Carita S. Walker
About Carita S. Walker
Independent director of KYN since June 2022 with a three-year term ending at the 2026 Annual Meeting. Born in 1971; Chief Legal Officer at Shell Recharge Solutions since June 2020; prior Senior Legal Counsel at Qatar Shell Service Company (2016–2020). Education: undergraduate studies at Xavier University of Louisiana, studied at Harvard University, and J.D. from UC Berkeley School of Law. Recognized for legal, ESG, and DE&I leadership; designated to replace Albert L. Richey as a Preferred Director upon his retirement at the next Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shell Recharge Solutions (a Shell company) | Chief Legal Officer | June 2020–present | Legal oversight for energy efficiency and EV charging solutions; ESG and compliance focus. |
| Qatar Shell Service Company | Senior Legal Counsel | June 2016–June 2020 | Commercial contracting, M&A, market development; advocacy in nascent technologies. |
External Roles
| Organization | Role | Tenure | Type / Interlocks |
|---|---|---|---|
| Xavier University of Louisiana | Board/Leadership role (not-for-profit) | Current | Not-for-profit; no KYN-related interlock disclosed. |
| Environmental Law Institute | Board/Leadership role (not-for-profit) | Current | Not-for-profit; no KYN-related interlock disclosed. |
| Kayne Anderson NextGen Energy & Infrastructure, Inc. (KMF) | Director (prior) | Prior to Nov 2023 (merged into KYN) | Closed-end fund in same complex; no separate ongoing interlock post-merger. |
Board Governance
- Class I director; term through 2026; designated to become a Preferred Director (elected by preferred stockholders) upon Mr. Richey’s retirement, maintaining NYSE majority independence on the Board.
- Committee assignments: Nominating, Corporate Governance and Compensation Committee member; not on Audit (Audit comprised solely of independent directors and all designated financial experts). Chair of Nominating is Lead Independent Director William H. Shea, Jr.
- Independence: Serves as an independent director; none of the Independent Directors or immediate family members have been officers/employees of Kayne Anderson or affiliates.
- Engagement/attendance: All directors attended at least 75% of aggregate Board and committee meetings in FY 2024.
- Board practices: Independent Directors meet separately from Kayne Anderson; at least one annual meeting includes session with Chief Compliance Officer.
| Meetings Held (FY 2024) | Count |
|---|---|
| Board of Directors | 4 |
| Board – Special | 4 |
| Audit Committee | 4 |
| Nominating Committee | 3 |
Fixed Compensation
| Component | FY 2024 | Effective Dec 1, 2024 |
|---|---|---|
| Annual retainer (Independent Director) | $160,000 | $170,000 |
| Lead Independent Director premium | $15,000 (not applicable to Walker) | $15,000 (not applicable to Walker) |
| Audit Committee Chair premium | $15,000 (not applicable to Walker) | $15,000 (not applicable to Walker) |
| Special Board meeting fee (in-person) | $2,500 per meeting | $2,500 per meeting |
| Special Board meeting fee (telephone) | $1,500 per meeting | $1,500 per meeting |
| Offering committee meeting fee | $500 per meeting | $500 per meeting |
| Total paid by KYN (FY 2024) | $167,000 (Walker) | n/a |
Note: KYN reimburses meeting-related expenses; no retirement or pension plan; no equity compensation plans authorized for issuance.
Performance Compensation
| Performance-Based Component | FY 2024 |
|---|---|
| Performance metrics tied to director compensation | None disclosed; KYN indicates no equity compensation plans authorized for issuance for directors. |
Other Directorships & Interlocks
| Company/Organization | Public/Private/Non-profit | Role | Committee/Notes |
|---|---|---|---|
| Xavier University of Louisiana | Non-profit | Board/Leadership | Governance/education; no KYN transactional interlock disclosed. |
| Environmental Law Institute | Non-profit | Board/Leadership | Environmental law non-profit; no KYN interlock disclosed. |
| KMF (merged into KYN) | Public CEF (prior) | Director | Prior role within fund complex; merger completed Nov 2023. |
Expertise & Qualifications
- Legal, commercial contracting, M&A, market development; experience in emerging energy technologies and ESG initiatives through Shell roles.
- DE&I leadership: Architect of Shell Global Legal DE&I plan; member of Deloitte Chief Legal Officer DE&I think tank.
- Education: Xavier University of Louisiana (undergraduate), Harvard University studies, UC Berkeley School of Law (J.D.).
Equity Ownership
| Metric | As of Dec 31, 2024 |
|---|---|
| Common shares beneficially owned (Walker) | 0 (— shown) |
| Percent of common shares | <1% (asterisked) |
| Dollar range of KYN equity ownership | None |
| Preferred shares beneficially owned (Walker) | — (none listed among directors) |
Independent Directors (other than Ms. Costin and Mr. Pearl) and immediate family members did not own securities of Kayne Anderson or its affiliates as of Dec 31, 2024.
Governance Assessment
- Strengths: Independent status; service on Nominating/Corporate Governance/Compensation Committee; legal and ESG expertise supports oversight of fund strategy and compliance; Board maintains independent-only composition for Audit and Nominating committees.
- Engagement: Met minimum attendance threshold; Board and committees active (4 Board, 4 Audit, 3 Nominating in FY 2024).
- Alignment concern: No KYN share ownership disclosed (dollar range “None” and shares “—”), indicating limited direct economic alignment with common shareholders. RED FLAG.
- Conflicts: No related-party securities ownership for Walker among Kayne Anderson affiliates; Audit Committee pre-approves auditor services across fund complex to safeguard independence.
- Role evolution: Designation to become a Preferred Director could shift constituency focus to preferred holders; Board asserts continued majority independence post retirements.
Section 16(a) compliance: Company believes directors and officers complied with filing requirements in FY 2024; two late Form 3s noted for officers (not directors).