James C. Baker, Jr.
About James C. Baker, Jr.
Chairman of the Board, President and Chief Executive Officer of Kayne Anderson Energy Infrastructure Fund, Inc. (KYN); born 1972 and has served as an officer/director at KYN since 2005, becoming Chairman in June 2020 with a current director term running to the 2027 Annual Meeting . He is Managing Partner and Co-Head of KA Fund Advisors, LLC (KAFA) since June 2019; previously Senior Managing Director at Kayne Anderson since 2008 and an energy investment banker at UBS Securities . Education: BBA in Finance (University of Texas) and MBA (Southern Methodist University) . KYN is an externally managed closed-end fund; executive officers (including Baker) are compensated by KAFA, and KYN does not pay salaries, bonuses, equity, severance, or change-in-control to executives; KAFA considers KYN performance in senior manager compensation, but amounts are not segregable to KYN .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KYN | Chairman of the Board | Since June 2020 | Leads board and fund oversight; dual-role with CEO |
| KYN | President & CEO | Current; officer since June 2005 | Principal executive with accountability for fund strategy and filings |
| KYN | Executive Vice President | Jun 2008–Jun 2016 | Senior leadership during energy cycle transition |
| KYN | Vice President | Jun 2005–Jun 2008 | Early executive role post-joining Kayne Anderson |
| KA Fund Advisors (KAFA) | Managing Partner & Co-Head | Since Jun 2019 | Oversees advisory platform that manages KYN |
| Kayne Anderson | Senior Managing Director | Feb 2008–Jun 2019 | Senior leadership across Kayne Anderson affiliates |
| UBS Securities LLC | Director, Energy Investment Banking | Prior to 2004 | M&A and capital markets experience in energy |
| Kayne Anderson BDC, Inc. | President; then CEO | Feb 2021–Aug 2023 (President); Jun 2021–Aug 2023 (CEO) | Led affiliated BDC operations |
| Kayne DL 2021, Inc. | President & CEO | Dec 2021–Aug 2023 | Led affiliated entity operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kayne Anderson Capital Advisors, L.P. (KACALP) | Board Member | Not disclosed | Governance of investment management firm advising KYN |
| Expression Therapeutics | Board Member | Not disclosed | Biotech oversight and external network |
| K‑Sea Transportation Partners L.P. | Prior Director | Not disclosed | Midstream/shipping sector experience |
| Petris Technology, Inc. | Prior Director | Not disclosed | Energy data management domain knowledge |
| ProPetro Services, Inc. | Prior Director | Not disclosed | Oilfield services exposure |
| Ironwood Midstream Energy Partners III LLC | Appointed Director (Company designee) | Current (KYN appoints) | Portfolio company oversight; direct involvement in midstream operations |
Fixed Compensation
- KYN pays no salaries, bonuses, perquisites, pension/SERP, or equity to executive officers; executives are employees of KAFA or affiliates and compensated by KAFA .
- KYN has no employment agreements with executive officers, no retirement/pension plans for executives, and no compensation plans authorizing KYN equity issuance to executives .
| Component | Status at KYN |
|---|---|
| Base Salary | Not paid by KYN; executives compensated by KAFA |
| Target/Actual Bonus | Not paid by KYN |
| Perquisites | None provided by KYN |
| Pension/SERP | None at KYN |
| Director fees (Interested Director) | None; interested directors (including Baker) receive no compensation from KYN |
Performance Compensation
- KYN does not grant RSUs/PSUs/options and does not maintain equity compensation plans; no vesting schedules or performance-metric-linked payouts at KYN for executives .
- KAFA considers KYN’s performance when determining compensation for certain senior managers, but amounts attributable to KYN cannot be segregated; performance metrics and weightings are not disclosed at KYN level .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed (KAFA-level) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not applicable at KYN (no equity awards) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common shares beneficially owned | 680,939 as of Dec 31, 2024 |
| Shares outstanding (common) | 169,126,038 as of Dec 31, 2024 |
| Ownership as % of common outstanding | ~0.40% (680,939 / 169,126,038) |
| Dollar range of equity owned | Over $100,000 (director dollar range) |
| Preferred stock owned | None disclosed (directors/executives as a group show “—”) |
| Vested vs. unvested shares | Not applicable; no KYN equity awards |
| Options (exercisable/unexercisable) | None at KYN |
| Shares pledged as collateral | Not disclosed |
| Stock ownership guidelines | Not disclosed |
| Section 16 compliance | Company believes directors/executives complied with Section 16(a) in FY2024; two late Form 3s for officers (not Baker) |
Employment Terms
| Provision | Terms at KYN |
|---|---|
| Employment agreement | None; executives are KAFA employees |
| Severance | No arrangements to make payments to executive officers upon termination |
| Change-in-control | No change-in-control payments by KYN; no accelerated vesting (no equity plans) |
| Clawback | “Recovery of Erroneously Awarded Compensation: Not applicable” in semi-annual report; KYN has no exec comp plans |
| Non-compete / Non-solicit | Not disclosed |
| Garden leave / Consulting post-termination | Not disclosed |
Board Governance
| Topic | Detail |
|---|---|
| Board classification | Three classes; Baker is Class II with term until 2027 |
| Role | Chairman of the Board, President & CEO; “interested person” under 1940 Act |
| Preferred Director | Designated as a Preferred Director (elected by preferred stockholders) |
| Committee memberships | Not a member; Audit and Nominating/Compensation committees are independent-only |
| Committee chairs | Audit Committee Chair: William R. Cordes; Nominating/Compensation Chair: Lead Independent Director William H. Shea, Jr. |
| Board meeting attendance | All directors attended at least 75% of Board and committee meetings in FY2024 |
| Meetings held (FY2024) | Board 4; Special Board 4; Audit 4; Nominating 3 |
| Lead Independent Director | William H. Shea, Jr.; mitigates dual-role risks |
| Independence status | Majority independent board; Baker classified “Interested Director” due to Kayne employment |
Director Compensation (Baker-specific)
| Component | Amount |
|---|---|
| Annual cash retainer from KYN | $0 (interested directors receive none) |
| Committee fees | $0 (not on committees; interested directors receive none) |
| Equity grants | $0 (no KYN equity plans) |
Performance & Track Record
- Regulatory leadership: Baker signs KYN’s SEC reports and certifications as Principal Executive Officer, evidencing direct accountability for financial reporting and controls .
- Portfolio governance: He and another KYN executive are appointed to the board of a midstream portfolio company (Ironwood Midstream Energy Partners III), indicating active oversight in portfolio operations .
Compensation Committee Analysis
- Governance: The Nominating, Corporate Governance and Compensation Committee is fully independent and chaired by the Lead Independent Director (Shea) . Audit Committee members are designated financial experts .
- Consultant usage/conflicts: Not disclosed.
- Committee composition changes: Board changes occurred (e.g., Caroline A. Winn’s resignation in June 2025), but committee independence standards maintained .
Related Party Transactions and Interlocks
- Policies: KYN has adopted a code of ethics and policies regarding affiliated/related party transactions per the 1940 Act .
- Portfolio company board appointments: KYN appoints Baker and Logan to Ironwood Midstream III’s board; co-investment relief and affiliate transaction considerations are addressed under 1940 Act and exemptive processes .
Risk Indicators & Red Flags
- Dual-role risk: CEO + Chairman + Interested Director; mitigated by majority-independent board, independent-only committees, and Lead Independent Director structure .
- Equity pledging/hedging: Not disclosed.
- Clawbacks/tax gross-ups: Clawbacks not applicable; tax gross-ups not disclosed .
- Say-on-pay: Not applicable; no executive compensation paid by KYN .
- Section 16/a compliance: Company reports compliance in FY2024; isolated late Form 3s for two officers (not Baker) .
Equity Ownership & Alignment – Detailed Table
| Metric | Value |
|---|---|
| Common shares owned | 680,939 |
| % of common outstanding | ~0.40% (680,939 / 169,126,038) |
| Dollar range owned | Over $100,000 |
| Preferred shares owned | None (group shows “—”) |
Investment Implications
- Alignment: No salary/bonus/equity paid by KYN; alignment with shareholders comes via Baker’s direct common share ownership (~0.40%) and KAFA’s compensation considering KYN’s performance, though specifics are not disclosed—suggest monitoring for Form 4 filings to gauge incremental buying/selling pressure .
- Governance mitigants: Dual-role risks are addressed by independent-only Audit and Nominating/Compensation committees and a Lead Independent Director; independence safeguards appear robust for a 1940 Act fund structure .
- Retention/severance risk: With no KYN employment agreements, severance, or change-of-control economics, shareholder liability from executive departures is minimal; retention dynamics reside at KAFA, not KYN—material changes at KAFA could impact continuity at KYN .
- Trading signals: Lacking equity award vesting, insider selling pressure would primarily reflect discretionary transactions; continued review of Section 16 filings is advisable given Baker’s meaningful personal stake .
Notes: KYN is externally managed by KAFA; executive compensation, employment terms, and performance metrics are primarily at manager-level and not disclosed at KYN. Where items are not disclosed by KYN, they are omitted per fund filings .