Ronald A. Nyberg
About Ronald A. Nyberg
Ronald A. Nyberg (year of birth: 1953) is an Independent Trustee (Class III) of Advent Convertible and Income Fund (AVK), with a current term continuing until the 2027 annual meeting; he has served as a Trustee since the commencement of the Fund’s operations . He is Of Counsel at Momkus LLC (2016–present) and previously served as Partner at Nyberg & Cassioppi, LLC (2000–2016) and as Executive Vice President, General Counsel, and Corporate Secretary at Van Kampen Investments (1982–1999), bringing legal, regulatory, investment management, and governance expertise to the Board . The proxy statements do not disclose formal education (degrees/institutions) for Mr. Nyberg .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Van Kampen Investments | EVP, General Counsel & Corporate Secretary | 1982–1999 | Senior legal and governance leadership |
| Nyberg & Cassioppi, LLC | Partner | 2000–2016 | Corporate law, governance expertise |
| Momkus LLC | Of Counsel | 2016–present | Legal counsel; governance and compliance experience |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Guggenheim Funds fund complex | Trustee (current) | 2002–present | Multiple funds in complex; ongoing board service |
| PPM Funds | Trustee (former) | 2018–Dec. 2024 | Ended Dec. 2024 |
| Endeavor Health (NorthShore Edward-Elmhurst) | Trustee (former) | 2012–Dec. 2024 | Ended Dec. 2024 |
| Prior: Guggenheim/Western Asset funds | Trustee (former) | Various dates (2003–2023) | Multiple closed-end funds (Energy & Income, Enhanced Equity Income, Credit Allocation, Inflation-Linked) |
Board Governance
- Independence: Listed among “Independent Trustees,” not an interested person of the Fund or Advent Capital Management LLC; independence defined under Rule 10A-3 .
- Board structure: Eight Trustees (seven independent, one interested); an Interested Trustee serves as chairperson; Daniel L. Black is Lead Independent Trustee (chairs independent executive sessions, reviews agendas, facilitates communications) .
- Committees: Member of Audit Committee and Nominating & Governance Committee; both committees are composed of all Independent Trustees .
- Audit Committee expertise: A majority of Audit Committee members are “audit committee financial experts,” and the committee oversees auditor independence and financial reporting .
- Charters: Audit Committee charter last approved December 6, 2018 (attached to 2023 proxy); Nominating & Governance Committee charter governs trustee selection, independence/conflicts review, and annual contract approvals; attached to 2025 proxy .
- Attendance: Each Trustee attended ≥75% of Board and committee meetings in FY 2022, FY 2023, and FY 2024; exceptions were the Interested Trustee (Maitland) below threshold (not Nyberg) .
- Annual meeting participation: Trustees attended the teleconference annual meetings on Sept. 26, 2022; Sept. 28, 2023; and Sept. 10, 2024 .
Fixed Compensation
| Metric | FY 2015 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Aggregate Trustee Compensation from AVK (USD) | $26,500 | $83,500 | $94,500 | $94,500 |
- Format: AVK reports aggregate cash compensation; no equity grants, options, or per-meeting fees breakdown are disclosed in AVK proxy statements .
- Committee oversight: Nominating & Governance Committee reviews and recommends trustee compensation policies periodically .
Performance Compensation
- Not applicable/disclosed for Independent Trustees: AVK proxies do not disclose performance-based compensation (bonuses, PSUs/RSUs, options, or performance metrics) for trustees; compensation is reported as aggregate cash only .
- No change-of-control, severance, clawback, or tax gross-up provisions are disclosed for trustees in AVK proxies .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock Considerations |
|---|---|---|---|
| Guggenheim Funds fund complex | Investment company complex | Trustee | Fund complex ties (Guggenheim affiliates provide distribution/services); typical for closed-end funds; independence monitored via committee charters |
| PPM Funds (former) | Investment funds | Trustee | Ended Dec. 2024; no ongoing interlock |
| Endeavor Health (former) | Non-profit healthcare | Trustee | Ended Dec. 2024 |
Expertise & Qualifications
- The Board cites Mr. Nyberg’s professional training and experience as an attorney and at an asset management firm, contributing experience in financial, regulatory, legal, investment management, and governance matters .
Equity Ownership
| As-of Date | Dollar Range of AVK Equity Securities | Ownership % of Shares Outstanding |
|---|---|---|
| Aug. 4, 2023 | Over $100,000 | <1% individually; <1% as a group |
| July 25, 2024 | Over $100,000 | <1% individually; <1% as a group |
| Aug. 1, 2025 | Over $100,000 | <1% individually; <1% as a group |
Insider Trades (Form 4)
| Date | Transaction | Shares | Price | Total Value | Post-Transaction Holdings |
|---|---|---|---|---|---|
| Oct 17, 2024 | Purchase (Rights Offering) | 3,671 | $11.28 | $41,408 | 14,657 shares |
Governance Assessment
- Independence and tenure: Nyberg is an Independent Trustee with long service (since Fund inception), providing continuity and legal/governance expertise that supports board effectiveness .
- Committee engagement: Membership on both the Audit Committee and Nominating & Governance Committee (comprised of all Independent Trustees) indicates active oversight of financial reporting, auditor independence, trustee succession, independence/conflicts, and advisory contract approvals .
- Attendance: He met or exceeded the ≥75% attendance threshold across FY 2022–FY 2024, supporting engagement; the only attendance shortfalls were noted for the Interested Trustee, not Nyberg .
- Ownership alignment: Beneficial ownership “Over $100,000” across multiple years and the October 2024 Form 4 purchase reinforce alignment; ownership remains under 1% of shares, appropriate for a closed-end fund trustee .
- Compensation trends: Aggregate cash compensation increased from $83,500 (FY 2022) to $94,500 (FY 2023–FY 2024), consistent with elevated board workload (e.g., seven Board meetings in FY 2024); no equity or incentive pay disclosed for trustees, which limits pay-for-performance considerations but can reduce conflicts .
- Transparency notes: Committee charters are not posted on the Fund’s website (but are filed/attached in proxies), and the Board uses a teleconference format for shareholder meetings; lead independent director structure and independent counsel for the Independent Trustees are positives for investor confidence .
- Potential conflicts/RED FLAGS to monitor: Network interlocks via Guggenheim fund complex (industry-standard) and service-provider relationships warrant routine oversight (handled by committees); proxies do not disclose any related-party transactions involving Nyberg, and PWC reported $0 “All Other Fees” and no non-audit services to Advent or its affiliates, supporting auditor independence .
Overall signal: Nyberg’s legal and governance background, consistent attendance, and meaningful personal share ownership support investor confidence; absence of performance-linked director pay is typical for funds, and committee structures/charters mitigate conflict risks despite complex-wide interlocks .