Tom Florence
About Tom Florence
Tom Florence (born 1962) is Chairman of the Board and a director of TEAF since January 2025; he is deemed an “interested person” under the Investment Company Act and is not independent . He is Chief Executive Officer of TEAF’s investment adviser, Tortoise Capital Advisors, L.L.C. (since 2024), and previously held senior roles at Hamilton Lane, 361 Capital, Black Creek Capital, Morningstar, Pilgrim Baxter & Associates, Fidelity Investments, and Merrill Lynch . He also serves on the board of Tortoise Capital Series Trust (since November 2024) . As of May 31, 2025, Florence reported no beneficial ownership in TEAF (0 shares) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tortoise Capital Advisors, L.L.C. | Chief Executive Officer | Since 2024 | Adviser to TEAF; direct oversight of advisory operations |
| Hamilton Lane | Managing Director | 2021–2022 | Private markets management experience |
| 361 Capital | Chairman, CEO & Founder | 2009–2021 | Built and led asset manager |
| Black Creek Capital | Managing Partner | 2003–2008 | Alternatives/real assets focus |
| Morningstar Inc. | Managing Director | 2000–2003 | Research/data leadership |
| Pilgrim Baxter & Associates | Managing Director | 1996–2000 | Investment firm leadership |
| Fidelity Investments | Vice President | 1991–1996 | Asset management operations |
| Merrill Lynch | Vice President | 1985–1991 | Brokerage/wealth management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tortoise Capital Series Trust | Director | Since Nov 2024 | Listed as an “other public company directorship” in TEAF proxy |
| Tortoise Energy Infrastructure Corporation (TYG) | Chairman & Director | Since Jan 2025 | Board interlock across fund complex |
Board Governance
- Role and independence: Florence is Chairman of TEAF’s Board and is an “interested person”; Conrad S. Ciccotello serves as Lead Independent Director to chair executive sessions and act as liaison to management .
- Committee assignments: Executive Committee comprises Florence and Ciccotello; all other standing committees (Audit & Valuation; Nominating & Governance; Compliance) are limited to independent directors (Ciccotello, Berney, Herger) .
- Executive Committee authority: In the absence of either member, the remaining member is authorized to act alone, concentrating decision authority in a single director during emergencies/administrative matters .
- Meeting cadence (FY2024): TEAF held 7 Board meetings; Audit & Valuation (5), Nominating & Governance (2), Compliance (2); directors serving in FY2024 attended at least 75% of Board and committee meetings (Florence’s board tenure began in 2025) .
- Board classification and activism: Despite a 2024 stockholder vote favoring declassification (precatory, led by Saba Capital), the Board chose to maintain a classified structure for 2025, citing stability and continuity .
Fixed Compensation
| Component | Amount (USD) | Basis | Notes |
|---|---|---|---|
| Annual Board Retainer (Director) | $0 | Not paid to “interested persons” | TEAF does not compensate interested directors |
| Meeting Fees (Board/Committee) | $0 | Not paid to “interested persons” | Independent directors receive $1,000 in-person, $500 telephonic; not applicable to Florence |
| Committee Chair Fees | $0 | Not paid to “interested persons” | Independent chairs receive $2,500 at TEAF; not applicable to Florence |
| Equity Grants (RSUs/DSUs) | $0 | Not disclosed | No director equity program disclosed; independent directors paid cash retainers |
Performance Compensation
| Metric | Target | Outcome | Payout |
|---|---|---|---|
| Performance-based awards tied to revenue/EBITDA/TSR/ESG | N/A | N/A | N/A |
| Notes: TEAF does not compensate “interested” directors; no performance metrics or equity awards disclosed for Florence as a TEAF director . |
Other Directorships & Interlocks
| Entity | Role | Relationship to TEAF | Interlock/Conflict Note |
|---|---|---|---|
| Tortoise Capital Advisors, L.L.C. | CEO | TEAF investment adviser | Direct economic/operational linkage; potential conflict as Board Chair of TEAF and CEO of its Adviser |
| Tortoise Capital Series Trust | Director | Same adviser complex | Governance interlock within fund complex |
| TYG | Chairman & Director | Sister fund | Cross-board oversight; activism and litigation context in TYG may affect complex-wide governance perception |
Expertise & Qualifications
- Board cited Florence’s experience and familiarity with TEAF’s day-to-day operations and management personnel as rationale for his Chair appointment .
- Aggregate Board skills matrix notes his operational familiarity and management experience alongside independent directors’ finance and audit expertise (Ciccotello Ph.D.; Berney audit expertise; Herger executive leadership) .
Equity Ownership
| Security | Shares Beneficially Owned | % of Outstanding | As of Date |
|---|---|---|---|
| TEAF common shares | 0 | <1% (“*”) | May 31, 2025 |
Additional ownership context: The proxy lists Florence’s dollar range of holdings in TEAF as “None” and aggregate holdings in the fund complex as “None” .
Governance Assessment
- Independence and role conflict: Florence is not independent under the 1940 Act and serves concurrently as TEAF Board Chair and CEO of its Adviser, a structural conflict that concentrates influence over agenda setting and oversight; mitigations include a Lead Independent Director and independent committee structure .
- Executive Committee authority concentration: The ability of the remaining member to act alone elevates single-point decision risk during emergencies or administrative matters; with Florence on this committee, oversight relies heavily on Lead Independent Director judgment .
- Ownership alignment: Florence reported no TEAF share ownership as of May 31, 2025, indicating limited “skin-in-the-game” alignment for a governance leader .
- Activism and classified board: The Board’s decision to retain a classified structure following a precatory declassification vote (Saba Capital) may be viewed negatively by some investors concerned with accountability and takeover defenses; counterarguments emphasize continuity and stability for closed-end funds .
- Audit oversight changes: The Board replaced EY with Tait, Weller & Baker LLP in April 2025; prior EY opinions were unmodified, and audit committee independence and expertise (chair Berney; members Ciccotello, Herger) are affirmed—neutral to modestly positive for oversight, contingent on continuity of audit quality .
- Litigation in fund complex: Ongoing and stayed derivative litigation at TYG related to governance and leverage policies (not naming Florence) represents complex-wide governance scrutiny that could affect investor confidence across affiliated boards .
RED FLAGS
- Not independent; dual role as TEAF Chair and CEO of the Adviser .
- Executive Committee single-member action authority in emergencies/administration .
- Zero TEAF share ownership as of May 31, 2025 .
- Board decision to maintain classified structure despite 2024 shareholder precatory vote .