D. Cotton Swindell
About D. Cotton Swindell
D. Cotton Swindell, 61, is President of Adams Diversified Equity Fund, Inc. (ADX) since April 20, 2023, after serving as Executive Vice President (2015–2023), Vice President–Research (from March 30, 2004), and research analyst (from 2002). Prior to ADX, he was an Equity Analyst at Wachovia Securities and for 10 years at Alex. Brown & Sons; earlier roles included investment banking and fixed-income trading at Prudential‑Bache Securities . ADX’s proxy discloses aggregate executive pay but does not tie compensation to specific performance metrics (e.g., TSR, revenue/EBITDA), nor does it provide individual target/actual bonus formulas .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Adams Diversified Equity Fund (ADX) | President | Apr 20, 2023–present | Promoted to lead Fund operations; internal succession |
| Adams Diversified Equity Fund (ADX) | Executive Vice President | Jan 21, 2015–Apr 20, 2023 | Senior leadership across research/portfolio functions |
| Adams Diversified Equity Fund (ADX) | Vice President–Research | Mar 30, 2004–Jan 21, 2015 | Led research function |
| Adams Diversified Equity Fund (ADX) | Research Analyst | 2002–Mar 30, 2004 | Equity research coverage |
| Wachovia Securities | Equity Analyst | Pre‑2002 (not specified) | Sell‑side coverage (details not disclosed) |
| Alex. Brown & Sons | Equity Analyst | 10 years (not specified) | Sell‑side coverage (details not disclosed) |
| Prudential‑Bache Securities | Investment banking and fixed‑income trading | Not specified | Early career roles (not disclosed) |
External Roles
No external board roles or public company directorships are disclosed for Mr. Swindell in ADX’s proxy .
Fixed Compensation
ADX reports aggregate pay (salary + cash incentives + retirement plan elements), not a salary/bonus breakdown. The 2005 equity plan expired; no ongoing equity grants to executives are disclosed.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Aggregate Compensation – D. Cotton Swindell ($) | 747,073 | 972,638 | 942,968 |
| Deferred Compensation Credited (Thrift + Supplemental) – D. Cotton Swindell ($) | 76,073 | 70,805 | 96,968 |
Key plan features:
- Employee Thrift Plan: employees may defer up to 100% of base salary and cash incentives; company matches 100% up to 6% of pay and may make an annual discretionary contribution up to an additional 6% (vesting after 36 months). Nonqualified Supplemental Thrift Plan mirrors contributions above IRS limits .
- 2005 Equity Incentive Compensation Plan: expired April 27, 2015; all grants vested prior to 2019. No current executive equity grants are disclosed; some deferred stock units remain outstanding from the plan for a director (not Mr. Swindell) .
Performance Compensation
ADX does not disclose performance metric frameworks (e.g., weights for revenue, EBITDA, TSR, or payout curves) for executive cash incentives. Proxies reference Compensation Committee oversight of salaries and cash incentive plans (met two times in 2024) but do not provide individual targets, metrics, or outcomes .
No stock options/RSUs/PSUs are currently granted under an active plan; the legacy 2005 plan is expired and fully vested prior to 2019 .
Equity Ownership & Alignment
| As of | Shares Owned (Swindell) | Shares Outstanding | Ownership % |
|---|---|---|---|
| Jan 27, 2023 | 58,932 | 120,810,790 | 0.049% (computed) |
| Dec 27, 2023 | 64,746 | 124,014,218 | 0.052% (computed) |
| Dec 31, 2024 | 73,771 | 117,572,496 | 0.063% (computed) |
Additional alignment/controls:
- Equity ownership requirements: CEO, portfolio managers, research analysts, and other executive officers must own equity in the Fund Complex at a cost basis equal to a multiple of salary (exact multiple not disclosed). Non‑employee directors must own at least $100,000 by cost basis within 5 years .
- Pledging/hedging: No insider pledging or hedging policy disclosures for executives were found in the proxy; bylaws require hedge/derivative disclosures from stockholder nominators (not insiders) .
- Vested vs. unvested/option overhang: No outstanding executive options/RSUs/PSUs are disclosed; the only outstanding deferred stock units referenced pertain to a director under the expired 2005 plan .
Employment Terms
| Topic | Disclosure |
|---|---|
| Position/Start | President since Apr 20, 2023 |
| Term/Removal | Officers serve until successors are elected and qualified; may be removed at any time, with or without cause, by the Board; resignation permitted at any time |
| Compensation setting | Compensation of each officer is determined by the Board |
| Severance/Change‑of‑Control | No individual employment agreement, severance plan multiples, or change‑of‑control provisions are disclosed for executives in proxy or bylaws (not found) |
| Clawback | No clawback policy disclosure found in proxy or bylaws for executives (not found) |
| Non‑compete/Non‑solicit | Not disclosed (not found) |
| Indemnification | Robust indemnification and expense advancement to the fullest extent permitted by Maryland law and the Investment Company Act; procedures and presumptions favor indemnified persons |
| Governance environment | Board adopted a classified structure effective June 4, 2024; amended bylaws updated director qualifications/meeting mechanics . Press release notes classification intended to enhance stability for long‑term objectives . |
Compensation Committee Analysis
- Committee membership and cadence: In 2024, the Compensation Committee (Chair: Kloppenburg; members: Dale, Escherich, Jammet, Musser Nelson) met two times; it reviews and approves director and officer salaries and cash incentive plans .
- Prior year composition: 2023 committee included Stoeckle and met six times, with similar remit .
- The proxy does not disclose the pay‑for‑performance framework (metrics, targets, or payout scaling) applied to executives .
Investment Implications
- Pay mix and selling pressure: With no active equity incentive program and no disclosed unvested awards, forced selling from vesting schedules is minimal; compensation is primarily cash with voluntary retirement deferrals. This reduces equity‑driven overhang/selling pressure signals but offers less explicit long‑term equity alignment than PSU/option programs .
- Alignment via ownership: Swindell’s beneficial ownership increased over 2022–2024 and ADX maintains ownership guidelines tied to salary multiples, supporting alignment even without new equity grants; magnitude remains <0.1% of shares outstanding, typical for an internally managed CEF .
- Retention/CIC risk: Lack of disclosed severance or change‑of‑control economics implies limited “golden parachute” protection; however, the shift to a classified board could reduce near‑term change‑in‑control probability, mitigating CIC‑related retention risk .
- Activism/structure: The 2024 proxy highlights an activist campaign (Saba at 6.1% ownership as of record date), and subsequent governance changes (classified board) likely enhance continuity but can temper near‑term activist outcomes—relevant for trading dynamics around governance events .
Data gaps: The proxy omits base salary, target/actual bonus metrics, clawback, anti‑pledging, and severance/CIC terms—key inputs for granular pay‑for‑performance and retention analysis .
Appendix: Reference Items
Ownership and Compensation Citations
- Ownership and ages/roles for executives; Swindell share counts as of 12/31/2024 ; 12/27/2023 counts and outstanding shares ; 1/27/2023 counts and outstanding shares .
- Aggregate and deferred compensation amounts for 2024, 2023, 2022 .
- Employee Thrift Plan and Nonqualified plan terms .
- Equity plan status (2005 plan expired; fully vested by 2019) .
- Compensation Committee composition/meetings .
Governance/Bylaws Citations
- Officer term/removal/compensation .
- Indemnification and advancement .
- Classified board adoption and bylaw amendments ; press release .
- Ownership guidelines disclosure for executives and directors .
- Activist context and Saba ownership .