James P. Haynie
About James P. Haynie
James P. Haynie, 62, is Chief Executive Officer of Adams Diversified Equity Fund (ADX) and also serves as a Class I Director of the Fund; he has been CEO since April 20, 2023 and a director since 2023 . He is also CEO, President, and a Class I Director of Adams Natural Resources Fund (PEO), the Fund’s non-controlled affiliate, reflecting dual leadership across the Adams Funds complex . Prior roles include Chief Investment Officer, U.S. Equities, and Senior Portfolio Manager at BNP Paribas Investment Partners, underscoring a deep public-equities investing background . The proxy does not disclose TSR, revenue, or EBITDA performance metrics for executive pay linkage at ADX (a closed-end fund), and pay disclosure is provided as aggregate compensation without metric detail .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BNP Paribas Investment Partners | Chief Investment Officer, U.S. Equities (Feb–Aug 2013); Senior Portfolio Manager (2005–2013) | 2005–2013 | Led U.S. equities and global sector fund investing; directly relevant to ADX’s active equity strategy . |
| Adams Diversified Equity Fund (ADX) | President (from Aug 19, 2013); Executive Vice President (from Jan 21, 2015) | 2013–2023 | Leadership of portfolio and operating functions prior to CEO appointment . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Adams Natural Resources Fund (PEO) | CEO, President, and Class I Director | 2023–present | Parallel leadership with ADX across the Adams Funds complex . |
| Adams Diversified Equity Fund (ADX) | Class I Director | 2023–present | Nominated for re-election in 2025 for a term expiring at the 2028 annual meeting . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Aggregate Compensation from the Fund (all capacities) | $1,495,158 | $1,540,787 |
| Company Deferred Compensation Contributions (Thrift/Nonqualified Plans) | $101,891 | $151,370 |
Notes:
- ADX discloses aggregate officer compensation (investment company format); base salary, target/actual bonus, and equity grant breakdowns are not separately disclosed in the proxy .
Performance Compensation
| Element | Plan/Metric | Weighting/Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Equity Incentives | 2005 Equity Incentive Compensation Plan (expired Apr 27, 2015) | N/A | All grants under the plan vested prior to 2019 | No current grants; certain deferred units from pre-2015 grants remain outstanding for some recipients . |
| Haynie Outstanding Units | Deferred/Restricted Units | N/A | None noted | Footnote indicates Mr. Haynie held no deferred units; outstanding units cited only for another director . |
| Cash Incentives | Not broken out | Not disclosed | Not disclosed | Not applicable in proxy (aggregate figure only) . |
- The proxy does not disclose performance metric frameworks (e.g., revenue growth, EBITDA, TSR) or weighting/payout curves tied to CEO incentives; compensation is presented on an aggregate basis for officers .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 201,228 ADX shares as of Dec 31, 2024 . |
| Ownership as % of Shares Outstanding | Each director owned less than 1.0% of outstanding shares; 117,572,496 shares outstanding at 12/31/2024 . |
| Vested vs. Unvested | No deferred equity units reported for Mr. Haynie; all equity plan grants under the 2005 plan vested before 2019 . |
| Options (Exercisable/Unexercisable) | Not disclosed in proxy . |
| Pledging/Hedging | Not disclosed in proxy . |
| Ownership Guidelines | Board has adopted equity ownership requirements for directors and senior executives; CEO must own equity in the Fund Complex with a cost basis equal to a multiple of salary (specific multiple not disclosed) . |
| Director Fees (Haynie) | Receives no compensation for services as a director of ADX or PEO (compensated as an officer) . |
Employment Terms
| Term | Detail |
|---|---|
| CEO Start Date | April 20, 2023 . |
| Director Service | Class I Director since 2023; current term expires 2025; nominated for re-election with term to 2028 . |
| Contract/Severance | No employment agreement, severance, or change-of-control multiples disclosed in the proxy . |
| Indemnification/Advancement | Broad indemnification and expense advancement rights for directors/officers per Amended & Restated Bylaws (Article Six) . |
| Non-Compete/Non-Solicit | Not disclosed in proxy . |
| Clawback/Recoupment | Not disclosed in proxy . |
Board Governance
- Independence and leadership: Five of seven directors are independent; the Board has an Independent Chair (Kenneth J. Dale). Mr. Haynie is an “interested person” (non-independent) and serves on the Board as CEO .
- Committees: The Board has Audit, Compensation, and Nominating & Governance committees with independent membership; Mr. Haynie is a member of the Executive Committee (CEO is included by policy), aligning with bylaws that constitute the Executive Committee from committee chairs, the Board Chair, and the CEO .
- Attendance: In 2024, overall attendance for each incumbent director was 100% across Board and committee meetings .
- Classified board and bylaw updates: On June 2, 2024, the Board elected to classify into three classes (effective June 4, 2024) and adopted Amended & Restated Bylaws; Articles Supplementary and press release detail the changes and rationale around stability and long-term oversight .
- Exclusive forum and control share: Bylaws establish Maryland state/federal court exclusive forum provisions and opt-in to the Maryland Control Share Acquisition Act, indicating a defense-oriented governance posture .
Director Compensation (Board Context)
| Item | Amount |
|---|---|
| Non-Employee Director Annual Retainer | $65,000 |
| Board Chair Additional Fee | $20,000 |
| Committee Chair Additional Fee | $3,000 |
| Total Paid to Independent Directors (CY2024) | $419,000 |
| Haynie Director Compensation | $0 (no fees for ADX/PEO board service) |
Compensation Structure Analysis
- Mix and transparency: ADX uses investment-company style disclosure—officer compensation is disclosed in aggregate, lacking base/bonus/equity granularity and explicit performance metric linkages; the equity plan expired in 2015 with no ongoing equity grant program (all grants vested prior to 2019), implying a predominantly cash-based structure with deferred compensation opportunities via Thrift/Nonqualified Plans .
- Deferred compensation levers: The Thrift Plan matches 100% of employee contributions up to 6% of salary/cash incentive; the Nonqualified Plan mirrors deferrals/match above IRS limits, with vesting of company contributions after 36 months—these enhance retention but are not performance-conditioned .
- Discretion and metrics: No disclosed incentive metric framework (e.g., TSR, NAV alpha, revenue/EBITDA) for CEO pay; no clawback policy disclosed—limiting pay-for-performance visibility and recourse mechanisms .
Vesting Schedules and Insider Selling Pressure
- Future vesting overhang appears minimal: the only equity plan expired, all grants vested before 2019, and Mr. Haynie holds no deferred units—reducing calendar-driven selling pressure from vesting events .
- Form 4 trading data is not presented in the proxy; no pledging/hedging disclosure is provided .
Performance & Track Record
- Tenure context: Mr. Haynie has led ADX as CEO since April 20, 2023 after a decade of senior roles at ADX (President/EVP) and prior CIO/portfolio management responsibilities at BNP Paribas Investment Partners .
- The proxy does not attribute specific stock or NAV performance outcomes to CEO incentives or disclose executive performance scorecards .
Say-on-Pay & Shareholder Feedback
- 2025 proxy ballot items were (1) election of two directors (including Mr. Haynie) and (2) auditor ratification; no say-on-pay proposal was included .
Compensation & Incentives (Detailed References)
- Aggregate CEO compensation: $1,495,158 (2023) and $1,540,787 (2024) .
- Company deferred compensation contributions (CEO): $101,891 (2023) and $151,370 (2024) .
- Equity plan status: 2005 plan expired in 2015; all grants vested prior to 2019; certain deferred units remain outstanding for some recipients; none held by Mr. Haynie .
- Thrift/Nonqualified Plan structure and vesting (36 months) .
Dual-Role and Independence Considerations (Board Service History)
- Mr. Haynie is both CEO and an “interested” director (non-independent). Governance mitigants include an Independent Chair, independent committee membership, and use of an Executive Committee where the CEO is a member alongside independent leadership, as well as robust attendance and risk oversight processes .
- The 2024 shift to a classified board, exclusive-forum bylaw, and control share opt-in strengthen board stability and may reduce vulnerability to short-term activism, which can have implications for executive continuity and investor influence on compensation/governance .
Investment Implications
- Alignment: Haynie’s direct ownership (201,228 shares) and the Fund’s ownership requirements for executives support alignment, though the absence of an active equity grant program and lack of disclosed performance metrics limit pay-for-performance visibility .
- Retention risk: Cash/deferred compensation structure with company matching and 36-month vesting on company contributions aids retention; no disclosed change-of-control or severance terms suggests limited contractual exit protections (proxy silent), with indemnification/advancement providing governance-standard protection .
- Trading signals: With no outstanding unvested equity for Haynie and no disclosed pledging/hedging, vesting-driven selling overhang appears low; Form 4 activity (not in proxy) would be required to assess timing/pressure from discretionary sales .
- Governance posture: The 2024 governance updates (classified board, exclusive forum, control share act) point to greater board continuity and potentially higher thresholds for external influence—stabilizing long-term strategy but potentially constraining activist-driven catalysts; this can reduce headline risk but also slow governance/compensation reforms if needed .
- Disclosure gap: Lack of metric-level incentive detail, clawback policy disclosure, and severance/change-of-control economics limits the ability to underwrite pay-for-performance rigor—investors may seek additional engagement or disclosures to assess incentive quality .