all employees and directors.
• Reporting: The company committed to making annual reports (10-K), quarterly reports (10-Q), and current reports (8-K) available on its website at www.fipinc.com.
• Risk Management: Risk oversight is managed by the Chief Executive Officer, who receives reports from compliance and security officers. The Board regularly reviews the company’s credit, liquidity, and operational risks.

📧 Contact and Voting Procedures 📞

If you have questions or need to submit your vote, the company provides clear instructions on how to communicate and how to process your proxy materials.

• Shareholder Records: Shares held directly (Registered) are managed by Equiniti Trust Company, LLC. Shares held at a brokerage are held in "street name."
• Voting Methods: Shareholders can vote in three ways: (1) attending the meeting in person, (2) voting by telephone, or (3) voting by the Internet (using the enclosed proxy card).
• Proxy Revocation: If you are a shareholder of record, you have multiple options to revoke your proxy instructions, including logging onto the Internet site provided on the card.
• Investor Relations Contact: For more information, you can write to the Company at 1345 Avenue of the Americas, 45th Floor, New York, New York 10105, Attention: Investor Relations, or call (212) 798-6128.

🧠 The Analogy 🏠

Think of the Proxy Statement like the rulebook for a major homeowners' association (HOA) annual meeting. The Board of Directors is the governing body, and the shareholders are the homeowners. Before you vote on anything—whether it's approving the annual budget (KPMG LLP), electing a new committee chair (Director election), or establishing rules for maintaining property values (Governance Policies)—the rulebook meticulously lays out who can vote, how the vote counts, who is running the meeting, and why the decisions are being considered.

🧩 Final Takeaway 🔑

The core purpose of this filing is to give shareholders a clear, legally required list of votes for the 2026 Annual Meeting, covering the election of a director and the appointment of an auditor (KPMG LLP). All governance structures and executive compensation details serve to build trust and demonstrate accountability before the critical votes are cast on May 29, 2026.