Martin Tuchman

About Martin Tuchman

Independent director of FTAI since May 2015; age 84; seasoned operator and investor in container leasing, shipping and banking. He is CEO of the Tuchman Group and previously co-founded Interpool, Inc., a leading container leasing company sold to Fortress in 2007. Education: B.S. Mechanical Engineering (NJIT) and MBA (Seton Hall). The Board has affirmatively determined he is independent under Nasdaq standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Interpool, Inc.	Co-founder; led container leasing	Founded 1968	Developed ANSI standards for intermodal containers/chassis; grew into leading container lessor
Trac Lease (merged into Interpool)	Founder	Formed 1987	Built chassis leasing platform, later merged into Interpool
The Tuchman Group	Chief Executive Officer	2007–present	Oversees holdings in real estate, banking, international shipping

External Roles

Organization	Role	Tenure	Notes
Princeton Bancorp, Inc. (Nasdaq: BPRN)	Director	Since Sep 2017	Regional bank oversight
Horizon Lines, Inc.	Director	Nov 2011–May 2015	Container shipping
SeaCube Container Leasing Ltd.	Director	Mar 2011–Apr 2013	Container leasing; prior interlock with FTAI director Paul Goodwin, who also served on SeaCube’s board

Board Governance

Board class and term: Class I; term expires at the 2026 annual meeting .
Committee memberships: Nominating & Corporate Governance Committee member; Chair is Judith A. Hannaway .
Independence: Determined to be independent by the Board under Nasdaq standards .
Attendance: Board met 13 times in 2024; no director attended fewer than 75% of Board and committee meetings .
Executive sessions: Non-management directors hold executive sessions; presiding director rotates among the three committee chairs .
Context: CEO serves as Chairman; no lead independent director (an independent director presides over executive sessions) .

Fixed Compensation

Component	Amount	Detail	Period
Annual non-employee director compensation	$175,000	Directors may elect to receive fees in fully-vested Ordinary Shares instead of cash; audit chair receives an extra $10,000 (not applicable to Tuchman)	2024
Special committee fee (Internalization)	$25,000	One-time payment for service on the special committee that negotiated/approved the internalization	2024
Share awards (elected in lieu of cash)	$200,000	Tuchman elected equity; total compensation shown as share awards, no cash	2024
Initial stock options	5,000 options	One-time fully vested options to purchase Ordinary Shares granted upon first Board meeting; held as of Dec 31, 2024	Granted upon initial board service; outstanding 2024

Performance Compensation

Directors are compensated via fixed retainers and fully vested equity; no performance metrics or variable pay disclosed for non-employee directors.

Performance Linkage Element	Disclosure	Notes
Equity tied to metrics (RSUs/PSUs)	None disclosed for directors	Director compensation comprises cash retainer and fully vested shares/options; 2025 Plan limits director annual compensation and sets minimum vesting but does not link director equity to operating metrics

Other Directorships & Interlocks

Current public company boards: Princeton Bancorp, Inc. (director since Sep 2017) .
Prior interlocks indicative of shared networks: SeaCube Container Leasing Ltd. (Tuchman director 2011–2013) and Paul R. Goodwin (FTAI director) served on SeaCube’s board (2009–2017) .
No related-party transactions involving Tuchman disclosed in the “Certain Relationships and Related Transactions” section .

Expertise & Qualifications

Industry: Deep experience in intermodal container leasing, shipping, and banking, plus private investment leadership .
Technical/financial: Engineering background; CEO experience; strategic and financial planning across transportation-related industries .
Governance: Service on bank and shipping company boards; member of FTAI’s Nominating & Corporate Governance Committee .

Equity Ownership

Measure	Amount	Notes
Beneficial ownership (Ordinary Shares) as of Apr 1, 2025	655,000 shares	Less than 1% of shares outstanding
Ownership percent of class	<1%	Based on 102,555,975 Ordinary Shares outstanding
Options held	5,000 (fully vested)	Director one-time grant; outstanding at Dec 31, 2024
Anti-hedging/pledging policy	Prohibits hedging and pledging of Company securities; margin accounts/pledges are prohibited (exceptions only under limited circumstances)

Breakdown from latest Form 4 (Sept 15, 2025):

Ordinary shares acquired: 121 (in lieu of cash director fees; priced at closing $171.66 on Sept 12, 2025) .
Beneficially owned after transaction: 379,681 direct; 277,991 indirect via trust; plus 800,000 Series C preferred and 40,000 Series D preferred held indirectly via trust .

Insider Trades

Date (Filed)	Trade Date	Security	Code	Units	Price	Ownership After	Notes
Sep 15, 2025	Sep 15, 2025	Ordinary Shares	A (award)	121	$0 (shares issued in lieu of cash fees; ref price $171.66)	379,681 direct; 277,991 indirect (trust)	Election to receive director fees in shares under 2025 Omnibus Plan

Governance Assessment

Positives
- Independence affirmed; member of Nominating & Corporate Governance Committee, supporting board refreshment and governance oversight .
- Strong attendance (no director under 75%); active role on special committee during internalization, indicating engagement during pivotal corporate change .
- Ownership alignment: elected equity in lieu of cash; holds meaningful ordinary share stake and options; anti-hedging/pledging safeguards in place .
Watch items
- Board leadership structure: CEO is also Chairman and no formal lead independent director, which can concentrate power; mitigated by independent presiding director in executive sessions .
- Historical ties to Fortress (Interpool sale to Fortress in 2007) in context of FTAI’s prior external management by Fortress; Board nevertheless determined independence .
Red flags
- None disclosed specific to Tuchman: no related-party transactions, no pledging/hedging, no attendance shortfalls noted .

Overall: Tuchman brings deep sector expertise and governance experience, is deemed independent, and has aligned incentives via equity elections. The principal governance sensitivity is the broader board leadership structure (combined CEO/Chair), not Tuchman-specific, with mitigation via committee-led executive sessions .