James L. Hamilton
About James L. Hamilton
Independent Class I director (age 70) serving since August 2022; Audit Committee Chair and SEC-designated Audit Committee Financial Expert. Background spans two decades leading transportation investment banking at J.P. Morgan (Global Head 2010–2020; Managing Director 2006–2010), preceded by maritime operations as a merchant marine deck officer and service in the U.S. Naval Reserve (Lt. Commander). Education: B.S., Marine Transportation (U.S. Merchant Marine Academy); MBA, Finance (NYU Stern). The Board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan | Global Head, Transportation Investment Banking Coverage | 2010–2020 | Led sector coverage; strategic, financing and capital markets leadership in transport vertical |
| J.P. Morgan | Managing Director, Transport Group | 2006–2010 | Senior origination and execution in transport |
| Gulf Oil Corporation | Merchant marine deck officer | Prior to MBA (dates not disclosed) | Maritime operations experience |
| U.S. Naval Reserve | Lieutenant Commander | >10 years (dates not disclosed) | Leadership and discipline; public service |
| Northwestern University Transportation Center | Business Advisory Council member (prior) | Dates not disclosed | Sector advisory participation |
| New York Archdiocese School Board (Manhattan District) | Board member (prior) | Dates not disclosed | Community governance experience |
External Roles
| Organization | Role | Since/Through | Committees/Impact |
|---|---|---|---|
| Crowley Holdings, Inc. | Independent Director; Audit Committee Chair | Feb 19, 2025–present | Audit oversight; chair responsibilities |
| Ingram Industries | Director | 2019–present | Board oversight (company type not disclosed) |
| USMMA Alumni Association & Foundation | Board member; past Chair; past Vice Chair Finance; past Audit Chair | Since 2009 | Financial oversight and audit leadership |
| Seaman’s Church Institute | Board of Trustees; Vice Chair of Finance & Investment Committee | Current | Finance/investment governance |
Board Governance
- Classification and term: Class I; term expires at the 2026 annual meeting .
- Independence: Determined independent under Nasdaq standards .
- Committee assignments:
- Audit Committee: Chair; independent; SEC Audit Committee Financial Expert .
- Compensation Committee: Member; independent .
- Nominating & Corporate Governance Committee: Member; independent .
- Board/committee activity: Board met 6x in 2024; Audit met 5x; Compensation 2x; Nominating 1x; no director attended fewer than 75% of meetings of the Board and applicable committees .
- Executive sessions: Non-management directors hold executive sessions; presiding director rotates among committee chairs .
- Lead independent director: Company does not have one; an independent director presides over executive sessions .
- Hedging policy: Directors prohibited from hedging or short-selling company securities .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual non-employee director compensation | $150,000 | Applies to non-employee directors excluding Mr. Adams and Mr. Rinklin |
| Audit Committee Chair fee | +$10,000 | Paid to chairperson of Audit Committee |
| Form of payment | Cash or shares at director election | Shares granted under shareholder-approved plan; independence must be preserved |
| One-time option grant (initial) | Fully vested options to purchase 5,000 shares | Granted at first meeting attended; under the Nonqualified Stock Option and Incentive Award Plan |
2024 Director Compensation (Hamilton)
| Name | Fees Earned or Paid in Cash | Share Awards | Option Awards | Total |
|---|---|---|---|---|
| James L. Hamilton | $145,000 | $15,000 | — | $160,000 |
Option Holdings (as of Dec 31, 2024)
| Holder | Options Exercisable (≤60 days) | Notes |
|---|---|---|
| James L. Hamilton | 5,000 | Initial director grant; fully vested |
Performance Compensation
- No performance-based director compensation (e.g., PSUs, performance options, TSR-linked awards) is disclosed; director pay comprises fixed cash retainers, optional share awards, and a one-time option grant at onboarding .
Other Directorships & Interlocks
| Company/Institution | Role | Interlock/Relationship to FIP |
|---|---|---|
| Crowley Holdings, Inc. | Independent Director; Audit Chair | No related-party transactions with FIP disclosed; independent role |
| Ingram Industries | Director | No related-party transactions with FIP disclosed |
| USMMA Alumni Association & Foundation | Board member; past Chair; finance/audit leadership | Non-profit; no conflicts disclosed |
| Seaman’s Church Institute | Trustee; Vice Chair Finance & Investment | Non-profit; no conflicts disclosed |
Expertise & Qualifications
- SEC “Audit Committee Financial Expert”; deep accounting and financial reporting oversight experience .
- Transportation industry expertise across shipping, rails, and logistics; strategic and capital markets acumen from J.P. Morgan leadership roles .
- Governance and audit leadership across multiple boards and foundations .
- Education: B.S. Marine Transportation; MBA in Finance .
Equity Ownership
Beneficial Ownership (as of April 1, 2025)
| Holder | Shares Beneficially Owned | Percent of Class | Included Options (≤60 days) |
|---|---|---|---|
| James L. Hamilton | 11,596 | <1% | 5,000 |
Notes:
- Company-wide prohibition on hedging; pledging not addressed in the proxy .
- Director ownership guidelines are not disclosed in the proxy .
Governance Assessment
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Strengths
- Independent director; Audit Chair and SEC-recognized financial expert overseeing auditor selection, independence, and internal controls .
- Solid engagement: Board and committees met actively in 2024; no director fell below 75% attendance .
- Compensation conservatism for directors: modest cash retainer, small share awards, and standardized initial option grant; no ongoing performance equity for directors .
-
Potential risks and monitoring points
- External manager structure and related-party exposures: Fortress-affiliated Manager receives a 1.50% fee and broad operational mandate; options to Manager tied to equity offerings; independent directors reviewed and deemed fees “fair” (ongoing scrutiny warranted) .
- Communications routed via Manager’s Legal/Compliance before forwarding to directors—an optics concern for direct shareholder access .
- Preferred stock and Investor Rights Agreement with GCM introduce complex capital structure, conversion caps, and board designation rights (Rinklin as GCM designee), affecting governance dynamics and potential investor influence .
- No lead independent director, though independent presiding at executive sessions partially mitigates this .
-
Independence and conflicts
- Board determined Hamilton independent; no Hamilton-specific related-party transactions disclosed; he serves on Compensation Committee overseeing the Management Agreement review process .
Overall, Hamilton’s audit leadership and sector expertise bolster board effectiveness; continued focus on the Manager relationship, capital structure preferreds, and shareholder access processes is prudent for investor confidence .