Randall C. Barnes
About Randall C. Barnes
Randall C. Barnes is an Independent Trustee of Advent Convertible and Income Fund (NYSE: AVK). He has served on the Board since September 20, 2005 and is currently a Class I nominee standing for re‑election to serve until the Fund’s 2028 annual meeting, subject to shareholder approval . Year of birth: 1951; Barnes’ background includes senior executive roles at PepsiCo and Pizza Hut International and he has been a private investor since 2001, bringing financial, accounting, regulatory, governance, and investment expertise to AVK’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | Senior Vice President & Treasurer | 1993–1997 | Senior financial leadership at a global consumer company |
| PepsiCo, Inc. | Senior Vice President, Strategic Planning & New Business Development | 1987–1990 | Strategy and new business development experience |
| Pizza Hut International | President | 1991–1993 | International operating leadership |
| Private Investor | Private Investor | 2001–present | Personal investment experience enhances oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Guggenheim Funds fund complex (investment companies) | Trustee | 2004–present | Current trustee within the same broader fund complex, implies network ties with Fund servicer Guggenheim Funds Distributors, LLC |
| Purpose Investments Funds | Trustee | 2013–present | Additional investment fund governance role |
| Guggenheim Energy & Income Fund | Former Trustee | 2015–2023 | Prior Guggenheim fund board service |
| Fiduciary/Claymore Energy Infrastructure Fund | Former Trustee | 2004–2022 | Prior fund board service |
| Guggenheim Enhanced Equity Income Fund | Former Trustee | 2005–2021 | Prior fund board service |
| Guggenheim Credit Allocation Fund | Former Trustee | 2013–2021 | Prior fund board service |
Board Governance
- Independence: Classified as an Independent Trustee; AVK’s Board comprises seven Independent Trustees and one Interested Trustee .
- Leadership: Interested Trustee serves as Board chair; Daniel L. Black is Lead Independent Trustee to chair executive sessions and represent independent trustee views .
- Committees: Barnes serves on the Audit Committee; the Nominating & Governance Committee consists of all Independent Trustees (thus includes Barnes) .
- Attendance: In FY ended Oct 31, 2024, Barnes attended at least 75% of Board and committee meetings (exception noted for another trustee only) .
- Executive sessions: Independent Trustees meet regularly in executive session as the Nominating & Governance Committee .
| Governance Item | Detail | Period |
|---|---|---|
| Board meetings held | 7 | FY ended Oct 31, 2024 |
| Audit Committee meetings held | 4 | FY ended Oct 31, 2024 |
| Nominating & Governance Committee meetings held | 4 | FY ended Oct 31, 2024 |
| Audit Committee composition | All Independent Trustees (incl. Barnes) | Current |
| Nominating & Governance composition | All Independent Trustees | Current |
| Lead Independent Trustee | Daniel L. Black | Current |
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Aggregate Compensation from Fund | $96,500 | FY ended Oct 31, 2024 | Trustee compensation reported in aggregate; no meeting fee breakdown disclosed |
Performance Compensation
| Metric | Disclosure Status | Notes |
|---|---|---|
| Cash bonus (director) | Not disclosed in proxy | Trustee compensation presented only in aggregate; no performance bonus detail |
| Stock awards (RSUs/PSUs) | Not disclosed in proxy | No grant date/number/fair value disclosed for trustees |
| Option awards | Not disclosed in proxy | No strike/expiration/vesting disclosed for trustees |
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed in proxy | No director performance-tied pay metrics reported |
The DEF 14A presents only aggregate trustee compensation for FY2024 and does not detail performance-based pay elements, equity awards, or incentive metrics for trustees .
Other Directorships & Interlocks
| Organization | Type | Relationship/Interlock | Governance Implication |
|---|---|---|---|
| Guggenheim Funds fund complex | Investment companies | Barnes is a current trustee across Guggenheim funds | Potential information flow benefits; monitor for conflicts with Fund’s Servicing Agent (Guggenheim Funds Distributors, LLC) |
| Purpose Investments Funds | Investment companies | Current trustee | Adds breadth of fund governance experience |
Expertise & Qualifications
- The Board cites Barnes’ executive employment experience at global food and beverage companies and personal investment experience as providing robust financial, accounting, regulatory, governance, and investment acumen .
- The Board emphasizes balanced and diverse skills among trustees, including diligence, analytical ability, and independence from management, with independent legal counsel participation at meetings .
Equity Ownership
| Item | Disclosure | Notes |
|---|---|---|
| Dollar range of equity securities held (AVK) | Over $100,000 | As of Aug 1, 2025 |
| Individual ownership as % of shares outstanding | <1% | As of Aug 1, 2025 |
| Shares outstanding (context) | 44,148,745 shares | Record date Aug 1, 2025 |
| Pledging/hedging | Not disclosed | No pledging/hedging disclosure in proxy |
| Ownership guidelines | Committee charter includes reviewing share ownership policies; specifics not disclosed | Nominating & Governance Charter responsibility |
Governance Assessment
- Board effectiveness: Barnes is active on key oversight committees (Audit; Nominating & Governance), with satisfactory attendance (≥75%) and long tenure since 2005, contributing continuity and financial oversight experience .
- Independence & structure: He is independent; however, the Board chair is an Interested Trustee, mitigated by a Lead Independent Trustee role and independent legal counsel participation—acceptable but worth monitoring for balance in oversight .
- Compensation alignment: Trustee pay is cash-based ($96,500 in FY2024) with no disclosed equity or performance‑tied elements; alignment relies on personal share ownership (> $100,000) rather than incentive design .
- Interlocks/conflicts: Barnes’ ongoing roles across Guggenheim funds create network interlocks within the fund complex; the Fund’s Servicing Agent is a Guggenheim affiliate, necessitating continued vigilance on potential related‑party influence (the Board explicitly cites oversight of conflicts affecting Advent and Guggenheim affiliates) .
- Risk indicators: No Section 16(a) delinquencies reported for FY2024; no related‑party transactions or loans involving Barnes disclosed in the proxy; Control Share Statute governance remains an external structural consideration monitored by the Board .
RED FLAGS to monitor
- Interested Trustee as Board chair (structural), offset by Lead Independent Trustee—monitor for decision‑making balance .
- Fund complex interlocks (trustee roles across Guggenheim funds; Guggenheim as Servicing Agent)—heightens need for strong conflict management; Board acknowledges conflicts with affiliates as a risk area .
- Control Share Statute uncertainties under the 1940 Act—governance environment risk rather than director‑specific, but relevant to shareholder rights .