Matthew Rinklin
About Matthew Rinklin
Independent Class II director at FTAI Infrastructure Inc. since February 26, 2025; age 42; B.A. in Economics from the University of Chicago. A Managing Director at GCM Grosvenor leading the Infrastructure Advantage Strategy (~$2B AUM) with prior infrastructure investment roles at Oaktree Capital (SVP) and Highstar Capital (VP). The Board determined he is independent under Nasdaq standards, notwithstanding his affiliation with GCM and the Investor Rights Agreement that designated him to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GCM Grosvenor Inc. | Managing Director; leads Infrastructure Advantage Strategy; member of Infrastructure Advantage Investment Committee | June 2018–present | Direct infrastructure investments across energy, transportation, environmental services; strategy oversight |
| Oaktree Capital Management | Senior Vice President | Prior to June 2018 | Originated, executed, managed infrastructure investments |
| Highstar Capital | Vice President | Prior to Oaktree | Infrastructure investing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private and public companies | Director | Not disclosed | Served on boards of several private and public companies (specific names not disclosed) |
Board Governance
- Classification and tenure: Class II director; appointed Feb 26, 2025 when Board expanded from four to five seats .
- Independence: Board affirmed independence (Hannaway, Hamilton, Rinklin, Robinson) under Nasdaq standards; independence considered despite GCM affiliation .
- Committees: Audit (Hamilton chair; Hannaway; Robinson), Compensation (Robinson chair; Hannaway; Hamilton), Nominating & Corporate Governance (Hannaway chair; Hamilton; Robinson). No committee assignment for Rinklin disclosed .
- Indemnification: Entered standard indemnification agreement upon appointment .
- Executive sessions: Non-management directors hold executive sessions; presiding rotates among committee chairs .
- Attendance: Board held six meetings in 2024; all directors then serving attended ≥75% of meetings/committees. Rinklin was appointed in 2025; 2024 attendance not applicable .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | Rinklin is not separately compensated by FIP |
| Committee membership fees | $0 | Not separately compensated and no committee roles disclosed |
| Committee chair fees | $0 | Not applicable |
| Meeting fees | $0 | Not applicable |
| Equity grants (director) | $0 | Initial option grants applied to Robinson/Hamilton/Hannaway; Adams and Rinklin excluded |
Performance Compensation
| Metric | Target | Actual | Instrument | Notes |
|---|---|---|---|---|
| None disclosed for director compensation | — | — | — | Rinklin receives no director cash/equity compensation; no performance metrics apply |
Other Directorships & Interlocks
| Entity | Relationship | Governance Note |
|---|---|---|
| GCM Grosvenor affiliates | Series B Convertible Junior Preferred Stock holders; ~160,000 shares issued Feb 26, 2025; board designation rights | Investor Rights Agreement grants GCM the right to designate one Class II director (Rinklin) while ≥10% ownership; includes confidentiality and recusal provisions; transfer restrictions in first year |
| “Director by deputization” | SEC Form 4 remark re GCM parties (e.g., LIF AIV 1, L.P.; GCM V, LLC; Michael Sacks) | Filing states reporting persons may be deemed “directors by deputization” due to Rinklin’s service on FIP’s Board |
Expertise & Qualifications
- Financial/infrastructure expertise spanning origination, execution, and portfolio governance in energy, transportation, and environmental services .
- Education: B.A., Economics, University of Chicago .
- Board qualifications emphasized by FIP’s NCGC include integrity, judgment, analytical skills, and capacity for engagement/time commitment .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Options Exercisable ≤60 days | Notes |
|---|---|---|---|---|
| Matthew Rinklin | 0 | <1% | 0 | As of April 1, 2025; Board-level table shows no personal holdings/options for Rinklin |
| GCM Grosvenor (affiliates) | 19,559,903 (shared voting/dispositive) | 14.7% | — | Schedule 13D; large shareholder with Investor Rights Agreement and Series B preferences |
| Hedging/Pledging | Prohibited by insider trading policy | — | — | Directors/officers prohibited from hedging/derivatives/short-selling; pledging not disclosed |
Insider Trades
| Date | Filer(s) | Security/Instrument | Transaction/Code | Amount/Conversion | Remarks |
|---|---|---|---|---|---|
| 2025-09-30 (filed 2025-10-02) | LIF AIV 1, L.P.; GCM V, LLC; Michael J. Sacks | Series B Preferred; Common underlying | Derivative adjustment; Code J | 517,199 common shares underlying; conversion price $8.18 | Filing notes “directors by deputization” due to Rinklin’s Board service |
Related Party & Conflict Considerations
- Long Ridge Acquisition: FIP acquired remaining 49.9% of LRE&P from GCM affiliates; consideration included a $20.0M note to a GCM affiliate, $9.0M cash, and issuance of 160,000 Series B Preferred to GCM affiliates .
- Series B Preferred terms: Senior to common, junior to Series A; 9% cash/10% PIK compounding dividend; conversion at $8.18 subject to share cap and 19.99% beneficial ownership blocker; cash dividend cap on common until accrued Series B dividends paid; redemption/repurchase rights at 102% liquidation value; optional redemption warrants (up to 7,000,000) at $8.18 .
- Consent rights/covenants: Series B class voting on senior/pari passu issuances, charter changes, certain business combinations; indebtedness constraints while Series B >$25M liquidation value outstanding .
- Board recusal framework: Investor Designee (Rinklin) may be recused by majority of Board (excluding designee) for matters involving GCM-related transactions; Board may withhold materials for recused items; designee subject to confidentiality and information-use restrictions .
- Registration rights: Demand, shelf, piggyback rights supporting liquidity for GCM affiliates; company bears registration expenses .
Governance Assessment
- Strengths: Formal independence determination; explicit recusal/confidentiality framework mitigating conflicts related to GCM transactions; no director cash/equity pay reduces direct pay-related conflicts; hedging prohibited .
- Risks and red flags: Designee of a 10%+ preferred holder with significant consent and leverage covenants—potential influence on capital structure, financing, and corporate actions; related-party transaction history (Long Ridge Acquisition consideration flows to GCM affiliates); Rinklin holds no personal FIP equity, limiting “skin in the game” alignment .
- Committee effectiveness: Rinklin not on audit/comp/NCG committees; independence of committees maintained, but his absence limits direct influence on pay and governance policies .
- Net view: Governance mitigants (independence, recusal protocols, committee composition) are present, but investors should closely monitor board handling of financing, preferred stock refinancings, and any transactions with GCM-related counterparties given the Series B terms and board designation rights .
Notes and Sources
- Director biography, compensation, independence, committee composition, ownership: FIP 2025 DEF 14A .
- Appointment and indemnification: FIP 8-K dated Feb 27, 2025 .
- Investor Rights Agreement and Series B terms: FIP 2025 DEF 14A and 8-K .
- Long Ridge Acquisition consideration details: FIP 2025 DEF 14A and 8-K .
- Insider trading and hedging policy: FIP 2025 DEF 14A .
- Insider Form 4 “director by deputization”: SEC filing .