Not independent
Tenure on this board
2.8 yrs
6 nominees · 3 ballot items.
Election of six directors; ratification of Grant Thornton LLP as independent auditors; approval of the Amended and Restated 2023 Incentive Award Plan increasing share reserve by 3,000,000 and updating terms.
Elect six director nominees (Stephanie Hogue, Manuel Chavez, III, David Garfinkle, Danica Holley, Damon Jones, Jeffrey B. Osher) to hold office until the 2027 annual meeting.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve the Amended and Restated Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC 2023 Incentive Award Plan to increase share reserve by 3,000,000 shares and make other updates including minimum vesting, limits on non-management director awards, no dividends on unvested awards, and comprehensive clawback policy.
The Amended and Restated Incentive Award Plan requests shareholder approval to increase the share reserve by 3,000,000 shares and restate the 2023 plan to modernize terms and extend its term. Management seeks approval to ensure sufficient shares to recruit and retain employees and to provide long-term incentives through 2029; the Board relied on an analysis from Farient considering burn rate, dilution, and plan costs and concluded the increase is reasonable. The amendment also updates governance and shareholder-protective features including a one-year minimum vesting rule (with limited exceptions), a $750,000 aggregate annual limit on non-management director compensation, prohibition on dividends on unvested awards, and a comprehensive clawback policy; additional allocated shares include performance-conditioned shares tied to VWAP thresholds ($13 and $16) with expiration dates if unmet. The proposal is material because it increases potential equity dilution, impacts executive incentives (including conversion and settlement mechanics tied to Profits Interest Units, LTIP Units, and Performance Units), and interacts with existing awards and related-party arrangements; it relies on management’s view that additional awards are necessary to execute strategic priorities and retain key talent. The Board unanimously recommends voting FOR the proposal, arguing that (i) the company needs additional share supply to maintain competitive equity programs through fiscal year 2029, (ii) the plan includes safeguards aligned with stockholder interests, and (iii) it represents a reasonable potential dilution given the company’s compensation needs and projected usage.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | No Street GP LP | 59.0% | 24,296,528 | $54M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.2% | 503,320 | $1M |
| 3 | BlackRock, Inc. | 0.9% | 363,450 | $814K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.9% | 350,724 | $786K |
| 5 | BlackRock, Inc. | 0.4% | 183,863 | $412K |
| 6 | QUADRANT CAPITAL GROUP LLC | 0.4% | 157,798 | $353K |
| 7 | STATE STREET CORP | 0.3% | 137,210 | $307K |
| 8 | NORTHERN TRUST CORP | 0.3% | 108,227 | $242K |
| 9 | FIRST MANHATTAN CO. LLC. | 0.3% | 108,050 | $242K |
| 10 | VANGUARD FIDUCIARY TRUST CO | 0.2% | 90,260 | $202K |
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