Mark E. Stoeckle
About Mark E. Stoeckle
Mark E. Stoeckle, 68, is an Interested Director (Class III) of Adams Diversified Equity Fund, Inc. (ADX), serving on the Board since 2013 with a current term expiring at the 2027 annual meeting. He is the retired CEO and President of ADX (February 2013–April 2023) and a former CEO of Adams Natural Resources Fund, Inc. (PEO). He currently serves as a director of ADX, PEO, and Nikko Asset Management, bringing over 30 years of asset management leadership including serving as CIO, U.S. Equities and Global Sector Funds at BNP Paribas Investment Partners .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adams Diversified Equity Fund, Inc. (ADX) | CEO; President | CEO: Feb 2013–Apr 2023; President: Jan 21, 2015–Apr 20, 2023 | Led fund through multi-year period; brings investment and business experience |
| BNP Paribas Investment Partners | CIO, U.S. Equities and Global Sector Funds; Senior Portfolio Manager | 2005–2013 (as Senior PM); CIO role 2013 prior to joining ADX | Extensive investment management expertise |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Adams Diversified Equity Fund, Inc. (ADX) | Class III Director | Director since 2013; term expires 2027 | Interested Director (not independent) |
| Adams Natural Resources Fund, Inc. (PEO) | Class III Director | Current | Non-controlled affiliate within Fund Complex |
| Nikko Asset Management | Director | Current | Large multi-national asset manager |
Board Governance
- Independence: Classified as an “interested person” under the Investment Company Act of 1940; not an independent director .
- Committee memberships: Not listed on Audit, Compensation, Nominating & Governance, or Executive Committees (all comprised of independent directors) .
- Board leadership: Independent Chair (Kenneth J. Dale) .
- Meetings and attendance: Board held 7 regular and 3 special meetings in 2024; overall attendance for each incumbent director was 100% across Board and applicable committees .
- Annual meeting attendance: 2024 Annual Meeting was not on a Board meeting date; no directors attended .
- Governance practices: Executive session of independent directors at each regular meeting; overboarding policy; mandatory retirement age 75; 15-year term limit; regular chair/member rotation; significant stock ownership requirements for directors and senior executives .
| Governance Item | Detail | Source |
|---|---|---|
| Independence status | Interested Director (not independent) | |
| Executive Committee membership | No (Members: Dale, Escherich, Jammet, Kloppenburg, Haynie) | |
| Audit Committee membership | No (Members: Jammet (Chair), Dale, Escherich, Kloppenburg, Musser Nelson) | |
| Compensation Committee membership | No (Members: Kloppenburg (Chair), Dale, Escherich, Jammet, Musser Nelson) | |
| Nominating & Governance Committee membership | No (Members: Escherich (Chair), Dale, Jammet, Kloppenburg, Nelson) | |
| 2024 attendance | 100% of Board and applicable committee meetings for each incumbent director | |
| Executive sessions | Independent directors hold executive session at each regular meeting |
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Aggregate compensation from ADX (cash) | $65,000 | Director retainer is $65,000 for non-interested directors; table shows Mr. Stoeckle received $65,000 in aggregate from ADX |
| Total compensation from Fund Complex | $130,000 | ADX + PEO total for director service |
| Chair fees applicable | N/A (not Chair) | Board Chair receives $20,000; committee chairs receive $3,000 |
| Committee fees applicable | N/A (not a committee member) | Committees are composed of independent directors; Mr. Stoeckle is not listed |
Performance Compensation
| Component | FY 2024 | Vesting | Performance Metrics |
|---|---|---|---|
| Stock awards (RSUs/PSUs) | None (2005 Plan expired 2015; all grants vested prior to 2019) | N/A | N/A |
| Deferred stock units | None for Mr. Stoeckle (only Mr. Dale holds vested but deferred units) | N/A | N/A |
| Stock options | None disclosed | N/A | N/A |
| Cash incentive tied to metrics | None disclosed for directors | N/A | N/A |
2005 Equity Incentive Compensation Plan expired and all grants vested prior to 2019; Mr. Stoeckle held no deferred stock units under the plan .
Other Directorships & Interlocks
| Entity | Relationship to ADX | Mr. Stoeckle’s Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Adams Natural Resources Fund, Inc. (PEO) | Non-controlled affiliate; part of Fund Complex | Director | ADX and PEO share certain expenses under an allocation policy; in 2024 shared expenses totaled $19,514,999 with PEO’s share $4,167,965 |
| Nikko Asset Management | External asset manager | Director | No ADX-related transactions disclosed; note outside asset management affiliation |
Expertise & Qualifications
- 30+ years in investment management; former CIO, U.S. Equities and Global Sector Funds at BNP Paribas Investment Partners; prior Senior Portfolio Manager .
- Retired CEO/President of ADX; deep fund operations and governance familiarity .
- Current directorships spanning ADX, PEO, and a global asset manager (Nikko AM), indicating broad industry network .
Equity Ownership
| Metric | As of Dec 31, 2024 | Notes |
|---|---|---|
| Shares beneficially owned | 80,231 | Sole voting and investment power; no deferred units held |
| Shares outstanding (ADX) | 117,572,496 | Reference basis for % ownership |
| Ownership % | ~0.068% (80,231 / 117,572,496) | Each director owned less than 1.0% of outstanding shares |
| Stock ownership guideline (non-employee directors) | Must own ≥$100,000 cost basis within 5 years of joining Board | Mr. Stoeckle listed as “greater than $100,000” |
| Pledging/Hedging | Not disclosed | — |
Governance Assessment
- Independence and conflicts: As an Interested Director, Mr. Stoeckle is not independent under the 1940 Act . He sits on both ADX and PEO boards while the funds share expenses; this is a potential interlock, but the proxy details an explicit allocation policy and full committee independence for oversight, with an independent Chair and independent-only committees (Audit, Compensation, N&G) .
- Alignment: Strong ownership alignment—beneficial ownership of 80,231 shares and “greater than $100,000” cost basis; directors are subject to significant ownership requirements .
- Engagement quality: 100% attendance across Board and committees for incumbents; independent directors hold executive sessions at each regular meeting, supporting robust oversight .
- Compensation risk: Director pay is straightforward cash-based with no equity grants, options, or performance-linked components in 2024, reducing pay-for-performance misalignment risk; the legacy 2005 plan expired and Mr. Stoeckle holds no deferred units .
- RED FLAGS:
- Not independent; dual directorship across Fund Complex with shared expense arrangements warrants continued monitoring for related-party exposure and committee oversight .
- No attendance at 2024 Annual Meeting (due to scheduling) noted for all directors; Board policy expects attendance when coincident with Board meetings .
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