William R. Cordes
About William R. Cordes
Independent director of Kayne Anderson Energy Infrastructure Fund, Inc. (KYN) since August 2018; currently serves as Audit Committee Chair. Born 1948; spent 35+ years in the natural gas industry with CEO/President roles at Northern Border Partners, L.P., Northern Border Pipeline Company, Northern Natural Gas Company, and Transwestern Pipeline Company; B.S. in Business Administration from the University of Nebraska. Term runs through the 2026 Annual Meeting of Stockholders; designated as an Independent Director under the Investment Company Act of 1940.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Border Partners, L.P. | Chief Executive Officer | Oct 2000 – Apr 2006 | CEO of midstream MLP; industry leadership |
| Northern Border Pipeline Company | President | Oct 2000 – Mar 2007 | Led interstate pipeline operator |
| Northern Natural Gas Company | President | 1993 – 2000 | Led natural gas company operations |
| Transwestern Pipeline Company | President | 1996 – 2000 | Led interstate pipeline operations |
| Midwest Energy Association | Chairman (past) | Not disclosed | Industry association leadership |
| Interstate Natural Gas Association of America | Board member (prior) | Not disclosed | Industry advocacy body |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Live Well Go Fish (non-profit) | Director | Current | Community/non-profit involvement |
| Boardwalk Pipeline Partners, LP (midstream MLP) | Director | Prior | Public company board experience |
| Northern Border Partners, L.P. (midstream MLP) | Director | Prior | Public company board experience |
| KMF (Kayne Anderson NextGen Energy & Infrastructure, Inc.) | Director | Prior | Merged into KYN in Nov 2023 |
| KED (Kayne Anderson Energy Development Company) | Director | Prior | Prior Kayne Anderson fund |
Board Governance
- Independence and tenure: Independent director since Aug 2018; term through 2026. The Board maintains a majority of Independent Directors.
- Committee assignments and chair roles: Audit Committee Chair; Audit Committee members are designated “audit committee financial experts.” Not a member of the Nominating, Corporate Governance and Compensation Committee.
- Meeting cadence and attendance (FY2024): Board 4 regular, 4 special; Audit 4; Nominating 3. All directors attended at least 75% of aggregate Board and committee meetings.
- Board leadership: Chairman is an “interested” director (CEO James C. Baker, Jr.); Independent Directors meet separately as part of regular meetings; Lead Independent Director is William H. Shea, Jr. (also Nominating Committee Chair).
- Board composition update: Caroline A. Winn resigned effective June 24, 2025; Board size became seven, with six Independent Directors.
| FY2024 Meetings Held | Count |
|---|---|
| Board of Directors | 4 |
| Board – Special | 4 |
| Audit Committee | 4 |
| Nominating, Corporate Governance and Compensation Committee | 3 |
Fixed Compensation
| Component (FY2024 policy unless noted) | Amount |
|---|---|
| Independent Director annual retainer (through Nov 30, 2024) | $160,000 |
| Independent Director annual retainer (effective Dec 1, 2024) | $170,000 |
| Lead Independent Director annual fee | $15,000 |
| Audit Committee Chair annual fee | $15,000 |
| Special Board meeting fee (in-person) | $2,500 per meeting |
| Special Board meeting fee (telephone) | $1,500 per meeting |
| Offering committee meeting fee (in-person or telephone) | $500 per meeting |
| William R. Cordes – FY2024 Director Compensation (cash) | Amount |
|---|---|
| Total cash paid by KYN | $183,500 |
The Company does not have a retirement or pension plan, or compensation plans under which its equity securities are authorized for issuance to directors.
Performance Compensation
| Element | Disclosure |
|---|---|
| Stock awards (RSUs/PSUs) | None; Company states no equity compensation plans for directors |
| Option awards | None; Company states no equity compensation plans for directors |
| Performance metrics tied to director pay | Not applicable; director pay structured as retainer/fees |
| Clawback, gross-ups, change-in-control for directors | Not disclosed in proxy; no equity plans for directors |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock Considerations |
|---|---|---|---|
| Boardwalk Pipeline Partners, LP | Public MLP (midstream) | Director (prior) | Sector overlap with KYN’s energy infrastructure focus; enhances industry insight |
| Northern Border Partners, L.P. | Public MLP (midstream) | Director (prior) | Sector overlap; adds midstream governance experience |
| Live Well Go Fish | Non-profit | Director (current) | No competitive conflict |
| KMF, KED | Public funds | Director (prior) | Former Kayne Anderson funds; KMF merged into KYN (Nov 2023) |
- Independence safeguards: As of Dec 31, 2024, Independent Directors (other than Ms. Costin and Mr. Pearl as specified) and their immediate family members did not own any class of securities of Kayne Anderson (the adviser) or its controlled affiliates, reducing adviser-related conflicts.
Expertise & Qualifications
- Designated Audit Committee financial expert; chairs KYN’s Audit Committee.
- 35+ years of executive leadership in the MLP/natural gas pipeline sector; prior CEO/President roles across multiple pipeline companies.
- Board experience across several energy-related public companies and industry associations.
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned (as of Dec 31, 2024) | 19,850 shares |
| Ownership as % of outstanding common | <1% (asterisked in proxy) |
| Aggregate dollar range of equity securities (KYN Fund Complex) | Over $100,000 |
| KYN common shares outstanding (context) | 169,126,038 (as of Record Date) |
- Adviser/underwriter securities: As of Dec 31, 2024, Independent Directors (other than specified exceptions) and their immediate family members did not own securities of Kayne Anderson or underwriters/affiliates, supporting independence.
Insider Trades
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Holdings | Security | Link |
|---|---|---|---|---|---|---|---|
| 2023-11-13 | 2023-11-20 | A – Award/Acquisition | 8,142 | $9.932 | 19,850 | Common Stock | https://www.sec.gov/Archives/edgar/data/1293613/000163839723000020/0001638397-23-000020-index.htm |
Source: SEC Form 4 data retrieved via insider-trades skill (reporting name “Cordes William R”; typeOfOwner: director). The proxy indicates no director equity compensation plans; the Form 4 reflects an “A” transaction type recorded on the SEC.
Governance Assessment
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Strengths
- Independent audit chair and designated audit committee financial expert; robust oversight remit with independent membership.
- Attendance: all directors met or exceeded 75% threshold across Board and committee meetings in FY2024.
- Ownership alignment: personally holds 19,850 KYN shares; dollar range “Over $100,000.”
- Independence from adviser: no adviser/underwriter affiliate securities held by Independent Directors (with specified exceptions not including Cordes), reducing related-party exposure.
-
Watch items
- Director pay is cash-based (no equity plan), which avoids dilution but provides less direct equity-based alignment compared to equity-linked director compensation models at operating companies.
- Board composition changed after a 2025 resignation, but independence remained strong (six of seven directors independent).
-
RED FLAGS
- None disclosed related to Cordes: no Section 16(a) reporting issues noted for directors; only two late Form 3s pertained to officers.
- No related-party transactions involving Cordes disclosed; the Company maintains a code of ethics and related-party transaction policies as required under the 1940 Act.