Stephanie Hogue
About Stephanie Hogue
Stephanie Hogue (age 46) is President, Treasurer, Corporate Secretary, and a Director of Mobile Infrastructure Corporation (BEEP), serving on the board since August 2021 and holding executive roles including Interim CFO (Nov 2021–Aug 2022) and CFO (Aug 2022–May 2024) before the appointment of a new CFO in May 2024 . She is a Managing Partner at Bombe Asset Management (since 2020) and previously held senior corporate finance roles at PwC Corporate Finance LLC (Managing Director/New York Branch Manager 2017–2020; Director 2010–2017), highlighting deep credentials in finance, capital markets, and real estate/infrastructure investment . Her incentive design emphasizes pay-for-performance with a short-term bonus tied to NOI and Adjusted EBITDA Plus and a long-term program linked 50% to relative TSR vs. the Russell 2000, reinforcing alignment with shareholder returns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mobile Infrastructure Corporation | President; Director; Corporate Secretary; Treasurer | President/Director since Aug 2021; Corporate Secretary since Oct 2021; Treasurer since Aug 2023 | Executive leadership through public listing and capital structure actions; Board oversight |
| Mobile Infrastructure Corporation | Interim CFO; CFO | Interim CFO Nov 2021–Aug 2022; CFO Aug 2022–May 2024 | Led finance through merger/listing; transitioned to new CFO in May 2024 |
| Bombe Asset Management | Managing Partner | 2020–present | Capital markets and infrastructure/real estate investing leadership |
| PwC Corporate Finance LLC | Managing Director; New York Branch Manager | 2017–2020 | Advised on global divestitures and acquisitions |
| PwC Corporate Finance LLC | Director | 2010–2017 | Corporate finance execution and client advisory |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public Media Connect, Inc. | Board of Governors | Current | Non-profit PBS network governance |
| Indian Hill Club | Director | Current | Private club directorship |
| Color Up, LLC | Manager (historical) | Through at least Apr 2024 | Investment vehicle manager; entity was dissolved and distributed holdings in July 2024 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 450,000 | 450,000 |
| Target Bonus (% of salary) | 33.33% (policy) | 33.33% (policy) |
| Actual Annual Bonus ($) | 192,498 (cash, exceeded target for merger leadership) | 131,170 (cash; see breakdown below) |
| Stock Awards ($ grant-date value) | 684,959 (LTIP/other equity) | 1,200,000 (includes 156,250 RSUs for 2023 LTI granted Jan 10, 2024; TSR-linked LTI noted) |
| All Other Compensation ($) | — (not disclosed separately for 2023 in 2024 proxy) | 31,367 (401k $21,911; medical/vision/dental $9,456) |
Notes:
- 2024 cash bonus breakdown: $0 (NOI) + $20,400 (Adjusted EBITDA Plus) + $56,308 (discretionary) + $54,462 (allocated from CEO’s forfeited bonus) = $131,170; paid March 19, 2025 .
Performance Compensation
| Component | Metric/Terms | Weighting/Targets | Actual/Payout | Vesting |
|---|---|---|---|---|
| 2024 Short-Term Incentive (STI) | Company NOI | 50% of STI; Threshold $23.2m; Target $23.9m; Max $25.9m | Payout $0 for NOI component (Company below threshold for this tranche) | Cash; paid Mar 19, 2025 |
| 2024 Short-Term Incentive (STI) | Adjusted EBITDA Plus | 25% of STI; Threshold $16.2m; Target $17.1m; Max $19.1m | Payout $20,400 (component) | Cash |
| 2024 Short-Term Incentive (STI) | Discretionary (individual goals) | 25% of STI; score 1–5 (3=Threshold; 4=Target; 5=Max) | $56,308 (component) | Cash |
| 2024 STI – Allocation | Allocation from CEO | n/a | $54,462 (CEO requested allocation to Hogue/Gohr) | Cash |
| 2024 Long-Term Incentive (LTI) – Time-based | RSUs | 50% of LTI | 78,125 RSUs (granted Jan 10, 2024) | Vests in equal installments on Jan 10, 2025/2026/2027 |
| 2024 Long-Term Incentive (LTI) – Performance | TSR vs Russell 2000 | 50% of LTI; Threshold 35th pct=50% payout; Target 55th pct=100%; Max 75th pct=200%; linear interpolation | Earned/vesting contingent on 3-year TSR measurement (Jan 10, 2024–Jan 8, 2027) | Vests per performance outcomes |
| 2023 LTI (granted in 2024) | RSUs | n/a | 156,250 RSUs (granted Jan 10, 2024) | Vests in equal installments on Jan 10, 2025/2026/2027 |
| 2022 Performance Units (amended 2024) | VWAP hurdles | 50% vest if 5-day VWAP ≥ $13 on/before Dec 31, 2026; 50% vest if 5-day VWAP ≥ $16 on/before Dec 31, 2028 | 843,750 Performance Units outstanding for Hogue (class of Operating Company units) | If vested, convertible to Common Units after 1-year hold; then redeemable for BEEP stock or cash at Company option |
Additional equity outstanding (as of 12/31/2024):
- “Number of Securities That Have Not Vested”: 1,216,975 (includes performance/time-based awards) .
- “Equity Incentive Plan Awards: Number of Unearned Securities/Other Rights That Have Not Vested”: 941,950 .
Vesting Schedules and Potential Selling Pressure Windows
- Time-based RSUs from 2024 LTI (78,125) vest equally on Jan 10, 2025, Jan 10, 2026, and Jan 10, 2027; 2023 LTI RSUs (156,250) vest equally on these same anniversaries, increasing potential float on those dates absent retention or holding .
- Amended 2022 Performance Units for Hogue vest upon stock price VWAP triggers ($13 by Dec 31, 2026; $16 by Dec 31, 2028), which, if achieved, could convert after a one-year hold into Common Units and then potentially into shares (or cash, at Company option) .
Equity Ownership & Alignment
| Item (as of Mar 31, 2025 unless noted) | Value |
|---|---|
| Total beneficial ownership – Common Stock | 2,273,755 shares (5.3%) |
| Total beneficial ownership – Operating Company Common Units | 2,321,474 units (4.9%) |
| Components/notes | Common Stock includes 42,631 shares and 382,978 warrants held via Bombe and 1,798,364 shares via Bombe-MIC Pref; also 548 shares held as custodian for children . Common Units include 189,937 vested LTIP Units convertible within 60 days and 2,131,537 Common Units via Bombe . |
| Hedging/Pledging | Hedging prohibited by insider trading policy; no pledging disclosure identified in proxy . |
| Ownership guidelines | NEOs required to hold ≥1.5x salary; compliance stated for all current directors and NEOs (5-year compliance window from appointment) . |
Employment Terms
| Term | Details |
|---|---|
| Agreement dates/term | Employment Agreement dated Aug 25, 2021; initial 3-year term with automatic 1-year renewals unless 90-days’ notice given . |
| Compensation opportunity | Base salary $450,000; target bonus up to 33.33% of salary; annual target equity award up to $600,000; right to elect salary/bonus in equity; equity vesting typically over 3 years . |
| Severance (Qualifying Termination) | 1x total cash comp (salary + target bonus) on death/disability; 2x for termination without Cause, Good Reason resignation, or Company non-renewal; 3x if such termination occurs on or within 12 months after a Change in Control (double-trigger) . |
| Equity on termination | Time-based equity vests in full upon qualifying severance; other benefits include 18 months COBRA and unpaid compensation . |
| Restrictive covenants | 2-year non-compete and non-solicitation; confidentiality and non-disparagement covenants . |
| Clawback | Dodd-Frank-compliant clawback of incentive-based compensation tied to financial reporting measures (including stock price and TSR) for restatements; 2024 technical restatement did not trigger recovery . |
| Options policy | Company does not grant stock options; policies to avoid grants around MNPI; not applicable to RSUs/LTIP/Performance Units without exercise price . |
Board Governance (Director Service, Committees, Independence)
- Director since August 2021; executive director (not independent) .
- Committee roles: None; audit, compensation, and nominating/governance committees comprise independent directors (chairs: Audit—Garfinkle; Compensation—Osher; Nominating/Gov—Jones) .
- Board meeting attendance: Each director other than Mr. Greiwe attended ≥75% of 2024 board/committee meetings .
- Board leadership: CEO also serves as Co-Chairman; independent Co-Chairman and independent committee chairs provide counterbalance; executive sessions of independents used for oversight .
- Employee directors (like Hogue) receive no director fees; only non-employee directors receive retainers/equity .
Director Service History and Dual-Role Implications
- Board tenure: Since Aug 2021; executive director concurrently serving as President/Treasurer/Corporate Secretary .
- Independence: Not independent due to executive role; however, majority of board is independent and all committees are independent; independent Co-Chairman structure mitigates concentration of power with the CEO also serving as Co-Chairman .
- Board attendance: ≥75% in 2024 (except one director) supports engagement .
- No director fees for employee directors avoids double compensation .
Performance & Track Record Context
- Company achievements highlighted in the 2025 proxy: large-scale lease-to-management conversions (29 of 40 assets) for higher control/analytics, asset sales of non-core properties at attractive multiples, refinancings extending maturities, and authorization of a $10 million share repurchase program; management emphasizes long-term value creation and a 36-month asset rotation plan .
- Short-term incentive metrics for 2024 and the LTI TSR-based program directly tie executive pay to operating and market performance outcomes .
Related Party and Interlocks (Governance Risk Scans)
- Bombe and Bombe-MIC Pref: Hogue is a Managing Partner/member; entities beneficially own BEEP equity/warrants and Common Units; relationships fully disclosed .
- Color Up: Hogue previously a manager; entity dissolved with liquidating distribution of BEEP securities/Common Units/Warrants to members in July 2024 .
- Operating Company governance: As of Mar 31, 2025, the Operating Company board has two members—Chavez (2 votes) and Hogue (1 vote); membership includes executives and affiliated entities (including Bombe); MIC owns ~90.3% of Common Units .
- Independent compensation consultant: Farient Advisors engaged by compensation committee in 2024; committee assessed no conflicts .
- Equity award modifications: 2022 performance awards for Hogue and CEO were amended on May 30, 2024 to stock price VWAP triggers ($13 by 2026; $16 by 2028); committee/board cited long-term alignment rationale; treated as cancellation/re-grant of performance awards .
Equity Overhang and Plan Capacity
- As of Dec 31, 2024, 1,779,910 securities subject to issuance under the 2023 Incentive Award Plan; 1,907,590 remaining available; additional shares may be issued upon redemption of Operating Company units tied to LTIP/Performance Units granted pre-merger .
Investment Implications
- Pay-for-performance alignment: Annual bonus tied to NOI and Adjusted EBITDA Plus is grounded in operating cash flow drivers, while LTI is 50% time-based and 50% relative TSR (35th/55th/75th percentile thresholds), aligning economics with shareholder returns and creating leverage to outperformance .
- Retention and turnover risk: Two-year non-compete/non-solicit, multi-year vesting (through 2027), and meaningful unvested equity (including amended performance units) support retention; double-trigger 3x severance within 12 months of a change in control provides transition protection but can elevate deal-related costs .
- Near-term supply/overhang signals: Equal installment RSU vesting dates (Jan 10, 2025/2026/2027) and performance-unit price hurdles (by Dec 31, 2026 and Dec 31, 2028) are potential liquidity windows if shares are delivered upon redemption; company retains option to settle Common Units in cash or shares, affecting dilution .
- Governance considerations: Hogue’s dual role (executive + director) and affiliations with investment entities (Bombe/Bombe-Pref) are mitigated by majority-independent board, independent Co-Chair, independent committees, hedging prohibition, stock ownership guidelines compliance, and clawback policy; nonetheless, the 2024 modification of performance awards merits ongoing scrutiny for pay design rigor versus shareholder alignment .
Appendix: Key Quantitative Tables
Multi-Year Compensation (Summary Compensation Table)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 450,000 | 450,000 |
| Bonus ($) | 192,498 | 131,170 |
| Stock Awards ($) | 684,959 | 1,200,000 |
| All Other Compensation ($) | — | 31,367 |
| Total ($) | 1,327,457 | 1,812,537 |
2024 STI Design and Outcomes
| Component | Weight | Target(s) | Hogue Payout ($) |
|---|---|---|---|
| NOI | 50% | $23.2m (Threshold) / $23.9m (Target) / $25.9m (Max) | 0 |
| Adjusted EBITDA Plus | 25% | $16.2m (Threshold) / $17.1m (Target) / $19.1m (Max) | 20,400 |
| Discretionary (1–5 scale) | 25% | 3=Threshold; 4=Target; 5=Max | 56,308 |
| CEO Allocation | n/a | n/a | 54,462 |
| Total | 100% | — | 131,170 |
Outstanding Equity Awards (as of 12/31/2024)
| Metric | Amount |
|---|---|
| Number of Securities That Have Not Vested (#) | 1,216,975 |
| Equity Incentive Plan Awards: Unearned (#) | 941,950 |
| Notable components | 843,750 Performance Units (price hurdles); 98,200 RSUs vesting upon TSR at 75th percentile |
Beneficial Ownership (as of 3/31/2025)
| Item | Amount |
|---|---|
| Common Stock beneficially owned | 2,273,755 (5.3%) |
| Operating Company Common Units beneficially owned | 2,321,474 (4.9%) |
| Components | 189,937 vested LTIP Units (within 60 days); 2,131,537 Common Units via Bombe; Common Stock includes 42,631 shares + 382,978 warrants via Bombe, and 1,798,364 shares via Bombe-Pref; 548 shares as custodian |
Employment Economics and Protections
| Item | Term |
|---|---|
| Target bonus | Up to 33.33% of salary |
| Target equity award | Up to $600,000 (annual; typical 3-year vest) |
| Severance – death/disability | 1x total cash comp |
| Severance – without Cause/Good Reason/non-renewal | 2x total cash comp |
| Severance – within 12 months post-Change in Control | 3x total cash comp (double-trigger) |
| Non-compete / Non-solicit | 2 years |
| COBRA | 18 months (on qualifying severance) |
| Clawback | Dodd-Frank compliant; 2024 revision did not trigger recovery |
Director Governance Snapshot
| Item | Status |
|---|---|
| Independence | Not independent (executive director) |
| Committee memberships | None (committees are independent directors) |
| Board attendance | ≥75% in 2024 (except one director) |
| Director compensation | Employee directors receive no director fees |
| Board leadership | CEO is Co-Chair; independent Co-Chair and chairs of committees |
Sources: BEEP DEF 14A (2025-04-23) and DEF 14A (2024-04-26); 8-K (2025-04-02). Citations throughout.