Daniel D. Harding
About Daniel D. Harding
Daniel D. Harding (born 1952) is an Independent Trustee of Bancroft Fund Ltd. (BCV), serving since 2007. He is Managing General Partner of the Global Equity Income Fund and was co‑founder and Chief Investment Officer of Harding Loevner Management LP (1989–2003). Harding chairs BCV’s Audit Committee, is designated the Audit Committee Financial Expert, and serves on the Pricing Committee; he holds CFA and CIC charters and earned his undergraduate degree from Colgate University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harding Loevner Management LP | Co‑founder; Chief Investment Officer | 1989–2003 | Built global investment advisory capability |
| Legg Mason Investment Counsel, LLC | Director; Chair of Investment Committee | 2010–2012 | Governance oversight of investment processes |
| American National Bank | Trust Investment Officer | Pre‑1989 (years not specified) | Fiduciary investment management |
| Rockefeller Family Office | Partner and Associate | Pre‑1989 (years not specified) | Family office asset management |
| TRC (private asset management) | Former Director | Not specified | Board oversight |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Global Equity Income Fund | Managing General Partner | Current | Private investment fund |
| Reef Consulting & Investment | Director | Current | Private equity firm |
| Atlantic Health Systems | Board/Trustee engagement | Current | Non‑profit/healthcare system |
| Ocean Reef Community Foundation | Board/Trustee engagement | Current | Non‑profit |
| Ocean Reef Medical Center Foundation | Board/Trustee engagement | Current | Non‑profit |
| Public company boards (past 5 years, excluding funds) | None disclosed | — | — |
Board Governance
- Independence: Listed among Independent Trustees; not an “interested person” under the 1940 Act .
- Committee assignments: Audit Committee (Chair), Pricing Committee (member); designated Audit Committee Financial Expert .
- Committee activity: Audit Committee met two times in FY 2024; issued the Audit Committee report to include FY 2024 financials .
- Board meetings and attendance: Board met four times in FY 2024; each Trustee then serving attended at least 75% of Board and applicable committee meetings (no individual percentages disclosed) .
- Lead Independent Director: James P. Conn .
- Annual meeting engagement: The Fund does not expect Trustees to attend the annual meeting; no Trustees or nominees attended the May 13, 2024 annual meeting . The 2025 proxy similarly states the Fund does not expect Trustees/nominees to attend the meeting .
| Governance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 4 | 4 |
| Audit Committee meetings | 2 | 2 |
| Attendance threshold disclosure | ≥75% for each Trustee | ≥75% for each Trustee |
Fixed Compensation
- Structure (Fund level): Annual retainer $8,500; $1,000 per Board meeting; $500 per committee meeting; Audit Committee Chair fee $2,000 annual; Nominating Committee Chair $2,000; Lead Independent Trustee $1,000. Out‑of‑pocket expenses reimbursed. Trustees may receive a single meeting fee for multi‑fund participation .
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Trustee) | $8,500 | Paid to Independent and certain Interested Trustees |
| Board meeting fee | $1,000 per meeting | Four regular quarterly meetings in FY 2024 |
| Committee meeting fee | $500 per meeting | All committee members |
| Audit Committee Chair fee | $2,000 annual | Harding qualifies as Chair |
| Reimbursements | Actual expenses | For meeting attendance |
| Aggregate Compensation (USD) | FY 2023 | FY 2024 |
|---|---|---|
| From BCV (Fund) | $15,500 | $14,500 |
| From Fund Complex (number of funds) | $38,000 (3) | $34,250 (3) |
Performance Compensation
| Performance‑based Element | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Equity awards (RSU/PSU/options) | — | — | No director equity awards disclosed; compensation is cash retainers/meeting/chair fees |
| Bonus; performance metrics (TSR, EBITDA, ESG) | — | — | None disclosed for Trustees |
| Clawbacks; severance; CIC provisions | — | — | Not applicable/disclosed for Trustees |
Other Directorships & Interlocks
| Company/Organization | Relationship to Adviser/affiliates | Role | Potential interlock/conflict notes |
|---|---|---|---|
| Reef Consulting & Investment | None disclosed | Director | Private firm; no related‑party transactions disclosed in proxy |
| Atlantic Health Systems; Ocean Reef entities | None disclosed | Board/Trustee engagement | Non‑profit roles; no conflicts disclosed |
| Public company boards | — | — | None disclosed for past five years (excluding funds) |
Expertise & Qualifications
- Designations: CFA and CIC charterholder .
- Audit and financial literacy: Designated Audit Committee Financial Expert; all Audit Committee members financially literate .
- Investment leadership: Co‑founded Harding Loevner; prior CIO; roles at Legg Mason Investment Counsel and Rockefeller Family Office .
- Education: Undergraduate degree from Colgate University .
Equity Ownership
| Measure | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Beneficial ownership (Common Shares) | 2,571 shares; <1% of outstanding | 2,717 shares; <1% of outstanding |
| Dollar range in BCV | C ($10,001–$50,000) | C ($10,001–$50,000) |
| Aggregate dollar range across Fund Complex | E (Over $100,000) | E (Over $100,000) |
- Directors, officers as a group: 3.6% of Common Shares at Dec 31, 2023 ; 3.5% at Dec 31, 2024 .
Insider Trades
| Period | Form 3/4 Compliance | Notes |
|---|---|---|
| FY 2023 | Complied; one late Form 4 by another trustee (van Ekris); no issues cited for Harding | Proxy does not enumerate individual transactions |
| FY 2024 | Complied; no late filings noted | Proxy does not enumerate individual transactions |
Governance Assessment
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Strengths
- Independence and role clarity: Harding is an Independent Trustee, chairs the Audit Committee, and is designated the Audit Committee Financial Expert—signals robust financial oversight and board effectiveness .
- Attendance and committee activity: Board held four meetings; Audit Committee met twice; Trustees satisfied the ≥75% attendance threshold—adequate engagement (though individual attendance not disclosed) .
- Compensation conservatism: Cash‑only retainers and modest chair fees; no equity grants to directors—limits pay‑for‑performance misalignment risk for a CEF governance context .
- Conflicts: Proxy discloses no beneficial interests by Harding in adviser‑controlled affiliates (contrasted with certain other trustees); Section 16(a) compliance reported with no Harding exceptions—lower conflict/red‑flag profile .
-
Watch‑items / RED FLAGS
- Annual meeting participation: The Fund does not expect Trustee attendance, and none attended the 2024 annual meeting—potential investor‑engagement red flag for accountability optics .
- Ownership alignment: Harding’s direct BCV ownership is small (<1% of shares; dollar range “C”)—typical for CEF trustees but offers limited “skin in the game” alignment vs. operating companies .
- Transparency limits: Individual attendance rates and detailed director‑by‑director engagement metrics are not disclosed; insider transaction details are not itemized in proxies .
-
Net view
- Harding’s audit leadership and financial credentials support board oversight quality. Absence of disclosed related‑party transactions or adviser‑affiliate interests for Harding is a positive governance signal. Limited personal ownership and non‑attendance at shareholder meetings modestly temper investor confidence optics but are common across the Fund’s board practices .