James P. Conn
About James P. Conn
Lead Independent Trustee of Bancroft Fund Ltd. (BCV) since 2015, born 1938; former senior business executive at Transamerica Corp. including service as Chief Investment Officer, and Former Managing Director & Chief Investment Officer of Financial Security Assurance Holdings, Ltd. (1992–1998). Holds a Bachelor’s degree in Business Administration from Santa Clara University. Oversees 23 portfolios across the Gabelli Fund Complex and presides over executive sessions as Lead Independent Trustee, acting as liaison among service providers and trustees between meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial Security Assurance Holdings, Ltd. | Managing Director & Chief Investment Officer | 1992–1998 | Senior investment leadership |
| Transamerica Corp. (insurance holding company) | Senior Business Executive; Chief Investment Officer | Not disclosed | Led investment function; served as CIO |
| Several public companies (banking and other industries) | Director; Lead Director/Committee Chair | Not disclosed | Lead director and/or chair of various committees (companies not named) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards (past five years) | None disclosed | — | “Other directorships during the past five years (excluding other funds)”: none reported for Conn |
| Other funds in Gabelli Fund Complex | Trustee; committee member | Ongoing | Serves on comparable/other board committees for funds on which he sits; oversees 23 portfolios |
Board Governance
- Independence: The Board states all trustees other than Mario J. Gabelli, Agnes Mullady, Jane D. O’Keeffe, and Christina A. Peeney are Independent Trustees; Conn is Independent.
- Role: Appointed Lead Independent Trustee; presides over executive sessions and serves as liaison on agenda and board matters between meetings.
- Committees: Member of the Fund’s Pricing Committee and the ad hoc Proxy Voting Committee; not listed as Audit or Nominating Committee member.
- Term/Class: Serves in the class of Trustees whose term expires at the 2026 Annual Meeting of Shareholders.
- Attendance: Board met four times in FY ended Sept 30, 2024; each Trustee attended at least 75% of Board and applicable committee meetings. The Fund does not expect trustees to attend the annual shareholder meeting; no trustee attended the May 13, 2024 annual meeting.
Fixed Compensation
| Component | Amount/Policy | Period | Notes |
|---|---|---|---|
| Annual retainer (Independent Trustees) | $8,500 | FY ended Sept 30, 2024 | Fixed cash retainer |
| Board meeting fee | $1,000 per meeting attended | FY ended Sept 30, 2024 | Four regular quarterly meetings held |
| Committee meeting fee | $500 per committee meeting attended | FY ended Sept 30, 2024 | Applies to all Board committee members |
| Lead Independent Trustee fee | $1,000 annual fee | FY ended Sept 30, 2024 | Additional leadership retainer |
| Aggregate compensation from BCV | $13,500 | FY ended Sept 30, 2024 | Conn-specific total from BCV |
| Aggregate compensation from Fund Complex | $288,500 (23 portfolios) | Calendar year 2024 | Conn-specific total across complex |
Performance Compensation
| Metric/Instrument | Structure | Detail |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed | No director equity grant disclosures found in proxy |
| Option awards | Not disclosed | No option grant disclosures found for directors |
| Bonus/Performance cash | Not disclosed | No performance-based cash disclosed for directors |
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed | No performance conditions tied to director pay disclosed |
| Clawback/Severance/Change-in-control | Not disclosed | No director-specific provisions disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (past 5 years) | None disclosed for Conn (excluding other funds managed by the Adviser) |
| Fund Complex roles | Serves on comparable/other committees at other Gabelli funds; oversees 23 portfolios |
| Interests in Adviser-affiliated entities | PMV Consumer Acquisitions Corp. warrants valued at $3; less than 1% of class (Independent Trustee interest disclosure for persons under common control with the Adviser) |
Expertise & Qualifications
- Investment leadership experience as CIO at Transamerica and FSA Holdings; board leadership (lead director/chair) across several public companies; and broad oversight across regulated, publicly traded fund entities.
- Education: Bachelor’s degree in Business Administration, Santa Clara University.
- Portfolio oversight: 23 portfolios overseen in Fund Complex.
Equity Ownership
| Holder | Security | Amount | % of Shares Outstanding | Dollar Range in BCV | Aggregate Dollar Range in Fund Complex | Valuation Date |
|---|---|---|---|---|---|---|
| James P. Conn | BCV Common Shares | 1,000 | <1% | C ($10,001–$50,000) | E (Over $100,000) | Dec 31, 2024 |
- Pledging/Hedging: No pledging or hedging disclosures found for Conn.
- Additional note: Trustees and officers as a group hold 3.5% of total common shares; Conn individually holds <1%.
Governance Assessment
- Board effectiveness: Conn’s Lead Independent Trustee role, executive session leadership, and liaison duties indicate strong governance engagement; committee work on Pricing and ad hoc Proxy Voting adds transactional and stewardship oversight.
- Independence and conflicts: Conn is classified as Independent; minimal disclosed interest ($3 in PMV Consumer Acquisitions Corp. warrants) in an Adviser-affiliated entity appears immaterial but indicates some network exposure—monitor for changes.
- Attendance and engagement: Met the ≥75% attendance threshold for FY 2024; however, trustees did not attend the May 13, 2024 annual shareholder meeting—common in fund complexes but a potential shareholder engagement gap.
- Compensation alignment: Modest, cash-only structure with no performance-equity or option awards; small personal shareholding (1,000 shares) and dollar range C in BCV provide limited direct economic alignment, partially offset by broader complex holdings (aggregate E).
- Committee coverage: Not on Audit or Nominating; Audit is chaired by Daniel Harding (Audit Committee Financial Expert), and Nominating is chaired by Michael Melarkey—Conn’s focus remains leadership and transactional/proxy-related oversight.
- RED FLAGS:
- No shareholder meeting attendance by any trustee in 2024 (potential engagement concern).
- Affiliated network exposure (albeit de minimis) via Adviser-controlled entities—monitor for any expanded related-party transactions.