Judith A. Hannaway
About Judith A. Hannaway
Independent director (Class III) at FTAI Infrastructure Inc. (FIP), age 73, serving since July 2022. Background spans transportation finance and investment products: Managing Director at Scudder Investments (closed-end, offshore and REIT funds), SVP in Alternative Investments at Kidder Peabody, SVP in Merrill Lynch’s leveraged leasing group (aircraft/transport equipment), and early barge financing at Continental Grain. Education: B.A. with honors from Newton College of the Sacred Heart; MBA from Simmons College Graduate Program in Management. Also serves on FTAI Aviation’s board and has extensive prior public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scudder Investments (Deutsche Bank Asset Mgmt) | Managing Director; Special Product Development (closed-end, offshore, REIT funds) | 1994–2004+ (years not fully specified) | Product creation across fund structures |
| Kidder Peabody | Senior Vice President, Alternative Investment Product Development | 1983–1994 | Alternative product development leadership |
| Merrill Lynch | Senior Vice President, Leveraged Leasing Group (aircraft and transport equipment) | Pre-1983 | Structured leasing in transportation |
| Continental Grain Company | Long Range Planning – barge financing/leasing | Early career | Infrastructure finance exposure |
| Consulting | Consultant to financial institutions | Recent years | Advisory across financial institutions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FTAI Aviation Ltd. (Nasdaq: FTAI) | Director | Current | FTAI Aviation was until recently externally managed by Fortress affiliate; potential interlock with Fortress network |
| DiamondPeak Holdings Corp. | Director | Feb 2019–Oct 2021 | SPAC board experience |
| Northstar Realty Europe Corp. | Lead Independent Director | 2015–2019 | Governance leadership |
| NorthStar Realty; Northstar Asset Management | Independent Director | Sep 2004 & Jun 2014–Jan 2017 | Real estate/investment mgmt boards |
Board Governance
- Classification: Class III director; nominated for re-election in 2025 to serve until 2028 .
- Independence: Board determined Hannaway qualifies as independent (Nasdaq standards) .
- Committee assignments:
- Audit Committee: Member (committee fully independent; Hamilton Chair) .
- Compensation Committee: Member .
- Nominating & Corporate Governance Committee: Chair .
- Attendance: Board held 6 meetings in 2024; Audit 5, Compensation 2, Nominating 1; no director attended fewer than 75% of meetings of Board/committees served .
- Executive sessions: Non-management director presides; presiding rotates among committee chairs; no lead independent director (independent director presides) .
| Governance Metric | Value |
|---|---|
| Board Meetings (2024) | 6 |
| Audit Committee Meetings (2024) | 5 |
| Compensation Committee Meetings (2024) | 2 |
| Nominating & Corporate Governance Meetings (2024) | 1 |
| Director Attendance | ≥75% for all directors |
| Independence (Hannaway) | Independent (Nasdaq) |
Election outcomes (2025 Annual Meeting):
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Judith A. Hannaway | 48,021,493 | 27,086,358 | 24,026,863 |
Signal: A material withhold rate (~36% of votes cast) indicates investor governance concerns vs. peer nominee (Adams: ~3.6% withheld) .
Fixed Compensation
Director compensation program:
- Annual compensation for non-employee directors: $150,000; Audit Chair additional $10,000; directors may elect stock in lieu of cash under approved plans .
- One-time initial grant: fully vested options to purchase 5,000 shares upon first board meeting attended (non-employee directors) .
Individual (2023–2024):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $140,000 | $130,000 |
| Share Awards ($) | $10,000 | $20,000 |
| Option Awards ($) | — | — |
| Total ($) | $150,000 | $150,000 |
Performance Compensation
| Performance-based elements | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; director pay comprised of fixed cash and share awards; initial options fully vested at grant |
Other Directorships & Interlocks
- Current public company boards: FTAI Aviation Ltd. (Nasdaq: FTAI) .
- Prior boards: DiamondPeak Holdings Corp., Northstar Realty Europe (Lead Independent Director), NorthStar Realty, Northstar Asset Management .
- Interlocks/potential conflicts:
- Fortress network: FIP is externally managed by a Fortress affiliate with a Management Agreement; FTAI Aviation was until recently externally managed by FIG LLC (Fortress) . Independent directors annually review the Management Agreement; 2024 review found fees fair and no basis to terminate .
- GCM Investor Rights: Board added a GCM designee in 2025 tied to Series B Preferred; governance rights and restrictions detailed (not involving Hannaway) .
Expertise & Qualifications
- Transportation finance and leasing, alternative investments product development, fund structuring (closed-end, offshore, REIT), and corporate governance leadership .
- Education: B.A. (Newton College of the Sacred Heart); MBA (Simmons College) .
Equity Ownership
| Item | Value |
|---|---|
| Shares Beneficially Owned | 12,027 |
| Percent of Class | <1% |
| Options exercisable within 60 days (as of 4/1/2025) | 0 |
Policy notes:
- Hedging/short sales by directors prohibited under insider trading policy .
- No disclosure of pledging, deferred comp units, or unvested equity for directors in proxy.
Governance Assessment
-
Strengths:
- Independent status and multi-committee engagement; chairs Nominating & Corporate Governance—direct influence on board composition and governance .
- Relevant transportation finance and fund structuring expertise aligned to FIP’s infrastructure strategy .
- Compensation structure stable at $150k with higher share election in 2024 (cash down $10k, shares up $10k), suggesting alignment without increasing total pay .
-
Risks/Red Flags:
- Elevated withhold vote in 2025 (36% of votes cast withheld), signaling investor concerns about governance, independence, or board oversight; merits engagement and potential committee leadership review .
- Fortress-affiliate management and multiple related-party arrangements (manager options, sublease, affiliate interests in Jefferson Terminal) increase perceived conflicts; while governance processes exist, continued scrutiny of independence and Management Agreement oversight is warranted .
- Series B Preferred/GCM rights add complexity to capital structure and board nomination rights; managing independence in committee decisions is critical (Investor Designee recusal mechanisms exist) .
-
Attendance/Engagement:
- Meets minimum attendance benchmark (≥75%) and active on three committees; Audit and Compensation oversight documented via committee reports .
-
Compensation & Ownership Alignment:
- No performance-based director compensation disclosed; mix of cash and fully-vested equity; beneficial ownership <1%, with no exercisable options within 60 days—moderate skin-in-the-game; consider expanding director stock ownership guidelines if absent in disclosures .
-
Related-Party/Conflicts:
- No Hannaway-specific related party transactions disclosed; company-level related-party items with manager affiliates present; hedging prohibited .