Barry R. Pearl
About Barry R. Pearl
Independent director at Kayne Anderson Energy Infrastructure Fund, Inc. (KYN) serving since August 2018; current term runs until the 2026 Annual Meeting of Stockholders . He is a member of both the Audit Committee and the Nominating, Corporate Governance and Compensation Committee, and is designated an audit committee financial expert . Background includes senior operating and financial roles across midstream energy, with prior service as CEO/Director, President, COO of TEPPCO Partners’ general partner (2001–2005), EVP at Kealine/WesPac Midstream (2007–2016), and consulting at Northstar Midstream (2016–2018) . Education: BA Mathematics (Indiana University, 1970), MA Operations Research (Yale University, 1972), MBA (University of Denver, 1975) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Eastern Products Pipeline Company, LLC (TEPPCO GP) | President | Feb 2001–Dec 2005 | Led general partner; senior oversight of operations and finance |
| TEPPCO Partners, L.P. | CEO and Director | May 2002–Dec 2005 | Chief executive oversight; board leadership |
| TEPPCO Partners, L.P. | COO | Feb 2001–May 2002 | Operational leadership |
| Kealine, LLC / WesPac Midstream LLC | Executive Vice President | Feb 2007–Mar 2016 | Energy infrastructure development leadership |
| Northstar Midstream | Management Consultant | Mar 2016–Jul 2018 | Strategy and operations consulting |
| Maverick Tube Corporation | VP Finance & Administration; Treasurer; Secretary; CFO | Not disclosed | Senior finance leadership |
| Santa Fe Pacific Pipeline Partners, L.P. | SVP Business Development; SVP; CFO | Not disclosed | Corporate development and finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magellan Midstream Partners, L.P. | Lead Director; Audit Committee Member | Until ONEOK acquisition (Sep 2023) | Audit oversight; board leadership |
| Targa Resources Partners LP | Director (prior) | Not disclosed | Not disclosed |
| Peregrine Midstream Partners LLC | Director (prior) | Not disclosed | Not disclosed |
| Seaspan Corporation | Director (prior) | Not disclosed | Not disclosed |
| TEPPCO Partners, L.P. | Director (prior) | Not disclosed | Not disclosed |
| Association of Oil Pipelines | Past Chairman, Executive Committee | Not disclosed | Industry advocacy/standards |
| Kayne Anderson Energy Development Company (KED) | Director (prior) | Not disclosed | Not disclosed |
| Kayne Anderson NextGen Energy & Infrastructure, Inc. (KMF) | Director (prior) | Not disclosed | Not disclosed |
Board Governance
- Independence: Classified as an “Independent Director” under the Investment Company Act; neither he nor immediate family members have been directors, officers or employees of Kayne Anderson or affiliates; “interested” status applies only to the Chairman (Baker) due to employment at Kayne Anderson .
- Committees: Audit Committee member and Nominating, Corporate Governance and Compensation Committee member; Audit members, including Pearl, designated as audit committee financial experts .
- Tenure and classification: Class I director; term until 2026; serving since August 2018 .
- Attendance: All directors attended at least 75% of combined board and committee meetings in fiscal 2024 .
- Meetings held (FY2024): Board 4; Special Board 4; Audit 4; Nominating 3 .
- Audit Committee engagement: Signed the Audit Committee Report recommending inclusion of audited financials in KYN’s Form N-CSR .
Fixed Compensation
| Component | FY2024 Amount | Policy/Notes |
|---|---|---|
| Total Director Compensation (Pearl) | $167,000 | Aggregate cash paid in FY2024 |
| Annual Retainer (Independent Director) | $160,000 | FY2024 rate |
| Annual Retainer (effective 12/1/2024) | $170,000 | FY2025 rate |
| Lead Independent Director Fee | $15,000 | Not applicable to Pearl; applies to lead director |
| Audit Committee Chair Fee | $15,000 | Not applicable to Pearl; applies to chair |
| Special Board Meeting (in-person) | $2,500 per meeting | Policy rate |
| Special Board Meeting (telephonic) | $1,500 per meeting | Policy rate |
| Offering Committee Meeting | $500 per meeting | Policy rate |
- Equity awards, pensions, retirement plans: None; KYN has no director equity compensation plans or retirement/pension plans for directors .
Performance Compensation
- No performance-based compensation for independent directors (no bonuses, options, PSUs/RSUs, or equity plans) .
Other Directorships & Interlocks
- Prior midstream boards suggest deep industry network (Magellan, Targa, TEPPCO) .
- Related-party exposure: As of Nov 30, 2024, Pearl owned securities in Kayne Anderson affiliated vehicles (Kayne Anderson BDC, Inc. common stock $508,596; KA Credit Advisors Holdco, LLC membership interests $37,875; Kayne Anderson Real Estate Partners V, LP partnership units $340,828) .
- Independence context: Proxy notes most independent directors (except Costin and Pearl) and their immediate families did not own securities of Kayne Anderson or affiliates; Pearl’s holdings are specifically disclosed .
Expertise & Qualifications
- Extensive executive experience across midstream energy; former CEO/COO/President roles; audit committee leadership at multiple public companies .
- Quantitative/technical credentials: MA in Operations Research (Yale), MBA (Denver), BA in Mathematics (Indiana); supports financial oversight and risk assessment .
- Designated audit committee financial expert at KYN; deep audit oversight experience (e.g., Magellan Audit Committee) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| KYN Common Shares Beneficially Owned | 15,000 | Percent of class: less than 1% |
| Aggregate Dollar Range of KYN/Common Fund Complex | Over $100,000 | Fund complex consists solely of KYN |
| Preferred Stock | None (directors and officers as a group: none) | Preferred ownership list shows institutions only |
| Securities of Kayne Anderson/Affiliates | KABDC common $508,596; KA Credit Advisors Holdco membership $37,875; Kayne Anderson Real Estate Partners V LP $340,828 | Disclosure indicates KACALP may be deemed to control certain funds |
- Shares pledged/hedged: Not disclosed.
- Ownership guidelines: Not disclosed.
Governance Assessment
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Strengths:
- Dual-committee service (Audit; Nominating/Comp) and audit financial expert designation signal strong oversight capability .
- Solid attendance and active board cadence (4 board, 4 special, 4 audit, 3 nominating meetings in FY2024) support engagement .
- Compensation is cash-only with no director equity plan, limiting pay-related conflicts; clear fee schedule and modest adjustments (retainer increased to $170k from $160k) .
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Potential risks/RED FLAGS:
- Related-party exposure via holdings in Kayne Anderson-affiliated entities (KABDC, KA Credit Advisors Holdco, KA Real Estate Partners V) may raise perceived independence concerns despite 1940 Act independence status; monitor any transactions or advisory relationships that could intersect with KYN .
- No director equity at KYN reduces direct stock alignment; while he holds KYN shares (15,000, <1%), alignment is modest in percentage terms given outstanding shares .
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Overall: Pearl brings deep midstream and audit oversight experience with consistent engagement, but investors should scrutinize affiliate holdings and any related-party contexts to ensure continued independence of judgment in KYN matters .