8-K: Tortoise Funds Announce Board and Audit Committee Leadership Change

Tortoise Sustainable and Social Impact Term Fund and Tortoise Energy Infrastructure Corporation announced the resignation of director Rand C. Berney and the appointment of Carrie R. Schoffman, a seasoned CPA with extensive financial and compliance experience, to their boards and as Audit and Valuation Committee Chair.

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 of both Companies, effective July 15, 2025.
• Ms. Schoffman will also serve as a member and the Chair of the Audit and Valuation Committee of the Board for both Companies.
• Ms. Schoffman has operated her own firm, CPA Concierge Services, LLC, since 2020, and previously served as a Tax Accountant with Bree Beers & Associates, PC from 2017 to 2020.
• Her prior experience includes serving as Chief Compliance Officer, Principal Financial Officer, and Treasurer for ICON Funds, and Chief Compliance Officer, Senior Vice President at ICON Advisers, Inc. from 2004 to 2017.
• Ms. Schoffman was a Staff Accountant with the Securities and Exchange Commission (SEC) from 2003 to 2004 and held various roles at PricewaterhouseCoopers LLP from 1996 to 2003.
• She 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.
• Ms. Schoffman 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.
• Her term as a Class II director is expected to run through the end of the 2027 annual shareholder meeting for both TYG and TEAF.
• Ms. Schoffman has no other relationship with TYG, TEAF, or their investment adviser, Tortoise Capital Advisors, L.L.C., and no direct or indirect material interest in any transaction requiring disclosure under SEC Regulation S-K.

Sentiment

Score: 7

Explanation: The appointment of a highly qualified individual with extensive experience in accounting, compliance, and SEC matters to a key board and committee role is a positive development for corporate governance, offsetting the routine nature of a director's resignation.

Positives

• Appointment of Carrie R. Schoffman brings extensive experience in accounting, compliance, and financial oversight, including prior roles at the SEC and PricewaterhouseCoopers LLP.
• Ms. Schoffman's background as a Certified Public Accountant (CPA) and her experience as Chief Compliance Officer and Principal Financial Officer for other funds enhance the financial and regulatory expertise on the board.
• Her appointment as Chair of the Audit and Valuation Committee strengthens the Companies' corporate governance and financial reporting oversight.

Negatives

• The resignation of an existing director, Rand C. Berney, creates a change in board composition, though no specific negative reason for his departure was stated.

Future Outlook

Carrie R. Schoffman's term as a Class II director for both Tortoise Energy Infrastructure Corporation and Tortoise Sustainable and Social Impact Term Fund is expected to continue 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 board compositions are periodically updated to ensure relevant expertise and oversight. The appointment of a director with strong financial and compliance credentials is a common practice to maintain robust governance standards.

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.
• Ms. Schoffman has no other relationship with TYG or TEAF or the investment adviser to the funds, Tortoise Capital Advisors, L.L.C., apart from her appointment and current services as an independent trustee of Tortoise Capital Series Trust.
• 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: Benefit from enhanced corporate governance and financial oversight due to the appointment of a highly qualified director with extensive experience in accounting, compliance, and SEC matters.
• Management: Gains a new board member with deep financial and regulatory expertise to provide guidance and oversight.

Next Steps

• Carrie R. Schoffman will commence her service as a director and as a member 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's term as a Class II director is expected to continue through the end of the 2027 annual shareholder meeting.

Key Dates

Keywords

Tortoise Sustainable and Social Impact Term Fund, Tortoise Energy Infrastructure Corporation, TEAF, TYG, director appointment, board of directors, corporate governance, audit committee, SEC filing, 8-K, financial reporting, investment fund, CPA, compliance