Buck Fletcher

About Buck Fletcher

Carl Russell “Buck” Fletcher IV, age 40, was appointed Chief Financial Officer and Chief Accounting Officer of FTAI Infrastructure Inc. in March 2025 and became an employee of Fortress (FIP’s external Manager) in February 2025 . He brings 18+ years of energy, power and infrastructure investment experience; prior roles include interim Co‑CEO and CFO of Onyx Renewable Partners (a Blackstone Energy Partners platform), associate at The Blackstone Group advising on the formation of Onyx, private equity at Portfolio Advisors (secondaries and co‑investments), and investment banking in Bank of America Merrill Lynch’s Global Power & Utilities group . Education: B.A. European History, Washington & Lee University; MBA, Duke University . His tenure coincides with FIP’s Long Ridge acquisition and related capital structure actions completed February 26, 2025, which establish near‑term financing and equity overhang dynamics relevant for a new CFO focused on integration and capital markets execution .

Past Roles

External Roles

Fixed Compensation

• Structure: FIP’s executive officers (including the CFO) are employees of Fortress (the external Manager) and are compensated by the Manager, not by FIP; FIP does not reimburse the Manager for executive compensation and does not determine or disclose detailed pay elements for executives like Mr. Fletcher .
• 2024 precedent (former CFO): For context, former CFO Scott Christopher (exclusively dedicated to FIP in 2024) received $200,000 base salary, $900,000 discretionary bonus (paid early 2025), and ~$10.8k other comp from the Manager; this illustrates the Manager‑paid structure but is not indicative of Mr. Fletcher’s pay .

Performance Compensation

• Equity plan mechanics relevant to officers and selling pressure
  • Equity Plan reserve: 30,000,000 shares, with an automatic “evergreen” increase equal to 10% of shares issued in future equity offerings; primary use includes granting options to the Manager in connection with equity raises .
  • Manager options: Typically fully vested at grant, exercisable 1/30th monthly over 30 months, 10‑year term; designed to align Manager economics with shareholders in capital raising . In connection with the February 2025 Series B financing, FIP granted the Manager an option for 2,852,049 shares at $5.61, fully vested and exercisable 1/30th monthly over 30 months; expires in 10 years .
  • Tandem Options (to Manager employees, potentially including executives): When assigned, vest generally monthly over the remainder of the 30‑month schedule and become exercisable only at the end of the 30 months; accelerate to fully vested and exercisable if the holder is terminated without cause within 12 months after a change of control .
  • 2024 grants: No Tandem Options were granted to executive officers or directors in 2024 .

• Cash bonus metrics: FIP does not disclose specific performance metrics/weightings for executive bonuses because compensation is set and paid by the Manager; former CFO’s 2024 bonus was discretionary (illustrative only) .

Equity Ownership & Alignment

• Beneficial ownership: Mr. Fletcher is not individually listed among directors, director nominees, or named executive officers in FIP’s April 1, 2025 beneficial ownership table; no individual ownership for him is disclosed as of the record date .
• Hedging/shorting: The insider trading policy prohibits directors, executive officers and employees from hedging or short‑selling FIP securities (e.g., puts, calls, derivatives) .
• Pledging: No specific disclosure regarding pledging by Mr. Fletcher; none noted in the proxy .

Employment Terms

• Start date and role: CFO and Chief Accounting Officer since March 2025; employee of Fortress since February 2025 .
• Severance/change‑of‑control: Executive pay/agreements are with the Manager and not disclosed by FIP. As context only, the former CFO had no severance entitlement upon termination by the Manager; Plan‑related equity (Tandem Options if any) would accelerate upon certain CoC/termination conditions as noted above .
• Clawbacks/other policies: Proxy does not disclose a compensation clawback policy; insider hedging is prohibited per policy .

Investment Implications

• Transparency and alignment: Because FIP’s executives are paid by Fortress, investors lack direct visibility into Mr. Fletcher’s base/bonus targets or equity mix; alignment relies on Plan mechanics (Manager options and any Tandem Options) rather than traditional company‑granted RSUs/PSUs to executives .
• Potential selling pressure/overhang:
  • Manager options granted February 2025 (2.85M shares at $5.61) are fully vested and become exercisable ratably over 30 months, creating steady potential supply; Tandem Options (if assigned) become exercisable only after 30 months, which can defer executable supply by covered employees .
  • GCM’s Series B Convertible Junior Preferred Stock carries a conversion price of $8.18, a share issuance cap of 22,237,370 shares (≈19.5% of outstanding at issuance) without shareholder approval, and robust registration rights enabling shelf and underwritten offerings, which can influence float and liquidity; holders are also subject to a 19.99% post‑conversion beneficial ownership cap per holder .
  • Ares‑related 550,000 Series A Warrants at $10.00 add incremental optionality overhead .
• Execution fit: Fletcher’s background—renewables operations/strategy, complex M&A and financing—aligns with FIP’s current priorities including Long Ridge consolidation and preferred/warrant capital structure actions executed in February 2025 .

Key data limitations: FIP does not disclose Mr. Fletcher’s salary, bonus targets, or individual equity awards because compensation is determined and paid by the external Manager; ownership for Mr. Fletcher is not individually disclosed as of April 1, 2025. These constraints limit pay‑for‑performance granularity at the executive level. **[1899883_0001140361-25-014068_ny20044762x1_def14a.htm:20]** **[1899883_0001140361-25-014068_ny20044762x1_def14a.htm:28]** **[1899883_0001140361-25-014068_ny20044762x1_def14a.htm:29]**