Derek Medina
About Derek Medina
Derek Medina (born 1966) is an Independent Trustee (Class I) of Advent Convertible and Income Fund (NYSE: AVK); he is standing for re‑election at the 2025 annual meeting, with prior Class I term elected in 2022 running through 2025 . Medina’s core credentials include senior leadership at ABC News (Executive Vice President since 2020; previously Senior Vice President of Business Affairs), earlier legal practice at Cleary Gottlieb Steen & Hamilton, and corporate finance at J.P. Morgan/Morgan Guaranty, providing experience across financial, regulatory, legal, and governance domains .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABC News | Executive Vice President | 2020–present | Senior media leadership; governance and regulatory experience |
| ABC News | Senior Vice President, Business Affairs | 2008–2020 | Oversight of business affairs; contract negotiation |
| ABC News | Vice President, Business Affairs and News Planning | 2003–2008 | Strategic planning and business affairs |
| ABC News | Executive Director, Office of the President | 2000–2003 | Executive support; operational governance |
| Cleary Gottlieb Steen & Hamilton | Associate (law firm) | 1995–1998 | Corporate/financial legal practice |
| J.P. Morgan/Morgan Guaranty | Associate, Corporate Finance | 1988–1990 | Corporate finance analysis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oliver Scholars | Board role (non-profit) | 2011–2018 (former) | Non-profit governance experience |
| Young Scholar’s Institute | Board role (non-profit) | 2005–2020 (former) | Education-focused non-profit |
Board Governance
- Independence: Medina is classified as an Independent Trustee; AVK’s Board has seven Independent Trustees and one Interested Trustee (chairperson) .
- Lead Independent Director: Daniel L. Black is designated Lead Independent Trustee, chairing executive sessions of Independent Trustees and liaising with management .
- Committee assignments: The Audit Committee and the Nominating & Governance Committee are composed solely of all Independent Trustees; Medina is a member of both .
- Executive sessions: Independent Trustees meet regularly in executive session as the Nominating & Governance Committee .
- Engagement: Trustees are invited to joint annual shareholder meetings; 2024 meeting was telephonic and attended by all Trustees .
| Governance Metric | FY 2022 (ended Oct 31, 2022) | FY 2023 (ended Oct 31, 2023) | FY 2024 (ended Oct 31, 2024) |
|---|---|---|---|
| Board meetings held | 7 | 5 | 7 |
| Audit Committee meetings held | 4 | 4 | 4 |
| Nominating & Governance Committee meetings held | 4 | 4 | 4 |
| Medina attendance | ≥75% (per Board disclosure) | ≥75% (per Board disclosure) | ≥75% (per Board disclosure) |
Fixed Compensation
| Director | FY 2022 Aggregate Compensation (USD) | FY 2023 Aggregate Compensation (USD) | FY 2024 Aggregate Compensation (USD) |
|---|---|---|---|
| Derek Medina | $85,500 | $96,500 | $96,500 |
Proxy statements disclose only aggregate compensation paid by the Fund to Trustees; no itemized breakdown of retainers, meeting fees, or committee chair fees is provided .
Performance Compensation
| Component | Disclosure | Notes |
|---|---|---|
| Target/actual bonus | Not disclosed in proxy | Trustee pay presented as aggregate amounts only |
| Equity awards (RSUs/PSUs/options) | Not disclosed in proxy | No equity award detail presented in trustee compensation section |
| Performance metrics (TSR, revenue, EBITDA, ESG) | Not disclosed in proxy | No performance-linked metrics for trustees disclosed |
| Clawback/COC/severance | Not disclosed in proxy | Trustee compensation terms not itemized |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Medina in AVK proxies |
| Investment company/other boards | Non-profit roles (former): Oliver Scholars; Young Scholar’s Institute |
| Potential interlocks with AVK’s adviser/service providers | None disclosed for Medina; Board notes general conflict risk related to affiliates of Advent and Guggenheim Funds in managing the Fund |
Expertise & Qualifications
- Medina brings experience in financial, regulatory, investment, legal, and governance matters from senior media management and prior legal/finance roles, as summarized by AVK’s Board .
- The Nominating & Governance Committee evaluates independence, potential conflicts, time availability, and diversity of background when considering trustees; Medina meets independence criteria under Rule 10A‑3 .
Equity Ownership
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Shares owned (Medina) | 7,000 | 7,100 | Not disclosed | Not disclosed | Not disclosed |
| Dollar range of equity | Over $100,000 | Over $100,000 | $50,001–$100,000 | $50,001–$100,000 | $50,001–$100,000 |
| Shares outstanding | 34,525,222 | 34,593,769 | 34,593,769 | Not disclosed | Not disclosed |
| Ownership as % of shares outstanding | <1% (per proxy disclosure) | <1% (per proxy disclosure) | <1% (per proxy disclosure) | <1% (per proxy disclosure) | <1% (per proxy disclosure) |
| Pledged/hedged shares | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
Trustees oversee one portfolio in the Fund Complex; AVK is the only fund in the complex .
Governance Assessment
- Strengths: Medina is independent and serves on both oversight committees composed solely of Independent Trustees, supporting board effectiveness and audit risk oversight . His attendance meets or exceeds the 75% threshold across recent fiscal years, indicating engagement .
- Alignment: Medina reports a meaningful personal investment in AVK ($50,001–$100,000 in recent years; earlier “Over $100,000”), though individual ownership remains below 1% of shares outstanding as is typical for closed‑end fund trustees .
- Transparency gaps: Proxy compensation disclosure for trustees is aggregate only without breakdown of cash retainers, committee fees, or any equity/variable components, limiting pay‑for‑performance analysis .
- Board‑level RED FLAGS: The chairperson is an Interested Trustee (Tracy V. Maitland), which can constrain perceived independence; additionally, Maitland’s attendance was below 75% in FY2023 (60%) and further deteriorated in FY2024 (50% of regular quarterly meetings; 43% of all meetings), raising oversight concerns at the board level even though Medina’s attendance met thresholds . Committee charters are not available on the Fund’s website (filed as appendices), which is a minor transparency issue .
- Conflicts: Proxies acknowledge general risks of conflicts involving affiliates of Advent and Guggenheim Funds; no Medina‑specific related‑party transactions or loans are disclosed .
Overall, Medina’s independent status, committee participation, and consistent attendance support investor confidence; board leadership by an Interested Trustee and low attendance by the chair are notable governance risks at the board level that merit monitoring .