Judith A. Hannaway

About Judith A. Hannaway

Independent director at FTAI Aviation Ltd. since January 2018; age 73; career investor and finance executive with deep aviation/transportation leasing experience. Former Managing Director at Scudder Investments (Deutsche Bank Asset Management), senior roles at Kidder Peabody and Merrill Lynch’s leveraged leasing group; early career at Continental Grain in long-range planning and barge financing. Education: B.A. with honors from Newton College of the Sacred Heart and MBA from Simmons College Graduate Program in Management .

Past Roles

Organization	Role	Tenure	Committees/Impact
Scudder Investments (DBAM)	Managing Director; Special Product Development (closed-end, offshore, REIT funds)	1994–(prior to consulting)	Product development expertise
Kidder Peabody	Senior Vice President, Alternative Investment Product Development	1983–1994	Alternatives structuring
Merrill Lynch	Senior Vice President, Leveraged Leasing Group (aircraft and transportation equipment leasing)	Pre-1983	Aviation/transport leasing
Continental Grain Company	Long Range Planning Group (barge financing/leasing)	Early career	Infrastructure financing

External Roles

Company	Role	Tenure	Notes
FTAI Infrastructure Inc. (Nasdaq: FIP)	Director	Current	Interlock with FTAI; CEO of FTAI is Chairman of FIP
DiamondPeak Holdings Corp.	Director	Feb 2019–Oct 2021	SPAC experience
NorthStar Realty Europe Corp.	Lead Independent Director	2015–2019	Governance leadership
NorthStar Realty; NorthStar Asset Management	Independent Director	Sept 2004 and June 2014 through Jan 2017	Real estate investment boards

Board Governance

Independence: Board determined Hannaway qualifies as independent under Nasdaq standards .
Committee assignments:
- Audit Committee member .
- Compensation Committee member .
- Nominating & Corporate Governance Committee Chairperson .
Attendance and engagement:
- Board met 13 times in 2024; Audit 7; Compensation 4; Nominating & Governance 1. No director attended fewer than 75% of all meetings on which they served .
Executive sessions: Non-management director presides, rotating among committee chairs, including Nominating & Governance chair when present .
Policies: Anti-hedging and anti-pledging policy (prohibits derivatives and pledging; limited exceptions) . Directors are majority independent; all three committees are fully independent .

Fixed Compensation

Component	Amount / Terms	Source
Annual retainer (non-employee directors)	$175,000 for 2024
Audit Committee Chair fee	$10,000 annually (chair-specific)
Special committee fee (Internalization)	Hannaway: $50,000 (as Chair of special committee); Goodwin/Robinson/Tuchman: $25,000
Form of payment	At election, fees may be paid in fully-vested Ordinary Shares under a shareholder-approved plan and subject to independence constraints
Reimbursement	Reasonable costs/expenses for board meetings reimbursed

Director Compensation (2024 actual):

Name	Cash Fees	Share Awards	Option Awards	Total
Judith A. Hannaway	$225,000	—	—	$225,000

Notes:

Initial one-time options grant policy: 5,000 fully-vested options for non-employee directors at first board meeting; however, as of 12/31/2024, options outstanding were disclosed only for Levison, Robinson, and Tuchman (5,000 each) — no Hannaway options disclosed .

Performance Compensation

Element	Terms	Metrics
Equity for directors (ongoing)	No recurring performance-based awards disclosed; director fees may be paid in fully-vested shares; historical one-time options upon first meeting	No performance metrics tied to director pay disclosed

Other Directorships & Interlocks

Interlock	Description	Governance Consideration
FTAI ↔ FIP	Hannaway sits on both FTAI Aviation Ltd. and FTAI Infrastructure Inc. boards; FTAI CEO (Adams) is Chairman at FIP; Robinson also a director at FIP	Cross-board oversight may strengthen information flow; also requires vigilance for related-party matters across entities

Expertise & Qualifications

Aviation/transportation leasing, alternative investments, and fund product development; public company board leadership including lead independent director roles .
Board selected her for extensive aviation/transport experience and public company board service .
Education: BA (honors) Newton College; MBA Simmons College .

Equity Ownership

Holder	Shares Beneficially Owned	% of Class
Judith A. Hannaway	1,968	<1%

Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging of Company securities; margin accounts/pledges prohibited, with limited exceptions .
Options/RSUs: No options or director RSUs disclosed for Hannaway as of 12/31/2024; only certain other directors had 5,000 options outstanding .

Compensation Committee Analysis

Composition: Robinson (Chair), Hannaway, Goodwin, Levison — all independent, non-employee directors .
Consultant: FW Cook retained as independent advisor; independence assessed; no conflicts of interest .
Committee scope: Sets executive pay philosophy, approves equity grants, and annually evaluates director compensation; structured 2025 program implemented post-internalization .

Related Party Transactions

No related party transactions disclosed involving Hannaway. The only 2024 related-person disclosure concerned employment of a sibling of the Chief Portfolio Officer (non-executive role), not a director transaction .

Governance Assessment

Strengths:
- Independent director with relevant sector expertise; chairs Nominating & Governance and sits on Audit and Compensation — strong governance footprint .
- Anti-hedging/anti-pledging and clawback policies reduce alignment and misconduct risk; all committees fully independent .
- Active engagement: 2024 special committee chair for Internalization; received $50k fee reflecting leadership responsibility .
- Annual director compensation limit embedded in 2025 Omnibus Plan ($750k; up to $1M in extraordinary cases) — governance-friendly design .
Watch items / potential red flags:
- Cash-heavy director pay in 2024 (100% cash for Hannaway) with low direct share ownership (1,968 shares) — modest “skin-in-the-game” relative to peers; consider ongoing equity retainer to improve alignment .
- No lead independent director; executive sessions rotate among committee chairs — ensure robust independent oversight given combined CEO/Chair structure .
- Interlocks with FIP (shared directors and CEO as FIP Chairman) warrant continued monitoring for related-party exposure and transaction review rigor, though no specific related-party transactions were disclosed for Hannaway .

Overall, Hannaway’s committee leadership and sector experience support board effectiveness; alignment could be strengthened by increased equity-based director compensation or ownership guidelines disclosure. Independence affirmed; attendance thresholds met; policies mitigate risk .