Edward Kuczmarski
About Edward A. Kuczmarski
Edward A. Kuczmarski (born 1949) is an Independent Director and Independent Chair of the Board at Brookfield Real Assets Income Fund Inc. (RA), serving since the Fund’s inception in 2016; he sits on the Audit Committee and the Nominating & Compensation Committee and is designated an audit committee financial expert. He is a retired Certified Public Accountant and former Partner at Crowe Horwath LLP (1980–2013) and previously served as a Trustee of the Stralem Funds (2014–2016). The Board has determined he is independent under NYSE listing standards; he stands for re‑election as a Class III Director to a term expiring at the 2028 Annual Meeting and is currently scheduled to retire in 2027 under the Board’s mandatory retirement policy (age 78, with possible one‑year extensions to age 80) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crowe Horwath LLP | Certified Public Accountant and Partner | 1980–2013 | Financial accounting expertise; supports Audit Committee work |
| Stralem Funds | Trustee | 2014–2016 | Investment oversight; board governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brookfield/Oaktree/Brookfield Investment Funds complex | Director/Trustee of several investment companies advised by the Adviser | 2011–Present | Cross‑fund governance; informs RA board perspective |
| Brookfield Infrastructure Income Fund Inc. (BII) | Independent Chair and Director; Audit and Nominating & Compensation Committee member | Served since 2023 | Audit committee financial expert; independent governance leadership |
| Center Coast Brookfield MLP & Energy Infrastructure Fund (CEN) | Director | Not disclosed | Interlock within adviser’s fund complex |
| Brookfield Global Listed Infrastructure Income Fund (INF) | Director | Not disclosed | Interlock within adviser’s fund complex |
Board Governance
- Independence: The Board has determined Mr. Kuczmarski is independent under NYSE listing standards .
- Chair and Committee Roles: Chair of the Board; Audit Committee member; Nominating & Compensation Committee member. He previously chaired the Nominating & Compensation Committee (2019–2021) before chair responsibilities moved to another director .
- Audit Committee financial expert designation: The Board designated him (and others) as an “audit committee financial expert” per SEC rules .
- Qualified Legal Compliance Committee (QLCC): Member; QLCC did not meet during FY2021 .
- Attendance and executive sessions: In FY2019, the Board held four regular meetings, and each Director attended at least 75% of Board and committee meetings; the Independent Chair presides at executive sessions, or the Nominating & Compensation Committee chair if not designated .
Committee Assignments by Year
| Committee | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| Board Chair | Chair | Chair | Chair | Chair |
| Audit Committee | Member; audit financial expert | Member; audit financial expert | Member | Member |
| Nominating & Compensation | Chair | Chair | Member (Chair: Heather Goldman) | Member (Chair: Heather Goldman) |
| QLCC | Member (committee exists) | Member; QLCC did not meet FY2021 | Member | Not disclosed |
Fixed Compensation
Directors are compensated via Fund Complex cash retainers and chair fees; independent directors receive reimbursement for meeting expenses; no pension or retirement plan; no compensation is paid by affiliates to Independent Directors .
RA Fund Complex Retainer and Chair Fee Schedule (USD)
| Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Independent Director Annual Retainer | $180,000 | $180,000 | $180,000 | $190,000 | $205,000 | $225,000 | $250,000 | $260,000 |
| Independent Chair Fee | $30,000 | $30,000 | $30,000 | $30,000 | $45,000 | $45,000 | $55,000 | $55,000 |
| Audit Committee Chair Fee | $30,000 | $30,000 | $30,000 | $30,000 | $40,000 | $40,000 | $50,000 | $50,000 |
| Nominating & Compensation/Governance Chair Fee | Not disclosed | Not disclosed | Not disclosed | Not disclosed | $10,000 | $10,000 | $15,000 | $15,000 (Governance Committee) |
Edward A. Kuczmarski – Total Director Compensation (Fund Complex)
| Year | Total ($) |
|---|---|
| 2018 | $197,500 |
| 2019 | $210,000 |
| 2020 | $210,000 |
| 2021 | $235,833 |
| 2022 | $235,000 |
| 2023 | $270,000 |
| 2024 | $305,000 |
Performance Compensation
| Performance-Tied Elements | Details |
|---|---|
| Equity awards (RSUs/PSUs), options, bonuses, metrics (TSR, EBITDA, ESG) | None disclosed for Independent Directors; compensation comprises cash retainers and chair fees; no pension/retirement plan |
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles |
|---|---|---|
| RA (Brookfield Real Assets Income Fund Inc.) | Independent Chair & Director | Audit; Nominating & Compensation |
| Brookfield Infrastructure Income Fund Inc. (BII) | Independent Chair & Director | Audit; Nominating & Compensation |
| Center Coast Brookfield MLP & Energy Infrastructure Fund (CEN) | Director | Not disclosed |
| Brookfield Global Listed Infrastructure Income Fund (INF) | Director | Not disclosed |
Expertise & Qualifications
- CPA with extensive financial accounting experience; designated audit committee financial expert .
- Longstanding closed‑end and mutual fund governance experience across adviser‑affiliated funds .
- Oversees multiple portfolios within the Fund Complex (nine as of the 2022 proxy), indicating breadth of oversight across related strategies .
Equity Ownership
- As of December 31, 2024, Mr. Kuczmarski’s RA holdings were in the $50,001–$100,000 dollar range (code D); aggregate holdings across the Fund Complex were over $100,000 (code E). Directors and officers as a group owned less than 1% of RA’s outstanding shares as of the record date .
- Historical RA holding ranges: C ($10,001–$50,000) in 2017–2019; E (Over $100,000) in 2020–2021; D ($50,001–$100,000) in 2022–2024 .
Insider Trades and Holdings (selected)
| Date | Filing | Security | Shares Reported | Source |
|---|---|---|---|---|
| 2020-03-25 | Form 4 | RA | 4,885 (direct ownership reported) | (links to EDGAR Form 4) |
| Coverage (recent) | Summary | RA | No insider transactions by Kuczmarski in past 18 months per GuruFocus tracker |
Governance Assessment
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Strengths:
- Independent Chair with CPA background and audit committee financial expert designation enhances oversight of financial reporting and controls .
- Consistent committee engagement (Audit; Nominating & Compensation; QLCC) and cross‑fund governance experience provide continuity and process familiarity .
- Attendance thresholds met in prior year disclosed; Board encourages annual meeting attendance and director education, with expenses reimbursed .
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Compensation structure:
- All‑cash retainers and chair fees; no equity or performance‑linked pay for Independent Directors aligns with regulated fund governance norms but limits explicit pay‑for‑performance alignment. Year‑over‑year increases in retainers/chair fees (e.g., Independent Chair fee rising from $30,000 to $55,000 by 2024–2025) should be monitored versus fund performance and shareholder outcomes .
-
Interlocks and potential conflicts:
- Multiple concurrent directorships within the Adviser’s fund complex could create perceived interlocks; however, the Board affirmatively determined independence under NYSE standards, and no related‑party transactions or family relationships are disclosed .
-
Oversight processes:
- QLCC in place; noted that it did not meet in FY2021—appropriate if no reportable matters occurred, but investors should expect updates if legal compliance risks arise .
-
RED FLAGS (to monitor):
- Mandatory retirement timing: scheduled retirement in 2027 may introduce leadership transition risk at the Board Chair role; succession planning for independent leadership is a monitoring point .
- Adviser complex interlocks: while common in fund families, they can concentrate information flow; investors should monitor committee independence and the use of independent external advisors for director compensation benchmarking .