Emil W. Henry, Jr.
About Emil W. Henry, Jr.
Emil W. Henry, Jr. (age 64) has served on the BANX Board since February 2013 and is currently an Independent Director, a member of the Nominating and Audit Committees, and the Board’s Lead Independent Director. He is the Founder, CEO and Managing Partner of Tiger Infrastructure Partners; previously Global Head of Lehman Brothers Private Equity Infrastructure; Assistant Secretary of the Treasury for Financial Institutions (2005–2007); Partner and Chairman of Asset Management at Gleacher Partners; and began his career in Morgan Stanley’s merchant banking arm. He holds an MBA from Harvard Business School and a BA in Economics from Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tiger Infrastructure Partners | Founder, CEO, Managing Partner | Ongoing | Infrastructure private equity leadership |
| Lehman Brothers Private Equity (Infrastructure) | Global Head | Prior to founding Tiger | Oversaw global infrastructure investments |
| U.S. Department of the Treasury | Assistant Secretary for Financial Institutions | 2005–2007 | Advised Treasury Secretaries on economic/regulatory matters |
| Gleacher Partners LLC | Partner; Chairman of Asset Management; Managing Director | Prior to Treasury | Oversaw firm’s investment activities |
| Morgan Stanley (Merchant Banking) | Executed management buyouts for flagship PE fund | Mid-1980s (formative career stage) | Private equity deal execution experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Easterly Government Properties | Director | Within past five years (current) | Public company directorship |
| Tiger Infrastructure portfolio companies (private) | Director | Ongoing | Multiple private company boards |
Board Governance
- Roles: Independent Director; member of the Audit and Nominating & Governance Committees; Lead Independent Director .
- Board leadership: Chairman is an “interested person”; Independent Directors determined this structure appropriate with a Lead Independent Director (Henry) providing counterbalance; the Board aims for a majority of Independent Directors (three of five) when no vacancies exist; currently two of four Directors are Independent with one vacancy after the passing of Michael Stolper in March 2025 .
- Tenure/class: Class I Director; current term ends at the 2026 annual meeting .
- Committee governance: Nominating & Governance Committee charter outlines director selection, governance oversight, periodic self-assessment, independent director compensation review, and affiliated contract review . Audit Committee (Independent Directors) met four times in FY2023; charter covers oversight of financial reporting, auditor independence, internal audit performance, and legal/regulatory compliance .
- Attendance: The Board met four times in FY2024; each Director attended at least 75% of Board and Committee meetings. FY2023 had four Board meetings; each Director attended at least 75% .
Meeting Activity
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 4 | 4 |
| Attendance threshold met (each Director ≥75%) | Yes | Yes |
Fixed Compensation
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate compensation from the Company (Henry) | $71,000 | $71,000 |
| Pension/retirement benefits | None | None |
| Estimated annual benefits upon retirement | None | None |
| Expense reimbursement for meeting attendance | Not reimbursed | Not reimbursed |
No compensation is paid by the Company to Interested Directors; officers receive no compensation from the Company .
Performance Compensation
| Metric | Disclosure |
|---|---|
| Equity awards to Directors (RSUs/PSUs/Options) | None disclosed in Director compensation table; only aggregate cash shown |
| Performance-linked metrics (TSR, EBITDA, ESG) for Director pay | None disclosed |
| Meeting fees/committee chair fees breakdown | Not disclosed; only aggregate compensation provided |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Easterly Government Properties | Director | None disclosed with BANX’s Adviser/service providers | Public REIT directorship |
| Tiger Infrastructure portfolio companies | Director | Private entities; no related-party exposure disclosed with Adviser | Multiple private boards |
- None of the Independent Directors or their family had any interest in the Adviser or any person directly or indirectly controlling, controlled by, or under common control with the Adviser as of 12/31/2024 (and similarly as of 12/31/2023) .
Expertise & Qualifications
- Capital markets and infrastructure private equity leadership (Tiger Infrastructure Partners; Lehman Brothers PE Infrastructure) .
- U.S. financial regulatory experience (Assistant Secretary for Financial Institutions, 2005–2007) .
- Investment banking and asset management leadership (Gleacher Partners; Morgan Stanley merchant banking) .
- Education: MBA, Harvard Business School; BA in Economics, Yale University .
- Committee suitability: Serves on Audit and Nominating & Governance Committees; Board uses independent legal counsel; committee charters emphasize governance rigor .
Equity Ownership
| Item | 2024 Proxy (Record Date) | 2025 Proxy (Record Date) |
|---|---|---|
| Henry’s dollar range of BANX equity | Over $100,000 | Over $100,000 |
| Directors & executive officers as a group: % of common stock | 0.82% | 0.71% |
| 5%+ beneficial holders | ArrowMark Colorado Holdings, LLC: 445,576 shares (6.27%) | None above 5% |
No shares of Preferred Stock outstanding as of the Record Date in each proxy .
Governance Assessment
- Positives: Long tenure and Lead Independent Director role bolster oversight; robust capital markets and regulatory background aligns with BANX’s investment and compliance needs; consistent attendance threshold met; independent committee membership; clear Nominating & Governance and Audit charters; no disclosed related-party ties for Independent Directors with the Adviser .
- Watch items/RED FLAGS:
- Board leadership: Chairman is an “interested person”; while the Board justifies this structure and uses a Lead Independent Director (Henry) as a counterbalance, investors may prefer an independent chair—ongoing monitoring advisable .
- Board vacancy: The March 2025 passing of Independent Director Michael Stolper left a vacancy; until filled, Independent Directors are two of four, below the intended majority; watch for timely restoration to a majority independent Board .
- Pay alignment: Director compensation appears solely cash with no equity grants; alignment relies on personal holdings (Henry’s “Over $100,000” exposure), but absence of equity-linked director pay reduces formal pay-for-performance linkage .
- Overall: Henry’s experience, independence, and Lead Independent Director role support Board effectiveness. Structural risks (interested Chairman, temporary independent majority shortfall due to vacancy) are mitigated by independent oversight mechanisms and Henry’s governance role; continued monitoring of Board composition and any changes in director compensation structure is prudent .