Richard J. Walz

About Richard J. Walz

Richard J. Walz serves as Chief Compliance Officer (CCO) of Bancroft Fund Ltd. (BCV) and has held this officer role since 2015; his principal occupation is CCO for registered investment companies across the Gabelli Fund Complex since 2013 . The proxy discloses his year of birth as 1959 and cites his ongoing CCO responsibilities across the fund complex; education credentials are not disclosed in BCV’s proxy statements . As a fund officer (not a portfolio manager or trustee), no pay‑for‑performance metrics (e.g., TSR, revenue growth, EBITDA growth) are disclosed or used in his compensation at the fund level; the Board receives periodic compliance reports from the CCO as part of its risk oversight framework .

Past Roles

External Roles

Fixed Compensation

• Officer compensation for BCV is generally paid by the Adviser (Gabelli Funds, LLC), not by the Fund; the proxy’s compensation table states it covers Trustees and “officers, if any, who were compensated by the Fund rather than the Adviser,” and lists no officer compensation lines, implying CCO pay is not disclosed at the fund level .
• The Board references a multi‑fund ad hoc Compensation Committee for compensation of the Chief Compliance Officer across the fund complex, indicating CCO compensation is handled on a complex‑wide basis rather than by individual funds .

Items not disclosed for Mr. Walz in BCV proxies: base salary, target/actual bonus, perquisites, pension/retirement benefits, deferred comp, tax gross‑ups .

Performance Compensation

• No equity‑based or option‑based compensation for fund officers is disclosed at BCV; there are no RSU/PSU/option awards, vesting schedules, or performance metric linkages reported for the CCO .
• No clawback provisions, bonus metric definitions, or payout formulas for the CCO are disclosed in the fund proxy .

Equity Ownership & Alignment

• Beneficial ownership by executive officers is reported; Mr. Walz reported no BCV common share ownership as of both year‑ends shown. No officer ownership guidelines or pledging/hedging policy for officers are disclosed in the BCV proxy.

Additional ownership context: The proxy highlights 5%+ holders at the fund level (e.g., Saba Capital 5.1% of common shares as of the 2025 record date), underscoring an activist backdrop that can influence governance and compliance sensitivities; this does not reflect Walz’s personal holdings (which are zero) .

Employment Terms

• Term/status: Officers serve for an indefinite term until resignation/retirement or until a successor is elected and qualifies (standard for fund officers), which applies to the CCO role .
• Compensation governance: The Board references a multi‑fund ad hoc Compensation Committee for the CCO across the Gabelli complex, suggesting compensation decisions are coordinated complex‑wide rather than by BCV alone .
• Severance/change‑of‑control: Not disclosed for the CCO at the fund level; no severance multiples, single/double‑trigger provisions, accelerated vesting terms, or tax gross‑ups are provided in BCV’s proxy .
• Compliance oversight interface: The Board receives periodic reports from the CCO regarding the implementation and testing of the fund’s and service providers’ compliance programs as part of its risk oversight .

Investment Implications

• Alignment: Zero share ownership and the absence of fund‑level equity awards indicate limited direct equity alignment and no mechanical insider selling pressure (no vesting overhang) from the CCO; however, as a non‑investment officer role, this is typical for closed‑end funds .
• Transparency/retention: CCO pay is set and administered at the adviser/complex level (via a multi‑fund ad hoc Compensation Committee), reducing disclosure granularity in BCV filings; retention risk cannot be directly assessed without adviser‑level data, but the long tenure (CCO since 2015 at BCV; complex CCO since 2013) suggests stability .
• Governance/oversight: The Board depends on the CCO’s periodic compliance reporting; a robust compliance function can mitigate operational/regulatory risk—an important factor for funds with activist attention (e.g., Saba Capital at 5.1% common) and for managing control‑share statute dynamics disclosed in the proxy .
• Trading signals: With no disclosed equity awards or ownership, there is no insider‑selling overhang from the CCO. Investors should instead monitor fund‑level governance, activist dynamics, and any changes to complex‑level compensation frameworks for the CCO that could affect oversight quality, though such changes are typically disclosed sparsely at the fund level .

Key gaps: Education, compensation amounts (salary/bonus), incentive metrics, severance/change‑of‑control terms, and pledging/hedging policies for officers are not disclosed in BCV’s proxies; conclusions are limited to role, tenure, and ownership disclosures .