Andrea Mullins
About Andrea N. Mullins
Andrea N. Mullins (born 1967) is an Independent Trustee of NXG NextGen Infrastructure Income Fund, serving since 2021 and Chair of the Audit Committee since 2021; the Board has designated her an “audit committee financial expert.” She is a private investor and an independent contractor with SWM Advisors (2014–present), with prior senior financial roles at asset management companies, and extensive registered investment company governance experience across multiple fund families .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NXG NextGen Infrastructure Income Fund | Independent Trustee; Chair, Audit Committee | Trustee since 2021; Audit Chair since 2021 | Audit oversight; designated audit committee financial expert; leads pre‑approval of audit/non‑audit services under charter |
| Funds in NXG complex | Independent Trustee | Since 2021 | Oversees 2 portfolios in fund complex; participates in quarterly Board and committee meetings |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Valued Advisers Trust (14 portfolios) | Trustee | 2013–present | RIC governance experience (audit/pricing committees) |
| Angel Oak Family of Funds (9 portfolios) | Trustee | 2019–present | RIC governance experience |
| CRM Mutual Funds Trust (5 portfolios) | Trustee | 2025–present | Added in 2025, expanding RIC oversight footprint |
| SWM Advisors | Independent Contractor | 2014–present | Ongoing advisory engagement; private investor |
Board Governance
- Board structure: 4 Trustees; supermajority Independent Trustees; committee membership limited to Independent Trustees; Independent Chair (Brian R. Bruce) .
- Committees: Audit Committee (Mullins—Chair; all Independent Trustees); Nominating & Corporate Governance Committee (all Independent Trustees; chaired by John H. Alban in 2025; previously Ronald P. Trout in 2024) .
- Independence: Mullins is an Independent Trustee under Rule 10A‑3 and is designated the audit committee financial expert .
- Engagement: Board meets quarterly, holds special meetings as needed; Independent Trustees meet in executive sessions with independent counsel .
- Attendance: During FY ended Nov 30, 2024, each Trustee attended all regular Board meetings and all committee meetings on which they served (100% attendance). Same disclosure for FY ended Nov 30, 2023 .
| Governance Metric | FY 2023 | FY 2024 |
|---|---|---|
| NXG Board meetings held (count) | 5 | 6 |
| Audit Committee meetings (count) | 1 | 1 |
| Nominating & Corporate Governance meetings (count) | 2 | 2 |
| Mullins attendance | 100% | 100% |
Fixed Compensation
| Trustee | FY 2023 — NXG ($) | FY 2024 — NXG ($) | FY 2023 — SRV ($) | FY 2024 — SRV ($) | Fund Complex Total FY 2023 ($) | Fund Complex Total FY 2024 ($) |
|---|---|---|---|---|---|---|
| Andrea N. Mullins | 49,663 | 49,555 | 32,464 | 46,020 | 82,127 | 95,575 |
- No pension or retirement benefits are provided to Trustees by the Fund Complex .
- Compensation program details (cash retainer, committee/chair fees, meeting fees) are not itemized in the proxy; only aggregate amounts per fund are disclosed .
Performance Compensation
- No performance‑based compensation (bonus, PSUs, options, ESG/TSR metrics) for Trustees is disclosed; director pay appears to be fixed fees, not at‑risk incentive pay .
Other Directorships & Interlocks
| External Board | Overlap/Interlock with NXG Adviser/Underwriter | Potential Conflict Flag |
|---|---|---|
| Valued Advisers Trust | None disclosed | None identified |
| Angel Oak Family of Funds | None disclosed | None identified |
| CRM Mutual Funds Trust | None disclosed | None identified |
| SWM Advisors (contractor role) | No relationship to NXG Adviser disclosed | Monitor for services proximity; none disclosed |
- No related‑party transactions involving Mullins are disclosed in the proxy; committee membership is limited to Independent Trustees, reinforcing governance independence .
Expertise & Qualifications
- Audit committee financial expert; significant experience in financial, accounting, regulatory and investment matters via fund governance and senior financial roles in asset management .
- Oversees 2 portfolios in NXG fund complex; extensive multi‑fund board experience (Valued Advisers, Angel Oak, CRM Mutual Funds Trust) .
Equity Ownership
| Date | SRV Ownership (Dollar Range) | NXG Ownership (Dollar Range) |
|---|---|---|
| Dec 31, 2023 | None | None |
| Dec 31, 2024 | $10,001–$50,000 | $10,001–$50,000 |
- As of Dec 31, 2024, each Trustee and officers as a group owned less than 1% of outstanding shares of each Fund .
- Ownership guidelines or pledging/hedging policies for directors are not disclosed; no pledging or hedging by Mullins is reported in the proxy .
Insider Trades
| Item | Fund | Note |
|---|---|---|
| Late Form 4 filing (acquisition of shares) | SRV | A Form 4 relating to an acquisition of shares by Andrea Mullins was inadvertently not filed timely during the most recent fiscal year; corrected per Section 16(a) disclosure |
- NXG’s Section 16(a) summary notes timely filings except as disclosed; no NXG late filing is attributed to Mullins .
Governance Assessment
- Strengths: Independent Trustee and Audit Chair; designated audit financial expert; 100% attendance; committees composed solely of Independent Trustees; robust audit charter and pre‑approval controls; independent legal counsel; quarterly meetings and executive sessions .
- Alignment: Demonstrable personal share ownership emerged from 2023 to 2024 in both NXG and SRV ($10,001–$50,000 each), signaling increased alignment with shareholders .
- Compensation: Director pay structure appears fixed and modest for closed‑end fund governance; no performance incentives or option awards, reducing pay‑for‑performance misalignment risk .
- Independence/Interlocks: Multiple external fund board roles but no disclosed related‑party transactions with NXG’s adviser; continued monitoring appropriate for SWM Advisors contractor role; no conflicts identified in filings .
RED FLAGS
- Section 16(a) late filing: A Form 4 for Mullins (SRV) was filed late in the most recent fiscal year; while administrative, it is a minor compliance lapse warranting monitoring of future insider reporting timeliness .
- Ownership concentration: Trustee and officer group overall holds <1% of shares; while typical for funds, low aggregate insider ownership reduces direct economic alignment; Mullins’s personal ownership has improved vs 2023 .
Signals for investors
- Audit committee leadership continuity and financial expertise support financial reporting quality and external auditor independence (Ernst & Young pre‑approval regime) .
- Stable attendance and independent governance structure (Independent Chair; supermajority independent board; independent‑only committees) underpin board effectiveness .