Joseph P. Adams, Jr.
About Joseph P. Adams, Jr.
Joseph P. Adams, Jr. (age 67) is Chairman of FTAI Infrastructure Inc.’s (FIP) Board since August 2022, and was a long-time senior leader at Fortress Investment Group through May 2024; he currently serves as CEO and Chairman of FTAI Aviation Ltd. (Nasdaq: FTAI). He holds a B.S. in Engineering from the University of Cincinnati and an M.B.A. from Harvard Business School, and has deep private equity, investment banking, and transportation industry experience, including serving as the first Executive Director of the U.S. Air Transportation Stabilization Board in 2002 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortress Investment Group LLC | Managing Director; member of Management Committee | Until May 2024 | Private equity leadership; portfolio company board oversight |
| FTAI Aviation Ltd. (prior to spin-off relationship) | External management via FIG LLC (Manager to FIP) | Ongoing historical linkage | Strategic and financing expertise spanning aviation/infrastructure |
| Brera Capital Partners | Partner | Not disclosed | Private equity investing |
| Donaldson, Lufkin & Jenrette | Partner, Transportation industry group | Not disclosed | Investment and merchant banking in transport sectors |
| Air Transportation Stabilization Board (U.S.) | First Executive Director | 2002 | Federal stabilization oversight in aviation |
| Seacastle, Inc.; SeaCube Container Leasing Ltd.; Aircastle Limited; RailAmerica Inc. | Director | Previously | Transportation/logistics asset governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FTAI Aviation Ltd. (Nasdaq: FTAI) | Chief Executive Officer; Chairman of the Board | Current | Strategic leadership; board governance |
Board Governance
- Board structure: FIP’s Board is classified (staggered), with 5 directors across three classes; Adams is a Class III director up for re-election in 2025, nominated to serve through 2028 .
- Independence: The Board determined Hannaway, Hamilton, Rinklin, and Robinson are independent; Adams is not listed as independent (implying non-independent status) .
- Committees: All three standing committees (Audit; Compensation; Nominating & Corporate Governance) are fully independent; Adams is not a member and does not chair any committee. Committee chairs: Hamilton (Audit), Robinson (Compensation), Hannaway (Nominating) .
- Attendance: The Board met 6 times in 2024; no director attended fewer than 75% of Board and committee meetings .
- Leadership: Roles of CEO and Chairman are separated (Chair: Adams; CEO: Nicholson). No lead independent director; executive sessions are presided by an independent director on a rotating basis .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | “Mr. Adams … [is] not separately compensated by us” |
| Committee membership fees | $0 | Committees are fully independent; Adams not a member |
| Committee chair fees | $0 | Audit Chair receives $10,000; Adams is not Audit Chair |
| Meeting fees | Not disclosed | Company does not disclose per-meeting fees; retainer framework applies |
Performance Compensation
| Instrument | Grant date | Shares/Units | Fair value | Terms (strike/vesting) |
|---|---|---|---|---|
| Stock options (beneficially owned) | Not disclosed | 543,478 (exercisable or within 60 days) | Not disclosed | Strike/vesting not disclosed for Adams’s awards; Company uses option grants to Manager and may grant/direct Tandem Options to directors; director initial one-time option grants apply to new non-employee directors generally, but Adams is excluded from non-employee director compensation |
- Plan context: FIP’s Nonqualified Stock Option and Incentive Award Plan allows option grants to the Manager (up to 10% of equity issuance) with possible Tandem Options to directors; options fully vest at grant and become exercisable in monthly installments over 30 months; all Manager options accelerate on change-of-control .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| FTAI Aviation Ltd. (Nasdaq: FTAI) | CEO; Chairman | FIP was spun out from FTAI Aviation; multiple FIP directors also serve on FTAI Aviation boards (Hannaway; Robinson), creating governance interlocks across affiliated platforms |
Expertise & Qualifications
- Education: B.S. Engineering (University of Cincinnati); M.B.A. (Harvard Business School) .
- Domain expertise: Transportation and infrastructure investing; private equity and investment banking; board governance across transport/logistics; U.S. ATSB executive leadership .
- Board-relevant skills: Strategic/financial planning, investor relations, risk management; broad network in transport sectors .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Joseph P. Adams, Jr. | 943,044 | <1% (“*”) | Includes 543,478 shares issuable upon exercise of options currently exercisable or within 60 days |
| Shares outstanding (record date reference) | 114,761,435 | — | As of April 1, 2025 |
- Hedging/pledging: Company prohibits hedging and short-selling by directors and officers; no specific pledging disclosures for Adams in proxy .
Governance Assessment
-
Independence and committee segregation: Adams is Board Chair but not independent; all oversight committees are independent-only and exclude him, which mitigates risks but concentrates agenda-setting power with a non-independent Chair; no lead independent director to counterbalance .
-
Attendance and engagement: Meets minimum engagement standards (≥75% attendance), with a 6-meeting cadence in 2024; executive sessions occur with independent presiders .
-
Compensation alignment: Adams is not paid a director retainer or chair fee, reducing cash conflicts; however, significant option holdings (543,478 exercisable within 60 days) create market-linked incentives; award specifics (strike/vesting) are not disclosed for his grants .
-
Related-party and manager exposure: Historical and structural ties to Fortress (Manager), including ongoing Management Agreement (1.50% of average equity monthly), option issuance to Manager aligned with capital raising, and robust registration rights for Fortress Entities; Jefferson Terminal NCI held by Manager affiliates, office sublease, and land lease to Manager affiliates—all signal related-party complexity and potential conflicts requiring diligent independent oversight .
-
Interlocks: Concurrent leadership at FTAI Aviation and overlapping directors (Hannaway; Robinson) increase network interlocks between FIP and FTAI Aviation, potentially affecting information flow and decision independence .
-
RED FLAGS
- Non-independent Board Chair with prior senior role at Fortress while FIP remains externally managed by a Fortress affiliate .
- Extensive related-party arrangements (Manager fees, registration rights, NCI at Jefferson Terminal, office and land leases) necessitate strong independent committee scrutiny .
- Absence of a lead independent director despite a non-independent Chair .
-
Mitigants
- All key oversight committees are fully independent and chaired by independent directors .
- Insider trading policy prohibits hedging/short positions, supporting alignment .
- Disclosure of board/committee meeting frequency and attendance supports accountability .
Implications: Governance confidence hinges on the effectiveness of independent committees to police related-party exposures and capital-linked option practices. Adams’s lack of cash compensation is positive, but option-driven incentives plus interlocks with FTAI Aviation and Fortress relationships amplify the need for robust conflict management and transparent approvals by independent directors .