Janis F. Kerns
About Janis F. Kerns
Janis F. Kerns, 61, is Vice President, General Counsel, Secretary, and Chief Compliance Officer at Adams Diversified Equity Fund (ADX); she has served as GC/CCO and Secretary since July 3, 2018, and as Vice President since April 15, 2021, bringing more than 29 years of legal and compliance experience, including prior roles at the SEC’s Division of Investment Management and Paine Webber Group (now UBS WM USA) . ADX’s 2024 NAV total return was 23.6% versus 25.0% for the S&P 500; 3/5/10-year NAV returns were 9.2%/15.0%/13.7%, providing fund-level performance context for her tenure in senior legal/compliance roles . In 2024, ADX faced a contested director election led by Saba Capital; Kerns signed the definitive proxy as Vice President, General Counsel & Secretary, underscoring her central role in governance and shareholder communications .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Adams Diversified Equity Fund (ADX) / Adams Natural Resources Fund (PEO) | Vice President (since Apr 15, 2021); General Counsel, Secretary & Chief Compliance Officer (since Jul 3, 2018) | 2018–present | Senior legal, compliance, and governance leadership; signed 2024 contested proxy materials |
| Nelson Mullins Riley & Scarborough LLP (Washington, DC) | Of Counsel | Prior to Jan 2018 (tenure not specified) | Investment management legal advisory experience . |
| U.S. Securities and Exchange Commission, Division of Investment Management (Office of Investment Company Regulation) | Staff (specific title not disclosed) | Three years | Regulatory expertise in investment company regulation . |
| Paine Webber Group (now UBS WM USA) | Internal legal counsel | Two years | Broker-dealer/wealth management legal experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | None disclosed | — | ADX proxy biographies list no public company board or committee roles for Kerns . |
Fixed Compensation
- ADX discloses aggregate compensation for the CEO, President, and CFO but does not provide individual base salary/bonus details for other executive officers; Kerns’ specific base salary and target/actual bonus are not disclosed in the 2024 or 2025 proxies .
- Employees may defer compensation into the qualified Thrift Plan (100% company match up to 6% of pay) and, for eligible employees, into the Executive Nonqualified Supplemental Thrift Plan to overcome IRS limits; vesting of employer contributions generally occurs after 36 months of service; these programs apply to officers (Kerns included) but individual contribution amounts for Kerns are not disclosed .
Performance Compensation
- Equity awards: ADX’s 2005 Equity Incentive Compensation Plan expired in 2015, and all grants under it vested prior to 2019; no ongoing RSU/PSU/option awards are made under this plan, and no current performance-vesting equity program is disclosed for officers, implying no equity grant-based vesting schedule for Kerns .
- Cash incentives: The Compensation Committee reviews and approves officer salaries and “cash incentive compensation plans,” but the proxies do not disclose specific metric weightings (e.g., revenue, EBITDA, TSR) or payout formulas for officers; no performance metric or payout schedule for Kerns is disclosed .
| Incentive Element | Disclosed Structure | Notes |
|---|---|---|
| Equity (RSU/PSU/Options) | None current (2005 plan expired; all awards vested before 2019) | No vesting schedule outstanding for Kerns . |
| Cash Incentive Plan | Exists; specific metrics/weighting not disclosed | Committee approves plans; no officer-by-officer targets/payouts provided . |
| Deferred Comp Plans | Qualified Thrift Plan; Executive Nonqualified Supplemental Thrift Plan | Company match up to 6% of pay; investments may include ADX/PEO stock or mutual funds . |
Equity Ownership & Alignment
- Stock ownership (beneficial): Kerns’ reported holdings have increased steadily, driven by dividend reinvestments and thrift plan activity; Forms 5 indicate no derivative holdings and characterize acquisitions as exempt transactions (code J) .
- Ownership policy: ADX requires significant equity ownership for senior executives (cost-basis multiple of salary) and at least $100,000 cost-basis for non-employee directors within five years; individual compliance status for Kerns is not disclosed, but she beneficially owned 44,846 shares at 12/31/2024 .
- Pledging/hedging: No disclosure found regarding pledging or hedging by Kerns in the 2024 or 2025 proxies or in the cited Forms 5 .
| Metric | 2019 YE | 2020 YE | 2023 YE | 2024 YE |
|---|---|---|---|---|
| Common shares beneficially owned | 4,410.004 | 13,457.2837 | 36,995.8826 | 44,846.6532 |
| Derivatives (options/RSUs reported) | None reported | None reported | None reported | None reported |
| Reported transaction characterization | DRIP/thrift/match (exempt) | DRIP/thrift/match (exempt) | DRIP/thrift/match (exempt) | DRIP/thrift/match (exempt) |
Additional context:
- ADX’s officer ownership table shows Kerns with 36,996 shares as of Feb 5, 2024 (less than 1% of outstanding) .
- ADX’s 2025 proxy shows Kerns with 44,846 shares at 12/31/2024 (less than 1% of outstanding) .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start at ADX | Assistant General Counsel (Jan 22, 2018); promoted to GC/CCO & Secretary (Jul 3, 2018); appointed Vice President (Apr 15, 2021) . |
| Contract term/expiration | Not disclosed in proxies . |
| Severance / change-of-control | Not disclosed; no multiples or triggers provided in proxies . |
| Vesting acceleration terms | Not applicable — no ongoing equity awards disclosed . |
| Clawback provisions | Not disclosed in proxies . |
| Non-compete / non-solicit / garden leave | Not disclosed in proxies . |
| Post-termination consulting | Not disclosed in proxies . |
Investment Implications
- Alignment and selling pressure: Kerns’ ownership has climbed via dividend reinvestment and plan contributions, with no derivative positions reported and no option expiries, suggesting minimal forced-selling pressure from vesting or option maturities; absence of disclosed pledging further reduces alignment risk, though no explicit hedging/pledging policy disclosure was found .
- Pay-for-performance transparency: With the legacy equity plan expired and no disclosed officer-level performance metrics, ADX’s alignment relies on stock ownership requirements and voluntary investment via thrift plans rather than new equity grants; limited disclosure on bonus metrics constrains pay-for-performance assessment for Kerns specifically .
- Retention economics visibility: Proxies do not disclose employment agreements, severance, or change‑of‑control provisions for Kerns, leaving retention and transition economics opaque relative to many operating companies; Compensation Committee oversight is in place, but without detailed contracts disclosed .
- Governance execution: Kerns’ role as signatory on the 2024 contested proxy highlights direct involvement in navigating shareholder activism, a competency relevant to ongoing governance and regulatory risk management for a closed-end fund structure .
Fund performance context (NAV total return): 2024 23.6% vs S&P 25.0%; 1/3/5/10-year 23.6%/9.2%/15.0%/13.7% (market price: 28.1%/10.5%/15.3%/14.1%), grounding the operating backdrop during her tenure in senior legal/compliance roles .