Conrad S. Ciccotello
About Conrad S. Ciccotello
Independent director of Tortoise Energy Infrastructure Corporation (TYG) since inception; born 1960; currently Professor and Director of the Reiman School of Finance at the University of Denver (faculty since 2017) and Senior Consultant to the finance practice at Charles River Associates (since May 2020). Previously Associate Professor and Chair of Risk Management & Insurance and Director of the Asset & Wealth Management Program at Georgia State University (1999–2017), and faculty at Penn State (1997–1999); published extensively on investment company performance and MLP structures . Lead Independent Director at TYG (chairs executive sessions and acts as liaison); independent under NYSE standards and not an “interested person” under the 1940 Act .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Denver, Reiman School of Finance | Professor and Director | Since 2017 | Faculty member since 2017 |
| Charles River Associates | Senior Consultant, finance practice | Since May 2020 | Economic, financial, and management consulting |
| Georgia State University, Robinson College of Business | Associate Professor; Chair, Risk Management & Insurance; Director, Asset & Wealth Management Program | 1999–2017 | Leadership in academic programs |
| University System of Georgia | Investment Consultant to defined contribution retirement plan | 2008–2017 | Plan investment consulting |
| Pennsylvania State University | Faculty Member | 1997–1999 | Academic role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CorEnergy Infrastructure Trust, Inc. | Director | Not disclosed | Listed as other public company directorship |
| Peachtree Alternative Strategies Fund | Director | Not disclosed | Listed as other public company directorship |
Board Governance
- Lead Independent Director of TYG; chairs executive sessions of independent directors and serves as spokesperson/liaison to management .
- Committee memberships: Audit & Valuation Committee (member; designated audit committee financial expert), Nominating & Governance Committee (member), Compliance Committee (member), Executive Committee (member) .
- Attendance and engagement:
- FY 2024 meeting counts: TYG Board 8; Audit & Valuation 5; Nominating & Governance 2; Compliance 2; Executive Committee 0 .
- All directors attended ≥75% of board and committee meetings in FY 2024; all directors attended the 2024 annual meeting in person .
- Executive sessions of independent directors (FY 2023): 15 for TYG .
Fixed Compensation
| Year | TYG ($) | TEAF ($) | Pension/Retirement Accrued | Estimated Annual Benefits Upon Retirement | Total Compensation from Fund Complex ($) |
|---|---|---|---|---|---|
| FY 2024 | 25,200 | 21,800 | 0 | 0 | 162,000 |
| FY 2023 | 22,000 | 22,000 | 0 | 0 | 156,000 |
FY 2025 fee schedule (cash-only; paid by each company):
| Item | TYG ($) | TEAF ($) |
|---|---|---|
| Annual Board Retainer | 60,000 | 20,000 |
| Lead Independent Director Retainer | 7,500 | 2,500 |
| Audit & Valuation Committee Chair Retainer | 7,500 | 2,500 |
| Other Committee Chair Retainer | 7,500 | 2,500 |
| Board meeting fee (in person) | 1,000 | 1,000 |
| Board meeting fee (telephonic) | 500 | 500 |
| Committee meeting fee (in person/telephonic) | 500 | 500 |
Compensation structure notes:
- No retirement/pension plans; no deferrals for independent directors .
- FY 2024 program (for comparison across funds): annual board retainer $15,000 per fund; lead independent retainer $2,000; audit chair $2,000; other chair $1,000; meeting fees $1,000 in-person, $200 telephonic; committee meeting $200 .
Performance Compensation
| Element | Disclosed for Directors? |
|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed; proxy lists cash retainers/meeting fees only |
| Option awards | Not disclosed |
| Performance metrics (e.g., TSR, EBITDA) tied to director pay | Not disclosed |
| Vesting schedules | Not disclosed |
| Severance provisions | Not disclosed |
| Change-of-control provisions | Not disclosed |
| Clawback provisions | Not disclosed |
| Tax gross-ups | Not disclosed |
| Deferred compensation | None deferred for persons listed |
| Pension/SERP | None; no retirement/pension plans |
| Perquisites | Not disclosed |
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| CorEnergy Infrastructure Trust, Inc. | Director | Public energy infrastructure company; no related-party transactions with TYG disclosed |
| Peachtree Alternative Strategies Fund | Director | Listed as public company directorship; no related-party transactions with TYG disclosed |
Expertise & Qualifications
- Ph.D. in Finance; recognized expertise in energy infrastructure MLPs; designated Audit Committee Financial Expert by the Board .
- Extensive academic leadership and governance experience; lead independent director responsibilities enhance board effectiveness and independent oversight .
Equity Ownership
Beneficial ownership as of May 31, 2025:
| Company | Shares Owned | % of Outstanding | Notes |
|---|---|---|---|
| TYG | 10,445.23 | <1% | 155 shares held jointly with spouse |
| TEAF | 2,065.93 | <1% | — |
Dollar range holdings:
| Company | Dollar Range (May 31, 2025) | Dollar Range (May 31, 2024) |
|---|---|---|
| TYG | Over $100,000 | Over $100,000 |
| TEAF | $10,001–$50,000 | $10,001–$50,000 |
Historical comparison:
| Date | TYG Shares | TEAF Shares |
|---|---|---|
| May 31, 2024 | 6,600.61 | 1,891.06 |
| May 31, 2025 | 10,445.23 | 2,065.93 |
Section 16 compliance: Directors complied with Section 16(a) filing requirements in the last fiscal year (no delinquencies reported for Ciccotello) .
Governance Assessment
Strengths:
- Independence and leadership: Lead Independent Director, independent under NYSE/1940 Act; chairs executive sessions; Board uses independent legal counsel for independent directors .
- Financial expertise: Audit Committee Financial Expert designation supports audit oversight quality .
- Attendance/engagement: Meets ≥75% attendance threshold; active committee participation; robust executive session cadence (15 sessions in 2023) .
- Ownership alignment: Meaningful personal investment in TYG (Over $100k) and TEAF, with increasing share counts YoY .
Concerns/RED FLAGS and investor signals:
- Ongoing litigation naming Ciccotello among “Defendant Directors” in derivative actions related to leverage and bylaw amendments: initial case dismissed (Feb 16, 2024) with appeal pending; subsequent “Demand Refused” litigation stayed pending appeal—indicates continued governance scrutiny and potential distraction/cost risk .
- Classified board posture: Despite stockholder support for declassification in 2024, the Board elected to maintain a classified structure in 2025—may be viewed negatively by some governance-focused investors regarding accountability and responsiveness .
- Compensation escalation: TYG’s annual board retainer increased materially from $15,000 (FY 2024 program) to $60,000 (FY 2025), plus higher meeting fees—warrants monitoring for pay inflation relative to fund performance and discount trends .
Related-party exposure and conflicts:
- No disclosure that Ciccotello or immediate family are directors, officers, or employees of the Adviser or affiliates outside the Fund Complex; no related-party transactions disclosed with entities connected to Ciccotello .
- Committee structure: No standing compensation committee at the fund (typical for closed-end funds without employees) .
Shareholder engagement context:
- Saba Capital activism on board declassification and fund-level actions across the complex; Board’s rationale for classified structure and stability documented; investors should consider alignment with their governance preferences .
Overall, Ciccotello’s independent leadership, audit expertise, and active engagement support board effectiveness, while litigation and the Board’s resistance to declassification represent governance overhangs that may affect investor confidence depending on risk tolerance and governance priorities .