Maryann Bruce
About Maryann Bruce
Maryann Bruce (age 65) is an Independent Director of ASA Gold and Precious Metals Limited, elected at the June 13, 2025 special general meeting; she serves as Chair of the Nominating and Governance Committee and is a member of the Audit and Ethics Committee . She is President of Turnberry Advisory Group (since October 2007) and holds the CERT Certificate in Cybersecurity Oversight from NACD/Carnegie Mellon’s SEI, highlighting board-level cyber-risk oversight expertise . ASA’s Board is currently composed entirely of Independent Directors under the Investment Company Act of 1940, with an Independent Chair (Paul Kazarian), reinforcing governance independence from management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turnberry Advisory Group | President | Oct 2007 – Present | Private consulting firm leadership; strategy, risk, and governance advisory |
| Aquila Distributors, Inc. (Aquila Investment Management) | President | Dec 2008 – Jul 2010 | Oversight of boutique asset manager distribution |
| Evergreen Investments Services, Inc. (Wachovia/Wells Fargo) | President | Sep 1999 – Jun 2007 | Led investment management and diversified financial services business |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amalgamated Financial Corporation / Amalgamated Bank (NASDAQ: AMAL) | Independent Director | Since 2018 | Chair, Enterprise Risk Oversight; member, Executive, Corporate Social Responsibility, Audit, Credit; deep financial-services risk governance |
| NextPoint Financial, Inc. (TSX: NPF.U) | Independent Director | 2023 | Chair, Corporate Governance & Nominating; member, Executive, Audit, Compensation; led strategic review, restructuring, and going‑concern sale |
| MBIA (NYSE: MBI) | Independent Director | Prior service | Committees: Audit & Compliance, Compensation & Governance |
| Atlanta Life Financial Group (private) | Independent Director | Prior service | Chair, Compensation Committee |
| Allianz Global Investors Funds; PNC Funds | Trustee | Prior service | Registered fund trustee roles |
| Pop Venture Fund (registered closed‑end interval fund) | Director | 2024 – 2025 | Board service in registered interval fund context |
Board Governance
- Independence: Bruce is an Independent Director under the 1940 Act; ASA’s Board comprises Independent Directors, with an Independent Chair (Kazarian) who presides at separate sessions of Independent Directors .
- Committees: Chair, Nominating & Governance Committee; Member, Audit & Ethics Committee .
- Attendance: The company reports that each Director attended all Board and Committee meetings during the periods they served in FY 2024; Bruce was elected in 2025, and 2025 attendance specifics are not disclosed in the proxy .
- Tenure: Director since 2025; elected June 13, 2025 .
- Board cadence: Typically two in‑person and two virtual regular meetings annually, with additional special meetings as needed .
Fixed Compensation
| Component | FY 2024 Structure | Post‑Sept 19, 2025 Structure |
|---|---|---|
| Annual Director Retainer (Cash) | $25,000 | $65,000 |
| Chair of Board Additional Fee | $15,000 | Unchanged; only chair fees specified separately by committee chairs |
| Board Meeting Fee (In‑Person) | $5,000 per meeting | Not specified as changed; special meeting fee added below |
| Board Meeting Fee (Telephonic) | $1,500 per meeting | Not specified as changed |
| Special Board Meeting Fee | N/A | $1,500 per special meeting |
| Nominating & Governance Committee Chair Fee | $7,500 | $7,500 |
| Audit & Ethics Committee Chair Fee | $7,500 (when combined committee) | $8,500 |
| Additional Director Services (at Board request) | Permitted; incremental fees possible | Permitted; incremental fees possible |
| FY 2024 Aggregate Compensation for Bruce | N/A (joined in 2025) | Applicable from effective date forward |
Notes: Directors elected prior to Jan 1, 2008 may have legacy retirement benefits; those first elected on or after Jan 1, 2008 (including Bruce) are not eligible for retirement benefits .
Performance Compensation
- No equity awards (RSUs/PSUs) or options are disclosed for directors; compensation disclosure lists cash retainers and meeting/committee chair fees without performance metrics or equity components .
- No vesting schedules, performance metrics (e.g., TSR, EBITDA), clawbacks, severance, or change‑of‑control provisions for directors are disclosed in the proxy .
Other Directorships & Interlocks
| Connection Type | Detail |
|---|---|
| External boards with potential network effects | Financial institutions and registered funds (AMAL; MBIA; Allianz/PNC funds; NextPoint), adding risk oversight and fund governance experience |
| Interlocks within ASA context | Other ASA directors (Caldwell, Desai) are trustees of Saba Capital closed‑end funds; Kazarian is a Saba portfolio manager; Bruce herself has no disclosed roles with Saba entities |
| Significant shareholders shaping governance environment | Saba Capital beneficially owns 24.64% of shares; Lazard 12.59%; Morgan Stanley 6.34%; Sessa Capital 5.56% (as of record date), indicating activist/large holder influence on governance dynamics |
Expertise & Qualifications
- Financial services leadership across distribution, strategy, marketing, product development, client service, risk management, and regulatory oversight (Evergreen/Wachovia; Aquila) .
- Cybersecurity oversight credential (CERT Certificate), supporting board‑level cyber-risk governance .
- Demonstrated governance effectiveness in stressed situations (NextPoint strategic review, restructuring, and going‑concern sale) .
- Fund governance/trustee experience (Allianz/PNC funds; Pop Venture Fund) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | None |
| Ownership as % of shares outstanding | N/A |
| Vested vs. unvested shares | Not disclosed (no holdings reported) |
| Options (exercisable/unexercisable) | Not disclosed (no option awards referenced) |
| Shares pledged as collateral | Not disclosed in proxy; no pledging noted for Bruce |
| Stock ownership guidelines | Not disclosed for directors in proxy [Search: no result in DEF 14A 2025 for director ownership guidelines] |
| Compliance with ownership guidelines | Not applicable (no guidelines disclosed) [Search: no result in DEF 14A 2025] |
Governance Assessment
- Board effectiveness: Bruce adds senior financial-services leadership, registered fund governance, and cyber oversight; her chairing of Nominating & Governance and membership on Audit & Ethics position her squarely in director pipeline, board composition, and financial reporting oversight .
- Independence and engagement: Status as Independent Director under the 1940 Act and NYSE rules; ASA’s Board is fully independent and chaired by an Independent Director (Kazarian); the Board held 15 meetings in FY 2024 with full attendance by directors serving then; Bruce’s 2025 attendance specifics are not disclosed .
- Compensation alignment: Director pay moved materially higher in Sept 2025 (retainer increased to $65,000), reflecting market alignment; no equity or performance‑linked pay is disclosed, typical for closed‑end funds but reduces direct ownership alignment .
- Ownership alignment: Bruce holds no ASA shares per the beneficial ownership table, a potential alignment concern for investors seeking “skin‑in‑the‑game”; no director ownership guidelines are disclosed .
- Conflicts/related‑party exposure: No litigation involving directors and no adverse interests are disclosed; no related‑party transactions tied to Bruce are noted in the proxy; broader governance context includes large/activist holders (e.g., Saba at 24.64%) shaping board composition and oversight expectations .
Red Flags
- No ASA share ownership reported for Bruce (alignment risk) .
- No disclosed director stock ownership guidelines (governance clarity gap) [Search: no result in DEF 14A 2025].
- Elevated influence from a single shareholder (Saba 24.64%), raising governance oversight pressure and potential board dynamics risk; Bruce appears independent of Saba affiliates .
Positive Signals
- Extensive committee leadership and risk governance credentials, including cyber oversight certification .
- Proven ability to navigate restructurings and strategic reviews (NextPoint) .
- Board independence and defined oversight structure with Independent Chair presiding over executive sessions .