Item 5.02 Departure of Directors and Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Directors and Officers
On November 15, 2022, Richard D. Bertel notified Integrated Rail and Resources
Acquisition Corp. (the "Company") of his intent to resign as Chairman of the
Board of Directors and Chief Executive Officer, effective November 30, 2022. Mr.
Bertel also notified the Company of (i) Christopher A. Bertel's intent to resign
as Chief Financial Officer and Senior Vice President, (ii) Robert L. Bach's
intent to resign as Secretary and General Counsel, (iii) Mark Hemphill's intent
to resign as Vice President - Infrastructure Analysis, (iv) Michael Haeg's
intent to resign as Vice President - Commercial Analysis, (v) Edmund W.
Underwood's intent to resign as a director, (vi) Rollin Bredenberg's intent to
resign as a director, and (vii) Troy O. Welch's intent to resign as a director,
effective November 30, 2022.
Appointment of Directors and Officers
On November 21, 2022, the Board of Directors approved resolutions: (i)
decreasing the size of the Board from seven directors to five directors, (ii)
appointing (a) Mark A. Michel as Chief Executive Officer and Chairman of the
Board of Directors and (b) Timothy J. Fisher as Vice Chairman of the Board of
Directors, President and Chief Financial Officer, and (iii) appointing each of
Ronald Curt Copley and Jason C. Reeves as a director, in each case effective as
of November 30, 2022 immediately following the resignation of the individuals
identified in the paragraph above. Following their appointment to the Board of
Directors of the Company on November 30, 2022, Ronald Curt Copley and Jason C.
Reeves will also serve as members of the Company's Audit Committee, Nominating
and Corporate Governance Committee and the Compensation Committee.
Mr. Michel, 49 years old, has served as the Company's President, Chief Operating
Officer since March 2021, and Vice Chairman since November 2021. Mr. Michel is a
Managing Partner at the DHIP Group where he leads the infrastructure line of
business. He directs equity investments in high-quality infrastructure assets in
the energy, transport and water/wastewater asset classes by custom tailoring
financing solutions across a breadth of capital needs. Prior to joining DHIP
Group in 2017, he was a Managing Director and Head of Project and Structured
Finance at Drexel Hamilton from 2016 to 2019, a full-service institutional
investment banking and financial advisory firm. Prior to his time at Drexel
Hamilton, he raised capital and worked to structure transactions at Corporate
Capital Trust, a $6 billion Business Development Company (BDC) owned and
operated by KKR & CNL. Prior to his career in financial services, he served in
the White House and was the Navy's Representative to the National Security
Council in the White House Situation Room and was a member of the National
Security Council staff. Prior to his White House service, he was a career naval
officer achieving the rank of Commander and served in the United States Navy for
more than 20 years focusing his service within Naval Special Warfare (SEALs) and
the Special Operations and Intelligence Communities and held senior-level
positions throughout the Intelligence Community and National Security
establishment. He earned a bachelor's degree in political science from Auburn
University and an MBA in finance from the University of Miami Herbert School of
Business.
Mr. Fisher, 42 years old, has served as the Company's Senior Vice President and
Chief Acquisition Officer since March 2021, and Director since November 2021.
Mr. Fisher is a Managing Partner at the DHIP Group, where he is responsible for
originating and directing equity investments in a variety of infrastructure
assets for the independent fund and alongside operating or co-investment
partners. He also works to optimize the capital structure of portfolio companies
and to develop new business for portfolio companies. Prior to forming DHIP, he
was Managing Partner and Head of Investment Banking at Drexel Hamilton where he
worked from 2015 to 2020, a full-service institutional investment banking and
financial advisory firm. He worked with a variety of private companies to
provide capital solutions and assisted them with structuring and raising equity
and debt financing from institutional investors for a variety of purposes
including M&A, working capital, capital expenditures, and refinancing. He moved
to the buy side as an assistant MLP portfolio manager at Parker Global
Strategies in 2013, with his fund posting well above benchmark returns annually.
In July 2014, he left to help a family office invest a proprietary pool of
capital, raise outside capital and develop new business for lower middle market
private companies in the oil and gas, transportation, and specialty finance
sectors. He was a U.S. Army Artillery Officer, serving three tours in Iraq where
he earned two Bronze Stars and an Army Commendation Medal with V-Device. He is a
graduate of the U.S. Military Academy (West Point) and earned an MBA from the
New York University Stern School of Business.
No compensation adjustments were made for either Mr. Michel or Mr. Fisher in
connection with these officer position changes.
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