Ipo Underwriting Fee Income Statemetn

Ipo underwriting fee income statemetn

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

 

 Preliminary Proxy Statement
 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 Definitive Proxy Statement
 Definitive Additional Materials
 Soliciting Material under Rule 14a-12

InfraREIT, Inc.

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(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 No fee required.
 Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 1) 

Title of each class of securities to which transaction applies:

 

     

 2) 

Aggregate number of securities to which transaction applies:

 

     

 3) 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

 4) 

Proposed maximum aggregate value of transaction:

 

     

 5) 

Total fee paid:

 

     

 Fee paid previously with preliminary materials.
 Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.

Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 1) 

Amount Previously Paid:

 

     

 2) 

Form, Schedule or Registration Statement No.:

 

     

 3) 

Filing Party:

 

     

 4) 

Date Filed:

 

     

 

 

 


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March 24, 2017

To our Stockholders:

We are pleased to invite you to attend the 2017 Annual Meeting of Stockholders of InfraREIT, Inc.

to be held on Wednesday, May 17, 2017 at 11:00 a.m. Central Time, at the Fairmont Hotel, 1717 North Akard Street, Dallas, Texas 75201.

Details regarding the business to be conducted, information you should consider in casting your vote and how you may vote are more fully described in the accompanying Notice of 2017 Annual Meeting of Stockholders and Proxy Statement.

As we did last year, we are once again furnishing proxy materials to our stockholders primarily over the Internet in accordance with rules approved by the Securities and Exchange Commission.

As a result, we are mailing to many of our stockholders a notice instead of a paper copy of our Proxy Statement and our 2016 Annual Report. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how each of those stockholders can receive a paper copy of our proxy materials, including our Proxy Statement, our 2016 Annual Report and a proxy card or voting instruction form.

Stockholders who do not receive a notice will receive a paper copy of the proxy materials by mail.

Your vote is important.

Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible.

Thank you for your ongoing support of InfraREIT, Inc.

Sincerely,

 

 

David A. Campbell,

President and Chief Executive Officer


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INFRAREIT, INC.

What is UNDERWRITING? What does UNDERWRITING mean? UNDERWRITING meaning, definition & explanation

1807 Ross Avenue, 4th Floor

Dallas, Texas 75201

 

 

NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 17, 2017

 

TO OUR STOCKHOLDERS:

Notice is hereby given that the 2017 Annual Meeting of Stockholders of InfraREIT, Inc., a Maryland corporation, will be held at the Fairmont Hotel, 1717 North Akard Street, Dallas, Texas 75201 at 11:00 a.m.

Central Time on May 17, 2017. At the Annual Meeting, stockholders will be asked to consider and vote upon the following matters:

1. The election of three Class II directors to serve for a three year term and until their respective successors are duly elected and qualify;

2.

The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; and

3.

Ipo underwriting fee income statemetn

The transaction of such other business as may properly come before the meeting and any postponement(s) or adjournment(s) thereof.

The Board of Directors has fixed the close of business on March 13, 2017 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting and at any postponement(s) or adjournment(s) thereof.

DATED this 24th day of March, 2017.

BY ORDER OF THE BOARD OF
DIRECTORS

 

 

Greg Imhoff,

Corporate Secretary

IMPORTANT

If you vote your proxy by telephone or by Internet, you do NOT need to mail back your proxy card. Any stockholder granting a proxy may revoke the same at any time prior to its exercise by executing a subsequent proxy or by written notice to our corporate secretary or by attending the meeting and by withdrawing the proxy.

You may vote in person at the Annual Meeting of Stockholders even if you send in your proxy card, vote by telephone or vote by Internet. The ballot you submit at the meeting will supersede any prior vote.


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PROXY STATEMENT SUMMARY

Below are highlights of certain information in this Proxy Statement.

As it is only a summary, please refer to the complete Proxy Statement and our 2016 Annual Report before you vote.

2017 ANNUAL MEETING OF STOCKHOLDERS

 

Date and Time:

Wednesday, May 17, 2017, at 11:00 a.m. Central Time

  

Record Date:

March 13, 2017

 

Place:

Fairmont Hotel

1717 North Akard Street

Dallas, Texas 75201

  

Information:

This Proxy Statement, the proxy card and our 2016 Annual Report are available at

www.InfraREITInc.com

VOTING MATTERS AND BOARD RECOMMENDATIONS

 

 

 

  

 

 

  

 

 

  Election of 3 Class II Director Nominees (Proposal 1)

 

  

FOR all Director Nominees

 

   5     

 

  Ratification of the selection of Ernst & Young LLP as Independent
  Registered Public Accounting Firm for 2017 (Proposal 2)

 

  FOR  6     

CLASS II DIRECTOR NOMINEES

 

 

 

 

 

 

 

 

 

 

 

 

     Hunter L. Hunt

 No      2013 

Hunt Consolidated, Inc.

 

Chairman, Sharyland Utilities, L.P.

 

 –     

     Harvey Rosenblum

 Yes      2015 

Professor of Financial Economics in the

Cox School of Business,

Southern Methodist University

 

 Audit     

Conflicts     

     Ellen C. Wolf

 Yes      2014 

Retired

 

Former SVP & CFO,

American Water Works Company

 

 Audit     

Conflicts     

 



 

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GENERAL INFORMATION

The Company

As used in this Proxy Statement, unless the context requires otherwise or except as otherwise noted, the words “Company,” “InfraREIT,” “we,” “our” and “us” refer to InfraREIT, Inc.

General & Administrative

and its subsidiaries, including InfraREIT Partners, LP (the “Operating Partnership”), and also include InfraREIT, L.L.C., which was merged with and into InfraREIT, Inc.

on February 4, 2015 (the “Merger”). We are externally managed by Hunt Utility Services, LLC (“Hunt Manager”).

Our executive offices are located at 1807 Ross Avenue, 4th Floor, Dallas, Texas 75201, and our telephone number is (214) Our mailing address is c/o InfraREIT, Inc., 1900 North Akard Street, Dallas, Texas 75201.

Proxy Solicitation

The accompanying proxy is solicited on behalf of the Board of Directors of InfraREIT, Inc. for use at our 2017 Annual Meeting of Stockholders to be held on Wednesday, May 17, 2017 at 11:00 a.m.

Central Time at the Fairmont Hotel, 1717 North Akard Street, Dallas, Texas 75201, and at any postponement(s) or adjournment(s) thereof.

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In addition to solicitation by mail, our directors and officers and employees of Hunt Manager may also solicit proxies from stockholders by telephone, facsimile, electronic mail or in person.

We may also request brokerage houses, nominees, custodians and fiduciaries to forward the soliciting material to the beneficial owners of stock held of record and will reimburse such persons for forwarding such material. We will bear the cost of this solicitation of proxies. Such costs are expected to be nominal. Proxy solicitation will commence with the mailing of this Proxy Statement on or about March 24, 2017.

Any stockholder giving a proxy has the power to revoke the same at any time prior to its exercise by executing a subsequent proxy, by written notice to our corporate secretary or by attending the meeting and voting in person or withdrawing the proxy.

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Attendance at the meeting, by itself, is not sufficient to revoke a prior proxy.

Purpose of Meeting

As stated in the Notice of 2017 Annual Meeting of Stockholders accompanying this Proxy Statement, the business to be conducted and the matters to be considered and acted upon at the Annual Meeting are as follows:

 

 1.The election of three Class II directors to serve for a three year term and until their respective successors are duly elected and qualify;

 

 2.The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; and

 

 3.The transaction of such other business as may properly come before the meeting and any postponement(s) or adjournment(s) thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 17, 2017

This Proxy Statement and our 2016 Annual Report are available at www.InfraREITInc.com.

Note About Forward-Looking Statements

Certain statements in this Proxy Statement, other than purely historical information, are “forward-looking statements” within the meaning of applicable securities law. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from our expectations. Please see “Forward-Looking Statements” in the 2016 Annual Report for more information.

 

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VOTING RIGHTS

Right to Vote and Record Date

Our voting securities consist solely of shares of our common stock, par value $0.01 per share (“Common Stock”).

The record date for stockholders entitled to notice of and to vote at the meeting was the close of business on March 13, 2017, at which time there were 43,775,383 shares of Common Stock entitled to vote at the meeting.

Stockholders are entitled to one vote, in person or by proxy, for each share of Common Stock held in their name on the record date.

Amortization of Financing Costs

Quorum

Stockholders holding a majority of the shares of Common Stock outstanding and entitled to vote must be present or represented by proxy to constitute a quorum.

Voting at the Annual Meeting

If your shares of Common Stock are registered directly with Wells Fargo Shareowner Services, you are a “record holder” and may vote in person at the meeting.

If a bank, broker or other nominee holds your shares for your benefit but not in your own name, your shares are in “street name.” If your shares are held in street name and you wish to vote in person at the meeting, you must contact your bank, broker or other nominee and request a document called a “legal proxy.” You must bring this legal proxy to the meeting in order to vote in person.

Voting by Proxy

Whether or not you are able to attend the meeting, we urge you to vote by proxy.

If you are a record holder, you may vote by proxy by mailing back your proxy card, or you may vote by telephone or by Internet by following the instructions set forth in the proxy card.

Ipo underwriting fee income statemetn

If your shares are held in street name, your bank, broker or other nominee will send you a voting instruction form to use in voting your shares. The availability of telephone and Internet voting depends on the voting procedures of your bank, broker or other nominee.

Please follow the instructions on the voting instruction form they send you.

Vote Required

All proposals other than the election of directors will require the affirmative vote of a majority of the votes cast at the meeting. Directors are elected by a plurality of all the votes cast. This means that the director nominees with the most votes are elected, regardless of whether any nominee receives a majority of votes cast.

With regard to the election of directors, votes may be cast in favor of or withheld from each nominee.

Votes that are withheld will be excluded entirely from the vote and will have no effect.

Series 63: Practice Questions

Broker and other limited proxies will have no effect on the outcome of the election of directors. Cumulative voting for election of directors is not authorized.

With regard to the proposal to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017, an abstention will have no effect because it will not be a vote cast on the proposal.

Broker if any, will have no effect on the outcome of the vote with respect to such proposal.

 

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Abstentions and Broker

Abstentions and broker will be counted for the purpose of determining whether a quorum is present.

Abstentions are also considered to be present at the meeting and entitled to vote on any matter from which the stockholder abstains. Generally, a bank, broker or other nominee may vote the shares that it holds for you only in accordance with your instructions. However, if your bank, broker or other nominee has not received your instructions, your bank, broker or other nominee has the discretion to vote only on certain matters that are routine, such as Proposal 2.

A “broker occurs if your bank, broker or other nominee cannot vote on a particular matter because your bank, broker or other nominee has not received instructions from you and because the proposal is not routine.

Shelf Registration

If the proxy is properly executed and returned prior to the Annual Meeting, the shares represented thereby will be voted as specified therein. IF A STOCKHOLDER DOES NOT SPECIFY OTHERWISE ON THE RETURNED PROXY, THE SHARES REPRESENTED BY THE STOCKHOLDER’S PROXY WILL BE VOTED: FOR THE ELECTION OF THE NOMINEES LISTED BELOW UNDER “PROPOSAL 1: ELECTION OF DIRECTORS”; FOR THE APPOINTMENT OF ERNST & YOUNG LLP AS SET FORTH UNDER “PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM”; AND IN THE DISCRETION OF THE PROXY HOLDERS ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF.

 

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PROPOSALS

Proposal 1:    ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes, each serving three year terms. This year’s nominees for reelection to the Board of Directors as Class II directors for a three year term expiring at the Annual Meeting of Stockholders in 2020, each of whom will hold office until his or her successor is duly elected and qualifies, are (ages are as of the date of the Annual Meeting):

Hunter L.

Hunt

Mr. Hunt, age 48, has served as a director of InfraREIT since September 2013. Mr. Hunt is the Executive Officer and of Hunt Consolidated, Inc. (“HCI” and, together with its subsidiaries, “Hunt”), the parent company of Hunt Oil, Hunt Power and other Hunt affiliates. Mr. Hunt has also been the Chairman of Sharyland Utilities, L.P. (“Sharyland”), the Company’s sole tenant, since 1999 and has held various positions within the Hunt organization since 1998.

The Hunt family of companies is one of the largest privately owned energy companies in the world, engaging in exploration and production as well as liquefied natural gas activities. Hunt is also engaged in refining and development of energy technologies and renewable energy projects. Prior to joining Hunt, Mr. Hunt began his career with the investment bank Morgan Stanley, both in corporate finance and commodity trading.

Mr. Hunt brings his extensive expertise in the energy industry as well as with respect to executive management and operations to the Board of Directors.

Mr. Hunt graduated from Southern Methodist University summa cum laude, earning Bachelor of Science degrees with honors in both Economics and Political Science.

Harvey Rosenblum

Dr. Rosenblum, age 74, has served as a director of InfraREIT since January 2015. Dr. Rosenblum is professor of financial economics in the Cox School of Business at Southern Methodist University where he has taught since 1986. In addition, Dr. Rosenblum was Executive Vice President and Director of Research at the Federal Reserve Bank of Dallas between 2005 and 2013 when he retired.

Dr. Rosenblum began his professional career in 1970 as an economist with the Federal Reserve Bank of Chicago, ultimately serving as Vice President and Associate Director of Research. Dr. Rosenblum serves on the Board of Directors of the Dallas Committee on Foreign Relations. Dr. Rosenblum frequently speaks on a broad range of economic topics.

He previously served on several other Boards of Directors, including the National Bureau of Economic Research, Western Economics Association International, and the International Banking, Economics and Finance Association. Dr. Rosenblum is a past President of the National Association for Business Economics.

Dr. Rosenblum was selected to serve as a director particularly because of his leadership, economic and financial expertise.

Dr. Rosenblum earned a Bachelor of Arts in Economics from the University of Connecticut and a Ph.D. in Economics from the University of California, Santa Barbara.

Ellen C. Wolf

Ms. Wolf, age 63, served as a director of InfraREIT, L.L.C. from February 2014 until the Merger and joined the InfraREIT, Inc.

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Board of Directors in January 2015 in connection with our initial public offering (“IPO”). Ms. Wolf served as Senior Vice President and Chief Financial Officer of American Water Works Company, Inc., the largest investor-owned U.S. water and wastewater company, from 2006 until her retirement in May 2013. Previously, Ms. Wolf served as Senior Vice President and Chief Financial Officer of USEC, Inc. from 2003 until 2006 and as Vice President and Chief Financial Officer of American Water

 

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Works from 1999 to 2003.

Ms. Wolf has served as a director of Premier, Inc., a NASDAQ listed company, since 2013, and since 2015 she has served as director of Connecticut Water Services, Inc., a NASDAQ listed company. From 2008 to 2016 Ms. Wolf also served as a director of Airgas, Inc., which was a New York Stock Exchange (“NYSE”) listed company. Ms. Wolf was selected to serve as a director particularly because of her qualifications as a financial expert and her extensive background in corporate accounting, finance and business development as well as her public company board experience.

Ms. Wolf earned a Bachelor of Arts degree from Duke University and a Master of Business Administration from the University of Pennsylvania.

Ipo underwriting fee income statemetn

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE.

Proposal 2:    RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board of Directors has selected Ernst & Young LLP (“EY”) for appointment as our independent registered public accounting firm for the fiscal year ending December 31, 2017, subject to ratification by our stockholders.

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EY has served as our independent registered public accounting firm since 2015, and previously EY had served as the principal accountant for InfraREIT, L.L.C. for the years ended December 31, 2010 through December 31, 2014. Representatives of EY are expected to be present at the 2017 Annual Meeting of Stockholders to respond to appropriate questions and will have an opportunity to make a statement if they desire to do so.

We are asking our stockholders to ratify the appointment of EY as our independent registered public accounting firm as a matter of good corporate governance even though ratification is not required by our charter or bylaws. If our stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain EY as our independent registered public accounting firm for the fiscal year ending December 31, 2017.

However, because of the difficulty and expense of making any substitution of auditors after the beginning of the current fiscal year, it is contemplated that the appointment for the fiscal year ending December 31, 2017 will be permitted to stand unless the Audit Committee finds other reasons for making a change. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year ending December 31, 2017 if it is determined that such a change would be in the best interest of the Company.

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Principal Accountant Fees and Services

Fees for professional services provided by EY in its capacity as our independent registered public accounting firm in each of the last two fiscal years were as follows:

 

  Years Ended December 31, 
(In thousands) 2016  2015 

Audit fees

 

   $

 

923

 

 

 

   $

 

728

 

 

 

Audit-related fees

 

   

 

 

 

 

   

 

 

 

 

Tax fees

 

   

 

105

 

 

 

   

 

40

 

 

 

All other fees

 

   

 

 

 

 

   

 

 

 

 

 

 

 

  

 

 

 

Total

 

   $

 

          1,028

 

 

 

   $

 

          768

 

 

 

 

 

 

  

 

 

 

Audit Fees

Audit fees consisted of the aggregate fees, including expenses, billed in connection with the audits of our annual financial statements, including the integrated audit of internal control over financial reporting and quarterly financial reviews, and services that are normally provided by the independent registered public accounting firm.

Audit-Related Fees

Audit-related fees would consist of the aggregate fees, including expenses, billed in the respective year for assurance and related services and are not reported under “Audit Fees.”

Tax Fees

Tax fees consisted of the aggregate fees, including expenses, billed in the respective year for professional services rendered for income tax compliance, tax advice and tax planning.

All Other Fees

All other fees would consist of fees billed in the respective year for products and services other than services reported above.

Policy and Procedures

Our Audit Committee charter requires that our Audit Committee all audit and services to be provided by our independent registered public accounting firm, subject to, and in compliance with, the de minimis exception for services described in Section 10A(i)(l)(B) of the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”).

The Audit Committee fees for all audit and services provided by EY during the years ended December 31, 2016 and 2015.

Ipo underwriting fee income statemetn

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

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BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

Continuing Directors

In addition to the persons who are standing for reelection as Class II directors (whose biographical information is included in Proposal 1 above), the following is a biographical summary of our other directors:

Class I Directors – Term Expires 2019

David A.

Campbell, age 48, has served as our President and Chief Executive Officer since August 2014 and as a member of our Board of Directors since September 2014. Mr. Campbell also is President and Chief Executive Officer of Hunt Manager and Sharyland.

From January 2013 until joining Hunt Manager in August 2014, Mr. Campbell was President and Chief Operating Officer of Bluescape Resources, an independent resource and investment company based in Dallas, Texas. From through 2012, Mr. Campbell served as Chief Executive Officer of Luminant, a competitive power generation subsidiary of Energy Future Holdings (“EFH”) (previously TXU Corp.).

In April 2014, EFH and Luminant filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court, District of Delaware. Mr. Campbell originally joined TXU Corp. in 2004 as Executive Vice President of Corporate Planning, Strategy and Risk and became Chief Financial Officer of TXU Corp.

in early 2006. Before TXU Corp., Mr. Campbell was a Principal in the Dallas office of McKinsey & Company, where he led the Texas and Southern Region hubs of McKinsey’s corporate finance and strategy practice.

From 2010 to 2012, Mr. Campbell served as a board member for the National Nuclear Accrediting Board and the Electric Power Research Institute.

Mr. Campbell brings his extensive expertise in the utility industry as well as executive leadership and experience to the Board of Directors.

Ipo underwriting fee income statemetn

Mr. Campbell earned a Bachelor of Arts from Yale University and a Juris Doctorate from Harvard Law School. Also, he graduated with a Master’s degree from Oxford University, where he studied as a Rhodes Scholar.

Storrow M. Gordon, age 64, joined our Board of Directors in January 2015 in connection with our IPO.

Ms. Gordon retired in 2008 after her employer, Electronic Data Systems Corporation (“EDS”), was acquired by Hewlett Packard Corporation. Ms. Gordon joined EDS in 1991 and during her tenure at EDS, in which she served as Executive Vice President, General Counsel and Corporate Secretary between 2005 and 2008, she was a key leader in EDS’s from General Motors Corporation in 1996 and the establishment of its independent board and governance systems.

Before EDS, Ms. Gordon was a partner at the law firm of Johnson & Gibbs, where her practice focused on mergers and acquisitions. Ms. Gordon was selected as a Texas Monthly Super Lawyer for 2004 and 2005. Ms. Gordon was selected to serve as a director particularly because of her legal and leadership experience.

Ms. Gordon earned a Bachelor of Arts from The University of Texas at Austin and a Juris Doctorate from Southern Methodist University where she served as an editor of the law review.

Trudy A. Harper, age 55, joined our Board of Directors in January 2015 in connection with our IPO. Since 2012, Ms. Harper has served as an adjunct faculty member for the Electrical and Computer Engineering Department at Tennessee Technological University (“TTU”). Ms. Harper was the President of Tenaska Power Services Co., the power marketing affiliate of Tenaska Energy, Inc.

(“Tenaska”), between 2001 and 2012. Ms. Harper also served on the Tenaska Board of Stakeholders from 1995 to 2015. Prior to leading Tenaska Power Services, Ms. Harper was general manager of business development for Tenaska’s independent power plant development efforts. Before joining Tenaska in 1992, Ms. Harper held various transmission and generation planning and state and federal regulatory affairs positions with Texas Utilities Electric Co.

in Dallas. Ms. Harper joined the TTU Board of Trustees in January 2017. Ms. Harper was

 

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selected to serve as a director particularly because of her extensive knowledge of and experience in the power and utilities industries.

Ms. Harper earned a Bachelor of Science degree and a Master of Science degree, both in Electrical Engineering from TTU, and a Master of Business Administration from Southern Methodist University.

Class III Directors – Term Expires 2018

W.

Kirk Baker, age 58, has served as our Chairman since our formation in November 2010. Mr. Baker is the Chief Executive Officer and Principal of Captra Capital LLC, an infrastructure investment firm. Mr. Baker served as our Chief Executive Officer and as President and Chief Executive Officer of Hunt Manager from November 2010 until August 2014.

Ipo underwriting fee income statemetn

Mr. Baker also served as a member of the HCI Board of Directors from April 2006 until August 2013. Mr. Baker was Senior Vice President and General Counsel of Hunt from February 2007 until January 2011 and was Vice President and Tax Counsel from 1998 until 2007.

During his time at Hunt, Mr. Baker held various positions, including serving as Manager of Hunt Transmission Services, L.L.C. (“Hunt Developer”) and Senior Vice President of Sharyland, and was involved in structuring many transactions for the subsidiaries and affiliates of Hunt in the oil and gas, real estate, power and private equity markets.

Mr. Baker was part of the team that originated the idea to own regulated infrastructure assets through a real estate investment trust (“REIT”) structure and led the effort for Hunt to obtain the private letter ruling confirming that electricity delivery systems constitute real property for purposes of the REIT rules of the Internal Revenue Service.

Mr. Baker also led the effort to raise capital commitments resulting in our formation. Prior to joining Hunt, Mr. Baker was with the law firms of Oppenheimer, Blend, Harrison & Tate in San Antonio, Texas and O’Melveny & Myers in New York, New York.

As the Chairman of our Board of Directors, Mr. Baker brings his unique knowledge of our business and operations to the Board of Directors.

Mr. Baker earned a Bachelor of Science degree in Accounting from Baylor University and a Juris Doctorate with high honors from The University of Texas School of Law.

John Gates, age 52, joined our Board of Directors in January 2015 in connection with our IPO. Mr. Gates has been the Chief Executive Officer of Markets for Jones Lang LaSalle Americas, a financial and professional services firm that specializes in commercial real estate services and investment management, since January 2014. He oversees the Brokerage, Capital Markets, Project and Development Services, Property Management and Retail businesses and serves on the Americas Executive Committee setting overall strategy for the firm.

Audit Assertions

Between January 2010 and January 2014, Mr. Gates was President of Real Estate Service, Americas at Jones Lang LaSalle. Mr. Gates began his career at The Staubach Company in 1990, where he held several leadership positions, including serving as President and Chief Operating Officer and later as President of Americas Brokerage and Director of Markets West until The Staubach Company merged with Jones Lang LaSalle in 2008.

Mr. Gates was selected to serve as a director particularly due to his business expertise and investment experience.

Mr. Gates earned a Bachelor of Science degree in Economics/Finance from Trinity University and a Master of Business Administration in Finance from The University of Texas at Austin.

Harold R. Logan, Jr., age 72, has served as our Lead Director since our IPO. Mr. Logan served as a director of InfraREIT, L.L.C. from February 2014 until the Merger and joined the InfraREIT, Inc.

Board of Directors in January 2015 in connection with our IPO. Mr. Logan has served as a member of the Board of Supervisors of Suburban Propane Partners, L.P., a NYSE listed company, since 1996 and as its Chairman since 2007. Mr. Logan has been a director of Graphic Packaging Corporation, a NYSE listed company, or its predecessor since 2001, where he currently serves as a member of the Audit Committee. Mr. Logan is also the Lead Director of Cimarex Energy Co., a NYSE listed company.

Mr. Logan was a

 

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of TransMontaigne Inc.

in 1995 and served as Chief Financial Officer, Executive Vice President and Treasurer and as a director. In 2002, Mr. Logan retired from his position as an officer of TransMontaigne Inc. but remained a director until the company was sold to Morgan Stanley in 2006. From 1987 to 1995, he was Senior Vice President/Finance, Chief Financial Officer and a director of Associated Natural Gas Corporation.

What are Audit Assertions?

Prior to that, Mr. Logan was an investment banker with Dillon Read & Co. Inc. and Rothschild, Inc. Mr. Logan was selected to serve as a director particularly because of his experience in the energy industry and his background in investment and corporate finance as well as his public company board experience.

Mr. Logan earned a Bachelor of Science in Economics from Oklahoma State University and a Master of Business Administration in Finance from Columbia University Graduate School of Business.

Executive Officers

All of our officers are employees of Hunt Manager provided to us pursuant to our management agreement with Hunt Manager. The following is a biographical summary of our executive officers who, together with Mr. Campbell (whose biographical information is included in “—Continuing Directors—Class I Directors” above), we refer to as our “executive officers” or “named executive officers”: