Tom Florence
About Tom Florence
Tom Florence (born 1962) is Chairman of the Board and an interested (non‑independent) director of Tortoise Energy Infrastructure Corp. (TYG) since January 2025; he is also CEO of Tortoise Capital Advisors, L.L.C., TYG’s investment adviser (since 2024), which makes him an “interested person” under the Investment Company Act of 1940 . He previously served as Managing Director at Hamilton Lane (2021–2022) and was Founder/CEO of 361 Capital (2009–2021), after earlier leadership roles at Black Creek Capital, Morningstar, Pilgrim Baxter, Fidelity Investments, and Merrill Lynch . As Chair, the Board cites his familiarity with day‑to‑day operations to facilitate agendas and meeting flow; Conrad Ciccotello serves as Lead Independent Director to balance governance and lead executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hamilton Lane | Managing Director | 2021–2022 | Senior leadership in alternatives; asset management expertise |
| 361 Capital | Chairman, CEO, Founder | 2009–2021 | Built and led investment firm; deep distribution/manager selection experience |
| Black Creek Capital | Managing Partner | 2003–2008 | Private markets/real assets exposure |
| Morningstar, Inc. | Managing Director | 2000–2003 | Investment research and product leadership |
| Pilgrim Baxter & Associates | Managing Director | 1996–2000 | Asset management leadership |
| Fidelity Investments | Vice President | 1991–1996 | Buy‑side distribution/operations |
| Merrill Lynch | Vice President | 1985–1991 | Sell‑side/wealth platform experience |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Tortoise Capital Advisors, L.L.C. | Chief Executive Officer | 2024–present | Adviser to TYG; creates affiliated director status (“interested person”) |
| Tortoise Capital Series Trust | Director; Chairman since Nov 2024 | 2024–present | Other public company directorship (registered fund complex) |
| Tortoise Essential Energy Fund (TPZ) | Director | As of May 31, 2025 | Board member across Tortoise‑advised funds (Fund Complex) |
| Tortoise North American Pipeline Fund (TPYP) | Director | As of May 31, 2025 | Cross‑fund interlock in same adviser complex |
| Tortoise Energy Infrastructure Total Return Fund (TORIX) | Director | As of May 31, 2025 | Cross‑fund interlock in same adviser complex |
Board Governance
- Board leadership structure: Florence (Chair; interested), Ciccotello (Lead Independent Director). Independent directors meet regularly in executive session and are advised by independent counsel .
- Committees: Four standing committees—Executive; Audit & Valuation; Nominating & Governance; Compliance .
- Executive Committee: Florence and Ciccotello (Florence is an “interested person”) .
- Audit & Valuation Committee: Independents only; Rand Berney (Chair); Ciccotello and Herger. Ciccotello and Berney designated “audit committee financial experts” .
- Nominating & Governance, Compliance: Independents only .
- Independence: Florence is not independent (interested director by virtue of CEO role at the Adviser) .
- Attendance/engagement: FY2024 TYG held 8 board meetings; all directors during the fiscal year attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting in person .
- Board class/tenure: Classified board maintained despite a 2024 stockholder declassification proposal; in 2025 the Board expanded to five directors and nominated Florence (preferred stockholders), Iseman and Herger, with staggered terms .
- Activism context: Saba’s 2024 declassification proposal passed precatorily; Board decided not to declassify in 2025 after shareholder engagement, citing stability/continuity for closed‑end funds .
Fixed Compensation (Director)
| Component | Amount/Status | Notes |
|---|---|---|
| Cash retainer and meeting fees (Florence) | $0 | TYG does not compensate interested directors; no director or officer compensation for interested persons . |
| Equity awards (Florence) | $0 | No stock/option awards disclosed for directors; interested directors receive no company compensation . |
Independent director fee schedule (context): In FY2025, independents receive per‑fund annual retainers ($60,000 at TYG; $20,000 at TEAF), plus meeting fees ($1,000 in‑person board; $500 telephonic board; $500 per committee meeting) and extra retainers for Lead Independent, Audit Chair, and other committee chairs ($7,500 each at TYG; $2,500 at TEAF) .
Performance Compensation
- None. TYG/TEAF do not provide performance‑based compensation, options, PSUs/RSUs, metrics, or bonuses to directors; interested directors receive no compensation from the Companies .
Other Directorships & Interlocks
| Company | Type | Role/Committee | Potential Interlock Consideration |
|---|---|---|---|
| Tortoise Capital Series Trust | Registered fund | Director/Chair | Adviser affiliate; cross‑fund oversight within same complex . |
| TPZ, TPYP, TORIX | Funds in Tortoise complex | Director | Same adviser; cross‑board influence and information flow across adviser‑affiliated funds . |
Expertise & Qualifications
- The Board cites Florence’s experience and familiarity with TYG’s day‑to‑day operations and management personnel as the rationale for his Chair role, aiding agenda development and meeting conduct .
- Broader board skills mix notes Florence’s operational leadership; other directors contribute finance, accounting, and energy sector expertise (e.g., audit financial experts on Audit & Valuation Committee) .
Equity Ownership
| Holder | TYG Shares Owned | % Outstanding | TEAF Shares Owned | Notes |
|---|---|---|---|---|
| Thomas Florence | 0 | <1% | 0 | “None” dollar range; no common or preferred holdings reported as of May 31, 2025 . |
| Shares outstanding (denominator) | 17,235,671 (TYG common) | — | 13,491,127 (TEAF common) | Outstanding counts as of May 31, 2025 . |
- None of the directors/officers (including Florence) held TYG preferred shares as of May 31, 2025 .
Governance Assessment
Key findings and implications for investor confidence:
- Independence and potential conflicts: Florence is an interested director and CEO of the Adviser while serving as Board Chair—this is a structural conflict inherent to the closed‑end fund model (board oversees the adviser). Mitigations include a Lead Independent Director and independent‑only committees for audit, nominating, and compliance .
- Ownership alignment: Florence reported no TYG or TEAF share ownership as of May 31, 2025, which may be viewed as weak “skin‑in‑the‑game” alignment for the Chair, especially amid activism; independent directors hold varying amounts .
- Board structure and activism: Despite a 2024 precatory vote to declassify, the Board maintained a classified structure in 2025, citing CEF‑specific stability and continuity benefits; this can be perceived as entrenchment risk by some investors versus stability by others .
- Committee effectiveness and oversight: Audit & Valuation Committee is fully independent and chaired by an audit financial expert, meeting 5 times in FY2024; full Board met 8 times with at least 75% attendance, supporting baseline oversight rigor .
- Legal environment: Ongoing derivative‑style litigation/appeals relate to prior directors/adviser actions; Florence is not named among defendant directors in the referenced matters. The Board formed a Demand Review Committee with independent counsel; a later suit alleging wrongful refusal is currently stayed pending appeal in a related case—elevated governance scrutiny persists .
- Auditor transition: EY (prior auditor) was replaced with Tait, Weller & Baker LLP in April 2025; no disagreements reported; a prior 2022 material weakness (tax accounting tied to RIC conversion) was remediated by 2023—neutral to modestly positive signal on remediation and continuity under new auditor .
RED FLAGS
- Chair is CEO of the Adviser (structural conflict); not independent .
- Zero reported personal share ownership at TYG/TEAF (alignment concern) .
- Board declined to implement stockholder‑supported declassification in 2025 amid ongoing activism, which can be seen as entrenchment risk for some investors .
Positive Offsets
- Independent‑only audit, nominating, and compliance committees; Lead Independent Director structure and routine executive sessions of independents .
- Strong meeting cadence/attendance in FY2024; presence of audit committee financial experts .
- Prior tax control weakness remediated; orderly auditor change with no reportable disagreements .
Notes and Sources:
- Director biography, roles, independence, committee structure, meeting counts, attendance, ownership tables, nominations, board classification decision, and auditor matters are from TYG/TEAF 2025 DEF 14A (July 10, 2025) .
- Historical board practices and governance context (FY2023/2024) from TYG 2024 DEF 14A (July 8, 2024) .
- Litigation context from 2025 DEF 14A Additional Information Concerning Certain Litigation .