Mark V. Mangilit
About Mark V. Mangilit
Mark V. Mangilit (born 1979) is Chief Compliance Officer (CCO) of Kayne Anderson Energy Infrastructure Fund, Inc. (KYN), elected annually and serving since June 2024; the proxy notes he has been CCO of KYN since March 2024 and a Senior Vice President at Kayne Anderson since January 2019 . KYN’s Board meets at least annually with the CCO as part of its oversight of compliance risk, with risk oversight executed both at the full Board and committee levels . KYN is externally managed by KA Fund Advisors, LLC (KAFA); the Company does not pay salaries, bonuses, equity, or severance to executive officers, and provides no employment or change-of-control arrangements—executive pay is determined by KAFA and may consider KYN performance without disclosing specific metrics, so TSR, revenue, or EBITDA targets tied to Mangilit’s compensation are not reported .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KYN | Chief Compliance Officer | Since Mar 2024 (elected since Jun 2024) | Oversees KYN’s compliance program; meets at least annually with independent directors, supporting Board risk oversight |
| Kayne Anderson | Senior Vice President | Since Jan 2019 | Senior compliance/management responsibilities at adviser level aligned with externally managed fund structure |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | The proxy lists no other directorships for Mangilit |
Fixed Compensation
KYN is externally managed; executive cash compensation is paid by KAFA, not KYN.
- The Company does not pay salaries, bonuses, perquisites, pensions, or maintain equity compensation plans for executive officers .
- No employment agreements; no severance; no change-of-control payments by KYN .
| Item | Amount/Status | Notes |
|---|---|---|
| Base salary | Not paid by KYN | Executive officers are compensated by KAFA |
| Target/Actual bonus | Not paid by KYN | No bonuses at the Company level |
| Perquisites/Pension | None at KYN | No perquisites or retirement benefits provided by KYN |
| Employment agreement | None at KYN | No employment contracts |
Performance Compensation
No Company-level equity or performance awards; KAFA may consider Company performance for certain senior managers, but metrics/weightings are not disclosed.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed at Company level | — | — | — | — | — |
| KAFA consideration of KYN performance (general) | Not disclosed | Not disclosed | Not disclosed | Determined by KAFA | Not disclosed |
The proxy explicitly states the Company cannot segregate or identify the portion of KAFA-paid compensation relating exclusively to services to KYN .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Common shares beneficially owned (as of Dec 31, 2024) | — for Mark V. Mangilit; “less than 1%” of class indicated by asterisk for individuals |
| Shares outstanding reference | 169,126,038 common shares outstanding as of Dec 31, 2024 |
| Preferred stock ownership | No preferred stock owned by directors/executive officers as a group; individual executive ownership not listed (group shows “—”) |
| Section 16 compliance | Company believes directors and executive officers complied with Section 16(a) filing requirements in fiscal 2024; noted late Form 3s for two officers (not Mangilit) |
| Stock ownership guidelines | Not disclosed for executive officers |
| Hedging/pledging | Not disclosed; Company has a code of ethics and related-party policies |
Implications:
- No reported KYN common stock ownership by Mangilit limits insider selling pressure but reduces direct equity alignment at the Company level .
- Absence of Company equity plans or guidelines limits typical pay-for-performance alignment mechanisms for executive officers .
Employment Terms
| Term | Detail |
|---|---|
| Officer election term | Elected annually; Mangilit served since June 2024 |
| Role start | CCO of KYN since March 2024 |
| Employment agreements | None; KYN has no employment contracts with executive officers |
| Severance/Change of Control | None at the Company level; no arrangements to make payments upon termination or change in control |
| Equity plans | None; KYN does not maintain equity compensation plans |
| Board oversight linkage | Independent Directors meet separately and with the CCO at least annually; Board oversees compliance risk and internal controls through committees and regular reporting |
Investment Implications
- External manager structure: Executive compensation is determined by KAFA and not disclosed at an individual level, limiting visibility into pay-for-performance alignment for KYN-specific metrics (TSR/revenue/EBITDA); the proxy only notes performance “may” be considered by KAFA .
- Minimal insider selling risk: No reported KYN common stock holdings for Mangilit reduces near-term insider selling pressure but also diminishes direct equity alignment with KYN shareholders .
- Low parachute risk: No KYN employment agreements, severance, or change-of-control payments lowers golden-parachute risk and suggests limited Company-paid retention mechanisms .
- Compliance-led oversight: The Board engages the CCO at least annually, with structured risk oversight at the Board and committee levels; this supports strong regulatory posture but provides little transparency into CCO-specific performance metrics .
Data limitations: The proxy provides no individual cash/equity pay details, performance targets, award vesting, or insider transaction history for Mangilit; Section 16 compliance suggests filings were timely and complete for fiscal 2024 (late Form 3s were noted for other officers), but individual Form 4 transaction detail is not included in the proxy .