Alexandra A. Herger
About Alexandra A. Herger
Independent director at Tortoise Energy Infrastructure Corporation (TYG) since January 1, 2015; born 1957; retired energy exploration executive with senior roles at Marathon Oil (Interim VP Exploration in 2014; Director of International Exploration & New Ventures 2008–2014) and Shell Exploration & Production Co. (2002–2008). Active in industry bodies (Society of Exploration Geophysicists, American Association of Petroleum Geologists, Houston Geological Society, Southeast Asia Petroleum Exploration Society) and board/nomination capacities at Panoro Energy ASA (Oslo), Tethys Oil (Stockholm), and the PGS (Oslo) nomination committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Oil | Interim VP of Exploration | 2014 | Senior exploration leadership |
| Marathon Oil | Director, International Exploration & New Ventures | 2008–2014 | Growth/new ventures oversight |
| Shell Exploration & Production Co. | Various positions | 2002–2008 | Technical and operational roles |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Panoro Energy ASA (Oslo) | Director | Current | International E&P; listed in Oslo |
| Tethys Oil (Stockholm) | Director | Current | Upstream oil & gas; Stockholm listing |
| PGS (Oslo) | Nomination Committee Member | Current | Seismic services nomination oversight |
Board Governance
- Independence: Classified by TYG as an Independent Director; non-interested under the 1940 Act .
- Committee assignments: Member of Audit & Valuation, Nominating & Governance, and Compliance Committees (independent-only membership) . Audit & Valuation Committee currently comprises Rand C. Berney (Chair until July 15, 2025), Conrad S. Ciccotello, and Alexandra A. Herger . Following Berney’s resignation on July 15, 2025, Carrie R. Schoffman replaced him and became Audit & Valuation Committee Chair .
- Board leadership: Chairman is Tom Florence (interested); Lead Independent Director is Conrad S. Ciccotello, who chairs executive sessions and serves as liaison to management .
- Attendance and engagement: In FY2024, TYG held 8 Board meetings; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting in person . In FY2023, all directors attended ≥75% of meetings; annual meeting attendance was virtual .
- Board classification and shareholder engagement: Stockholders approved a precatory declassification proposal in 2024; the Board decided not to declassify in 2025 after engagement and consideration, citing benefits of stability and independence for closed-end funds .
| Meetings (FY) | TYG 2024 | TEAF 2024 |
|---|---|---|
| Board of Directors | 8 | 7 |
| Executive Committee | 0 | 0 |
| Audit & Valuation Committee | 5 | 5 |
| Nominating & Governance Committee | 2 | 2 |
| Compliance Committee | 2 | 2 |
Fixed Compensation
- Directors receive cash retainers and meeting fees; independent directors only (interested directors and officers are not compensated by the Companies) .
- No standing compensation committee (NYSE does not require one for registered closed-end funds) .
| Metric | FY2023 | FY2024 |
|---|---|---|
| Aggregate Compensation from TYG (Herger) | $21,000 | $23,600 |
| Aggregate Compensation from TEAF (Herger) | $21,000 | $20,200 |
| Total Compensation from Fund Complex Paid to Herger | $116,000 | $119,600 |
Performance Compensation
- No equity awards, options, RSUs/PSUs, or performance-based director compensation disclosed; director pay is cash-based retainers/fees .
- No director compensation committee; the Companies have no employees .
Compensation Structure Changes (Management confidence signals)
Significant increase in TYG director cash retainer in 2025; meeting fees raised for telephonic and committee meetings.
| Element | FY2024 | FY2025 |
|---|---|---|
| Annual Board Retainer (TYG) | $15,000 | $60,000 |
| Annual Board Retainer (TEAF) | $15,000 | $20,000 |
| Lead Independent Director Retainer (TYG) | $2,000 | $7,500 |
| Lead Independent Director Retainer (TEAF) | $2,000 | $2,500 |
| Audit & Valuation Committee Chair Retainer (TYG) | $2,000 | $7,500 |
| Audit & Valuation Committee Chair Retainer (TEAF) | $2,000 | $2,500 |
| Other Committee Chair Retainer (TYG) | $1,000 | $7,500 |
| Other Committee Chair Retainer (TEAF) | $1,000 | $2,500 |
| Board Meeting Fee (In-person) | $1,000 | $1,000 |
| Board Meeting Fee (Telephonic) | $200 | $500 |
| Committee Meeting Fee (In-person/Telephonic) | $200 | $500 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Panoro Energy ASA (Oslo) | Director | Not disclosed | None disclosed with TYG adviser/service providers |
| Tethys Oil (Stockholm) | Director | Not disclosed | None disclosed with TYG adviser/service providers |
| PGS (Oslo) | Nomination Committee Member | Nomination | None disclosed with TYG adviser/service providers |
Expertise & Qualifications
- Energy exploration leadership (Marathon Oil) and upstream operating experience (Shell); executive leadership and business experience cited by TYG’s Board as selection criteria .
- Committee participation across audit, governance, and compliance in closed-end fund context .
- Not designated as an “audit committee financial expert” (Ciccotello and Berney are designated) .
Equity Ownership
| Holder | Security | Shares Owned (5/31/2025) | % of Outstanding | Dollar Range |
|---|---|---|---|---|
| Alexandra A. Herger | TYG Common | 542.00 | <1% | $10,001–$50,000 |
| Alexandra A. Herger | TEAF Common | 250.00 | <1% | $1–$10,000 |
| Shares Outstanding | TYG Common | 17,235,671 | — | — |
| Shares Outstanding | TEAF Common | 13,491,127 | — | — |
- No TYG preferred shares held by independent directors, interested directors, or officers; not applicable to Herger .
- No pledging, options, or derivatives disclosed for Herger in proxy ownership tables .
Governance Assessment
- Strengths: Independent status; multi-committee membership indicates broad governance engagement; attendance ≥75% and annual meeting participation; energy industry expertise supports TYG’s investment focus; Lead Independent Director structure and independent counsel support board independence .
- Watch items:
- Litigation exposure: Herger named among defendant directors in derivative litigation regarding leverage, oversight, and bylaw amendments; case dismissed in Feb 2024; “Demand Refused” suit stayed pending appeal, indicating ongoing legal overhang for the fund complex (director oversight scrutiny) .
- Activism: 2024 shareholder vote favored declassification; Board maintained classified structure in 2025 after engagement—investors may view sustained classification as entrenchment risk in closed-end fund context .
- Pay optics: 2025 retainer increases (especially TYG’s board retainer to $60k) and higher meeting fees may draw scrutiny relative to fund performance/discount dynamics; ensure pay-for-governance value is communicated versus prior levels .
- No related-party transactions or adviser-linked relationships disclosed for Herger (other than standard board service); immediate family not affiliated with the Adviser .
Notes on Shareholder Feedback and Auditor Oversight
- Shareholder proposals in 2024 included declassification (Saba), which the Board recommended against; 2025 Board reiterated rationale for classified boards in closed-end funds with activism considerations .
- Auditor transition: Board approved switching auditors from Ernst & Young LLP to Tait, Weller & Baker LLP for FY2025; prior EY reports unqualified; a 2022 material weakness related to tax accounting was remediated by Nov 30, 2023—Audit Committee oversight includes Herger as a member .
Recent Board Changes Affecting Committee Dynamics
- Rand C. Berney resigned effective July 15, 2025; Carrie R. Schoffman appointed director and Audit & Valuation Committee Chair (independent CPA with prior SEC/PwC/accounting roles), potentially strengthening audit expertise mix; Herger remains an Audit Committee member .