Kenneth J. Dale
About Kenneth J. Dale
Kenneth J. Dale, 68, is an Independent Director of Adams Diversified Equity Fund (ADX), serving since 2008 and currently a Class II director whose term expires at the 2026 Annual Meeting . He has been the independent Chair of the Board since April 21, 2022 . Dale brings deep finance and audit expertise as former SVP and CFO of The Associated Press (2004–2024) and previously spent 21 years as an investment banker at J.P. Morgan; he is designated an “audit committee financial expert” by the Board . He beneficially owned 25,551 ADX shares as of December 31, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Associated Press (AP) | Senior Vice President & Chief Financial Officer | 2004–2024 | Oversaw corporate finance, internal audit, global real estate, administrative services, and AP’s ENPS software business |
| J.P. Morgan Chase & Co. Inc. | Vice President; Investment Banker | 21 years (prior to 2004) | Advised media/entertainment clients on M&A and corporate finance |
| Adams Diversified Equity Fund (ADX) | Audit Committee Chair (historical) | Dates not disclosed | Deemed audit committee financial expert |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adams Natural Resources Fund, Inc. (PEO) | Chair of the Board; Class II Director | Current | Part of ADX’s fund complex; Dale currently chairs PEO’s Board |
Board Governance
- Independence: Five of seven ADX directors are independent; Dale is an Independent Director elected as the Board Chair .
- Attendance: In 2024, the Board held seven regular and three special meetings; each incumbent director had 100% attendance across Board and relevant committee meetings .
- Governance practices: Independent Chair; independent committees; annual Board/committee evaluations; executive sessions of independent directors at each regular meeting; term limit (15 years) and mandatory retirement age (75); policy limiting/overboarding; significant stock ownership requirements .
- Annual Meeting attendance: Policy expects attendance when the annual meeting coincides with a Board meeting; the 2024 Annual Meeting did not coincide and no directors attended .
| Committee | Dale’s Role | 2024 Meetings |
|---|---|---|
| Executive Committee | Chair | 1 |
| Audit Committee | Member; designated “audit committee financial expert” | 4 |
| Compensation Committee | Member | 2 |
| Nominating & Governance Committee | Member | 6 |
Fixed Compensation
| Policy Component | Amount (USD) | Notes |
|---|---|---|
| Annual director retainer (independent directors) | $65,000 | Per fiscal year of service |
| Board Chair fee | $20,000 | Per fiscal year of service |
| Committee Chair fee (each committee) | $3,000 | Per fiscal year of service in each chair capacity |
| Metric | 2023 | 2024 |
|---|---|---|
| Aggregate Compensation from ADX (Dale) | $85,000 | $85,000 |
| Total Compensation from Fund Complex (ADX + PEO) (Dale) | $170,000 | $170,000 |
Performance Compensation
| Component | Director Participation | Notes |
|---|---|---|
| Cash bonus / incentive plans | None | Non-employee directors do not participate in Employee Thrift Plan or Executive Supplemental Thrift Plan; director compensation is fixed fees |
| Equity awards (current) | None | 2005 Equity Incentive Compensation Plan expired April 27, 2015; all grants vested prior to 2019 |
| Deferred stock units (legacy) | Outstanding (plan-level) | Certain restricted/deferred stock units remain outstanding only if payment was deferred by recipient; rights to receive Fund stock; not attributed to specific directors in proxy |
Other Directorships & Interlocks
| Company | Role | Interlock/Transaction Detail |
|---|---|---|
| Adams Natural Resources Fund, Inc. (PEO) | Chair of the Board; Class II Director | ADX shares certain expenses (research, accounting, office services, rent, misc.) with PEO under allocation policy; in 2024, funds incurred $19,514,999 shared expenses, of which PEO’s share was $4,167,965 . Dale chairs both ADX’s and PEO’s Boards . |
Expertise & Qualifications
- Audit committee financial expert; extensive oversight of accounting, financial reporting, internal control, risk assessment/management, and compliance from AP CFO tenure .
- Transactional and capital markets expertise from 21 years in investment banking at J.P. Morgan focused on media/entertainment .
- Independent Board leadership with risk oversight processes delegated to Audit Committee and regular senior management reporting to the Board .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (12/31/2024) | 25,551 |
| Shares outstanding (12/31/2024) | 117,572,496 |
| Ownership % of ADX shares outstanding | 0.0217% (25,551 / 117,572,496) |
| Director stock ownership requirements | Non-employee directors must own ≥$100,000 cost basis within 5 years of joining the Board |
| Dollar value of shares owned | Greater than $100,000 (as of 12/31/2024) |
| Guideline compliance | Meets requirement (≥$100,000) |
Governance Assessment
- Strengths: Independent Board Chair; 100% director attendance in 2024; robust committee coverage with Dale as Audit Committee financial expert; formal governance policies (executive sessions, evaluations, overboarding limits, term/age limits); meaningful director ownership requirements which Dale meets .
- Alignment: Compensation is fixed, modest, and consistent year-over-year; no current equity awards for directors; legacy DSUs only per 2005 plan (expired) and not director-specific, limiting pay-for-performance distortions for directors .
- Potential conflicts (RED FLAG to monitor): Dale chairs both ADX and PEO while ADX and PEO share significant expenses under allocation policies—investors should monitor inter-fund governance rigor and independence in approving shared services and allocations ($19.51M total shared; PEO share $4.17M in 2024) .
- Investor optics: No directors attended the 2024 Annual Meeting due to timing versus Board meeting schedule; although consistent with policy, some investors may prefer direct annual meeting engagement by independent leadership .