William H. Shea, Jr.
About William H. Shea, Jr.
William H. Shea, Jr. (born 1954) is KYN’s Lead Independent Director, serving since March 2008 and currently chairing the Nominating, Corporate Governance and Compensation Committee; he is independent under the Investment Company Act of 1940 . He holds a B.A. from Boston College and an M.B.A. from the University of Virginia, and has extensive CEO experience across midstream energy and storage platforms (Buckeye Partners, PVR Partners’ GP, Niska Gas Storage, Mainline Energy Partners, Jefferson Energy Companies) . His board leadership includes lead independent responsibilities with a majority-independent board that meets separately from management, supporting effective oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jefferson Energy Companies | Chief Executive Officer | Jan 2020 – Jun 2021 | Led energy infrastructure operations; midstream exposure |
| Mainline Energy Partners, LLC | Chief Executive Officer | Jul 2016 – Sep 2019 | Direction of midstream strategy and operations |
| Niska Gas Storage Partners LLC | Chief Executive Officer and President | May 2014 – Jul 2016 | Gas storage operations leadership |
| General Partner of PVR Partners, L.P. (PVR) | Chief Executive Officer | Mar 2010 – Mar 2014 | Oversaw GP of midstream MLP |
| Penn Virginia GP Holdings L.P. (PVG) | President and Chief Executive Officer | Mar 2010 – Mar 2011 | Managed owner of PVR’s GP |
| Buckeye Partners, L.P. (BPL) | Chairman; CEO & President; President & COO | Chairman May 2004 – Jul 2007; CEO/Pres Sep 2000 – Jun 2007; Pres/COO Jul 1998 – Sep 2000 | Led large petroleum products MLP; broad operational and governance experience |
| Buckeye GP Holdings, L.P. (BGH) | Chairman; Chief Executive Officer and President | Chairman Aug 2006 – Jul 2007; CEO/Pres May 2004 – Jun 2007 | Directed GP oversight; governance roles |
| Prior employers | Union Pacific Corporation; UGI Development Company; Laidlaw Environmental Services | Various managerial/executive roles | Industry breadth across logistics, utilities, environmental services |
External Roles
| Organization | Role | Timing | Notes |
|---|---|---|---|
| Mainline Energy Partners, LLC | Director | Prior | Midstream energy board service |
| USA Compression Partners, LP | Director | Prior | Natural gas compression MLP director |
| Penn Virginia Corporation | Director | Prior | Oil & gas exploration board service |
| PVR Partners, L.P. (PVR) | Director | Prior | Midstream MLP director |
| Penn Virginia GP Holdings L.P. (PVG) | Director | Prior | Owner/GP of PVR |
| Buckeye Partners, L.P. (BPL) | Director | Prior | Petroleum products MLP |
| Buckeye GP Holdings, L.P. (BGH) | Director | Prior | GP of BPL |
| Gibson Energy ULC | Director | Prior | Midstream energy |
| Niska Gas Storage Partners LLC | Director | Prior | Natural gas storage |
| KMF; KYE | Director (prior funds merged into KYN) | Prior | KMF merged into KYN Nov 2023; KYE merged into KMF Aug 2018 |
Board Governance
- Lead Independent Director; Chair of Nominating, Corporate Governance and Compensation Committee; member of Nominating Committee; not a member of the Audit Committee (Audit Committee composed of independent directors; all designated financial experts) .
- Independence: qualifies as an Independent Director under the 1940 Act; independent directors constitute a majority of the board; independent directors meet separately from management .
- Attendance and activity: In FY 2024, the Board held 4 regular meetings and 4 special meetings; Audit met 4 times; Nominating met 3 times; all directors attended at least 75% of aggregate board/committee meetings .
- Board composition updates: Caroline A. Winn resigned effective June 24, 2025; post-resignation, the Board had seven directors, six independent—independence majority maintained .
Fixed Compensation
| Component | FY 2024 | Effective Dec 1, 2024 |
|---|---|---|
| Annual retainer (Independent Director) | $160,000 | $170,000 |
| Lead Independent Director premium | $15,000 | $15,000 |
| Audit Committee Chair premium | $15,000 (role-specific; not applicable to Shea) | $15,000 (role-specific; not applicable to Shea) |
| Special Board meeting fees (in-person/telephone) | $2,500 in-person; $1,500 telephone (per meeting) | $2,500 in-person; $1,500 telephone (per meeting) |
| Offering committee meeting fee | $500 (per meeting) | $500 (per meeting) |
Director Compensation Paid (FY 2024):
| Director | FY 2024 Cash Compensation |
|---|---|
| William H. Shea, Jr. | $183,500 |
Notes:
- Directors and officers who are “interested persons” receive no compensation from the Company; independent directors are reimbursed for meeting-related expenses .
Performance Compensation
| Performance-based Element | FY 2024 |
|---|---|
| Equity awards (stock, RSUs, options) to directors | None; the Company does not maintain compensation plans authorizing issuance of equity securities, and directors receive cash retainers/fees |
| Performance metrics tied to director pay | None disclosed (no TSR/EBITDA/ESG metrics for director compensation) |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| USA Compression Partners, LP | Energy infrastructure MLP | Prior Director | No active interlock disclosed; prior roles only |
| Buckeye Partners, L.P.; Buckeye GP Holdings, L.P. | Midstream MLP/GP | Prior Director/Chair/CEO | Prior affiliations; not current; no related-party transactions disclosed involving Shea |
| Penn Virginia Corporation | E&P | Prior Director | Prior role; no current transaction disclosures involving Shea |
| Gibson Energy ULC; Niska Gas Storage Partners LLC | Midstream/storage | Prior Director | Prior roles; no current conflicts disclosed |
| PVR Partners, L.P.; PVG | Midstream MLP/GP owner | Prior Director | Prior roles; no transactions disclosed involving Shea |
| KMF; KYE | Closed-end funds | Prior Director | Funds merged into KYN; governance continuity noted |
Expertise & Qualifications
- Extensive midstream operating leadership (CEO across multiple platforms), bringing sector-specific operational and governance depth directly aligned to KYN’s investment focus .
- Financial and boardroom experience spanning MLPs and energy infrastructure, complementing Audit/Nominating composition and independent oversight .
- Education: B.A., Boston College; M.B.A., University of Virginia .
Equity Ownership
| Holder | Common Shares | Percent of Class | Dollar Range | As-of Date |
|---|---|---|---|---|
| William H. Shea, Jr. | 20,158 | <1% | Over $100,000 | Dec 31, 2024 |
Notes:
- No individual preferred stock holdings disclosed for Shea; group totals show no director/executive officer preferred holdings as a group .
- Independent directors (other than two named) and their immediate family members did not own securities of KAFA or affiliates; Shea is not listed among exceptions—supports independence .
- No pledging/hedging disclosure specific to Shea; no director stock ownership guidelines disclosed .
Governance Assessment
- Independence and leadership: Shea is the Lead Independent Director and Nominating Committee Chair, with independence affirmed under the 1940 Act; the board maintains majority independence and independent-only committee composition—positive for oversight quality .
- Attendance/engagement: Board and committee cadence (4/4/3 meetings) with at least 75% attendance across all directors indicates active participation; no attendance shortfalls disclosed for Shea—favorable signal .
- Compensation structure: Cash-only director compensation with a modest lead premium and no equity awards or performance-tied metrics; retainer increased to $170,000 effective Dec 1, 2024, indicating a slight rise in fixed cash compensation; absence of equity can limit mechanical alignment but Shea’s personal ownership (> $100k, 20,158 shares) partially offsets .
- Conflicts/related-party: Code of ethics and policies for related-party transactions are in place; no related-party transactions or conflicts disclosed involving Shea; independent directors (including Shea) generally do not hold securities of adviser/underwriters—low conflict risk .
- Board composition changes: The June 2025 resignation of an independent director (Winn) did not compromise independence majority; continuity of governance preserved .
RED FLAGS:
- None disclosed specific to Shea: no low attendance, no related-party transactions, no hedging/pledging or option repricing reported .
- Observation: Directors lack performance-based compensation; while common in investment company structures, it reduces pay-for-performance linkage; ownership levels for Shea (> $100k) help alignment .