Brian S. Hook
About Brian S. Hook
Brian S. Hook is Vice President and Chief Financial Officer of Adams Diversified Equity Fund, Inc. (ADX) and its non-controlled affiliate PEO; age 55 as of December 31, 2024. He has served as CFO since March 20, 2012, Vice President since March 19, 2013, Treasurer from June 1, 2009 to April 20, 2023, and Assistant Treasurer from September 2008 to June 1, 2009; prior roles include Vice President and Senior Manager at T. Rowe Price and business assurance manager at Coopers & Lybrand L.L.P. . He serves as Principal Financial Officer, signing Sarbanes–Oxley Section 906 and Rule 30a-2 certifications for ADX’s reports .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Adams Diversified Equity Fund (ADX) | Assistant Treasurer | Sep 2008 – Jun 1, 2009 | Supported finance and controls; progressed to Treasurer |
| Adams Diversified Equity Fund (ADX) | Treasurer | Jun 1, 2009 – Apr 20, 2023 | Principal Financial Officer on SEC reports; maintained disclosure controls |
| Adams Diversified Equity Fund (ADX) | Chief Financial Officer | Mar 20, 2012 – Present | Principal Financial Officer certifications; risk oversight reporting to Board |
| Adams Diversified Equity Fund (ADX) | Vice President | Mar 19, 2013 – Present | Finance leadership; proxy signatory and meeting proxyholder |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| T. Rowe Price | Vice President and Senior Manager | Not disclosed | Institutional operations and finance leadership (background for CFO role) |
| Coopers & Lybrand L.L.P. | Business assurance manager | Not disclosed | Audit/assurance experience foundational to PFO responsibilities |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Aggregate Compensation from the Fund ($) | $444,448 | $462,083 |
| Deferred Compensation included (Employee Thrift + Executive Nonqualified Supplemental Thrift) ($) | $41,085 | $43,358 |
Notes:
- ADX discloses aggregate compensation for officers; base salary and target/actual bonus details for Mr. Hook are not broken out in proxies. Thrift plan matching and discretionary contributions are included in aggregate amounts per footnotes .
- ADX maintains employee Thrift and Executive Nonqualified Supplemental Thrift Plans, allowing deferral of salary and cash incentives up to limits with 100% company match on up to 6% of pay, and potential discretionary contributions up to 6% of prior-year pay; vesting of company contributions after 36 months .
Performance Compensation
- ADX’s 2005 Equity Incentive Compensation Plan expired in 2015; all grants vested prior to 2019. Recent proxies do not show new equity awards for executives, indicating a predominantly cash incentive model currently .
- Proxies do not disclose specific CFO performance metrics, weightings, or payout curves for cash incentives. Skip detailed metric table due to nondisclosure .
Equity Ownership & Alignment
| Metric | 2020 | 2023 | 2024 |
|---|---|---|---|
| Shares beneficially owned (units) | 29,298 | 39,100 | 43,902 |
| Shares outstanding (units) | 111,027,460 | 124,014,218 | 117,572,496 |
| Ownership (% of outstanding) | 0.0264% (computed from 29,298 and 111,027,460) | 0.0315% (computed from 39,100 and 124,014,218) | 0.0374% (computed from 43,902 and 117,572,496) |
Additional alignment and pressure indicators:
- Form 5 (FY2022) shows acquisitions via dividend reinvestment and plan contributions; end of FY2022 beneficial holdings of 36,214.499 (direct) and 76.316 (indirect by trust), with no sales reported on that statement; price range for 2022 was $14.20–$19.61 .
- ADX requires senior staff (including executive officers) to own equity in the Fund Complex with cost basis equal to a multiple of salary; exact multiple is not disclosed in the proxy. Non-employee directors must own at least $100,000 by cost basis within five years .
- No disclosure of share pledging by Mr. Hook in proxies reviewed; Section 16 compliance stated timely with minimal exceptions for 2023 .
Employment Terms
| Role | Start date | End date | Notes |
|---|---|---|---|
| Assistant Treasurer (ADX/PEO) | Sep 2008 | Jun 1, 2009 | |
| Treasurer (ADX/PEO) | Jun 1, 2009 | Apr 20, 2023 | |
| Chief Financial Officer (ADX/PEO) | Mar 20, 2012 | Present | Principal Financial Officer on SEC filings |
| Vice President (ADX/PEO) | Mar 19, 2013 | Present | Proxy signatory/holder |
- Proxies do not disclose an individual employment agreement, severance multiples, change-of-control triggers, or clawback policy specific to Mr. Hook. Skip items due to nondisclosure .
Investment Implications
- Cash-heavy pay structure with modest aggregate compensation and thrift plan support suggests near-term liquidity needs are limited; aggregate compensation rose ~4.0% year over year ($444k in 2023 to $462k in 2024), indicating stable retention economics without outsized equity overhangs .
- Ownership is trending upward (29,298 in 2020 → 39,100 in 2023 → 43,902 in 2024), but remains a small fraction of outstanding (<0.05%), implying moderate “skin in the game” and limited alignment via direct equity stakes; watch for future ownership guideline disclosures or updates to assess compliance trajectory .
- Insider selling pressure looks benign in recent filings, with Form 5 activity showing dividend reinvestments and plan contributions rather than discretionary sales for FY2022; monitor Form 4s around bonus payouts and year-end to detect drift in selling behavior .
- Governance context: 2024 proxy materials documented a contested election with Saba Capital, elevating governance and strategy risk; any board or policy changes could alter compensation frameworks or ownership requirements, affecting executive alignment signals .