Kenneth Nicholson
About Kenneth Nicholson
Kenneth J. Nicholson (age 54) has served as Chief Executive Officer of FTAI Infrastructure Inc. (FIP) since August 2022. He is a Managing Director at Fortress Investment Group (joined May 2006) and previously worked in investment banking at UBS Investment Bank and Donaldson, Lufkin & Jenrette; he holds a B.S. in Economics from The Wharton School, University of Pennsylvania . Under the external management structure, the Company does not disclose Nicholson’s direct pay because executives are employed and compensated by the Manager; however, he holds significant Tandem Options and beneficial ownership that align interests with shareholders . Company fundamentals during his tenure show revenue and EBITDA growth (see table below).*
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $261,966,000* | $320,472,000* | $331,497,000* |
| EBITDA ($USD) | $29,954,000* | $35,758,000* | $81,768,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fortress Investment Group | Managing Director | 2006–present | Leads investing across transportation, infrastructure and energy; includes FIP-related investments . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FTAI Aviation Ltd. | Director | May 2016–May 2024 | Board member for related platform within Fortress ecosystem . |
Fixed Compensation
| Component | 2024 Disclosure for CEO | Notes |
|---|---|---|
| Base Salary | Not disclosed | Executives are employees of the Manager and compensated by the Manager; Company does not report CEO pay . |
| Target Bonus % | Not disclosed | Compensation determined by Manager; not segregated for services to FIP . |
| Actual Bonus | Not disclosed | N/A for CEO; CFO (exclusively dedicated to FIP) reported salary $200,000 and $900,000 discretionary bonus for 2024 . |
| Perquisites/Benefits | Not disclosed | CEO paid by Manager; Company does not reimburse executive compensation . |
Performance Compensation
| Incentive Type | Grant/Status | Size/Terms | Vesting/Exercisability | Source |
|---|---|---|---|---|
| Tandem Options (Outstanding, 12/31/2024) | Outstanding | 1,086,957 options; exercise price $2.49; expiration 8/1/2032 | Tandem Options vest generally monthly over remainder of a 30‑month Total Exercisability Period and become exercisable only at the end of the Total Exercisability Period . | |
| Tandem Options (Awarded in 2023; Outstanding, 12/31/2023) | Granted 2023 | 1,086,957 options; exercise price $2.64; expiration 8/1/2032 | As above; Tandem Options vest monthly after the Manager Exercisability Period and are exercisable only at end of Total Exercisability Period . |
- Plan mechanics: Options are first granted to the Manager (fully vested and exercisable monthly over 30 months). Corresponding “Tandem Options” to executives then vest monthly over the remainder of the 30‑month period and become exercisable only at the end of that period .
- 2024 grants: No Tandem Options granted to executives in 2024 .
- Performance metrics and weightings: Not disclosed for CEO; compensation set by Manager and not company‑specific .
Equity Ownership & Alignment
| Date | Total Beneficial Ownership (Shares) | Percent of Class | Options Included (Exercisable within 60 days) | Notes |
|---|---|---|---|---|
| April 1, 2025 | 1,675,539 | 1.4% | 1,086,957 | Beneficial ownership table; footnote confirms CEO options count . |
| April 1, 2024 | 588,583 | <1% | Included in 2025 table later | Prior-year beneficial ownership snapshot . |
- Hedging/shorting: Company policy prohibits directors and executive officers from engaging in transactions intended to hedge or short Company securities (e.g., puts, calls, derivatives, short sales) .
- Pledging: No explicit disclosure found regarding pledging of Company shares by executives .
- Stock ownership guidelines: No explicit disclosure found regarding executive stock ownership guidelines or compliance .
Employment Terms
| Term | CEO Coverage | Detail |
|---|---|---|
| Employer / Payor | Manager (or affiliate) | Executives are employed by, and compensated by, the Manager; Company does not decide or reimburse their pay . |
| Severance | Not disclosed for CEO | 2025 proxy discloses no severance for former CFO at Manager level; CEO terms not specified . |
| Change-of-Control (CoC) | Options accelerate under specified conditions | All options granted to the Manager become fully exercisable on a CoC; Tandem Options become fully vested and exercisable if the holder is terminated without cause within 12 months following a CoC. Estimated fair value of Nicholson’s Tandem Options that would accelerate as of 12/31/2024 on such an event: ~$5.2 million . |
| Clawback | Not disclosed | No specific recoupment policy disclosure for executive incentive compensation found in proxy . |
| Hedging | Prohibited | Insider trading policy prohibits hedging/short transactions by directors and executive officers . |
| Indemnification | In place | Company executed indemnification agreement (Mar 24, 2025) with CFO; CEO is party to SEC certifications and signatures; indemnification framework referenced in filings . |
Compensation Structure Observations
- External management model: The Compensation Committee oversees the equity plan and Manager relationship; the Company did not pay any compensation directly to executive officers in 2024 and affirmed management fees as fair; executive pay decisions rest with the Manager .
- Equity incentive design: Transaction‑linked options are granted to the Manager (generally up to 10% of equity issued), with Tandem Options assigned to executives, intended to align incentives with capital raising and investment execution; no 2024 options granted to executives .
- Say‑on‑pay: The 2025 proxy agenda included director elections and auditor ratification; no advisory vote on executive compensation was presented .
Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $261,966,000* | $320,472,000* | $331,497,000* |
| EBITDA ($USD) | $29,954,000* | $35,758,000* | $81,768,000* |
Values retrieved from S&P Global.*
Investment Implications
- Pay transparency and alignment: Because CEO compensation is determined and paid by the external Manager, there is limited disclosure of CEO cash/equity pay mix, metrics, and targets; alignment relies heavily on the Tandem Options framework and the CEO’s beneficial ownership (1.4% incl. options) .
- Option overhang and potential selling pressure: The Tandem Options only become exercisable at the end of a 30‑month period, creating potential windows of concentrated exercisability and possible selling pressure when options become exercisable; the 1,086,957 option block expiring 8/1/2032 is material for insider activity monitoring .
- CoC incentives: Option acceleration on CoC with a termination‑without‑cause “double‑trigger” for Tandem Options can amplify management incentives toward strategic transactions; estimated $5.2 million acceleration value for Nicholson’s options as of 12/31/2024 underscores the sensitivity to corporate events .
- Governance considerations: No explicit pledging or clawback disclosures and the absence of a say‑on‑pay vote reduce traditional pay‑for‑performance oversight channels; however, the hedging prohibition and independent compensation committee oversight of the Plan mitigate some risk .
Overall, Nicholson’s incentives are principally tied to equity option value (via Tandem Options) and the broader Manager economics, with limited direct Company‑reported cash compensation detail. Investors should monitor Form 4 filings for exercises/sales around the Tandem Options’ exercisability windows and any disclosures related to CoC scenarios, capital raises (which can drive Manager option grants), and insider ownership changes .