8-K: Tortoise Energy Infrastructure Appoints New Audit Committee Chair Following Director Resignation

Tortoise Energy Infrastructure Corporation announced the resignation of director Rand C. Berney and the appointment of Carrie R. Schoffman, a seasoned CPA and compliance officer, to the Board of Directors and as Chair of the Audit and Valuation Committee.

Summary

• Rand C. Berney resigned as a director of Tortoise Energy Infrastructure Corporation (TYG) and Tortoise Sustainable and Social Impact Term Fund (TEAF), effective July 15, 2025.
• Carrie R. Schoffman, age 52, was appointed to succeed Mr. Berney as a director for both TYG and TEAF, effective July 15, 2025.
• Ms. Schoffman will also serve as a member and the Chair of the Audit and Valuation Committee for the Board of each Company.
• Ms. Schoffman's professional background includes operating CPA Concierge Services, LLC since 2020, serving as Tax Accountant at Bree Beers & Associates, PC from 2017-2020, and holding Chief Compliance Officer, Principal Financial Officer, and Treasurer roles at ICON Funds and ICON Advisers, Inc. from 2004-2017.
• She previously worked as a Staff Accountant with the Securities and Exchange Commission (2003-2004) and held various roles at PricewaterhouseCoopers LLP (1996-2003).
• Ms. Schoffman has been a Certified Public Accountant (CPA) since 1997 and is a member of the Colorado Society of Public Accountants and the American Institute of Certified Public Accountants.
• She currently serves as an independent trustee and Chair of the Audit Committee for Tortoise Capital Series Trust and as an independent trustee for several other publicly traded investment companies.
• Ms. Schoffman will serve for the remainder of the full term for Class II directors, expected to run through the end of the 2027 annual shareholder meeting.
• Her compensation will be in accordance with the 2025 director compensation elements detailed in the Companies' proxy statement filed on July 10, 2025.
• Ms. Schoffman has no other relationship with TYG or TEAF or their investment adviser, Tortoise Capital Advisors, L.L.C., and no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of SEC Regulation S-K.

Sentiment

Score: 7

Explanation: The sentiment is positive due to the appointment of a highly qualified and experienced individual to the Board and a key committee role, which strengthens corporate governance and financial oversight. The resignation of the previous director appears to be a routine transition without negative implications disclosed.

Positives

• The appointment of Carrie R. Schoffman, a highly experienced Certified Public Accountant with a strong background in compliance, financial reporting, and SEC regulations, enhances the financial oversight and governance capabilities of the Board.
• Ms. Schoffman's prior experience as a Staff Accountant with the SEC and her roles as Chief Compliance Officer for investment funds demonstrate a deep understanding of regulatory requirements and financial integrity.
• Her current independent trustee roles for other investment companies, including Tortoise Capital Series Trust, indicate a familiarity with the broader fund complex and independent oversight responsibilities.

Future Outlook

Carrie R. Schoffman is expected to serve as a Class II director for Tortoise Energy Infrastructure Corporation and Tortoise Sustainable and Social Impact Term Fund through the end of the 2027 annual shareholder meeting.

Industry Context

This announcement reflects a routine corporate governance change within the investment fund industry, where the appointment of highly qualified independent directors, particularly those with strong financial and compliance backgrounds, is a standard practice to ensure robust oversight and adherence to regulatory requirements.

Comparison to Industry Standards

• The appointment of a Certified Public Accountant (CPA) with extensive experience in SEC compliance and financial oversight, such as Carrie R. Schoffman, aligns with best practices for corporate governance in the investment management industry. Many publicly traded investment companies, including peers like BlackRock, Vanguard, or PIMCO funds, prioritize directors with strong financial acumen and regulatory experience for their audit and governance committees.
• Ms. Schoffman's prior roles as Chief Compliance Officer and Principal Financial Officer for ICON Funds are comparable to the qualifications sought by other large fund complexes for their independent directors, ensuring a deep understanding of fund operations and regulatory frameworks.
• Her current independent trustee roles for other investment companies, including Tortoise Capital Series Trust, demonstrate a breadth of experience in fund governance, a common expectation for independent directors serving on multiple boards within a fund complex or the broader industry.

Management Changes

Corporate Governance

Related Party Transactions

• Carrie R. Schoffman is not a party to any arrangement or understanding pursuant to which she was selected as a director.
• Apart from her appointment as a director and her current services as an independent trustee of Tortoise Capital Series Trust, Ms. Schoffman has no other relationship with TYG or TEAF or their investment adviser, Tortoise Capital Advisors, L.L.C.
• Ms. Schoffman does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of SEC Regulation S-K.

Stakeholder Impact

• Shareholders: The appointment of a highly qualified and experienced director to the Board and as Audit Committee Chair is likely to be viewed positively, enhancing confidence in corporate governance and financial oversight.
• Management: The new director's expertise in compliance and financial reporting may provide valuable guidance and oversight to the management team.

Next Steps

• Carrie R. Schoffman will commence her service as a director and Chair of the Audit and Valuation Committee for Tortoise Energy Infrastructure Corporation and Tortoise Sustainable and Social Impact Term Fund, effective July 15, 2025.
• Ms. Schoffman will serve for the remainder of the full term for Class II directors, which is expected to run through the end of the 2027 annual shareholder meeting.

Key Dates

Keywords

Tortoise Energy Infrastructure Corporation, TYG, Tortoise Sustainable and Social Impact Term Fund, TEAF, Board of Directors, Director Resignation, Director Appointment, Corporate Governance, Audit Committee, Valuation Committee, Carrie R. Schoffman, Rand C. Berney, SEC Filing, 8-K, Financial Reporting, Compliance, Investment Funds