Ketu Desai
About Ketu Desai
Independent Trustee of Saba Capital Income & Opportunities Fund (BRW) since July 2020; member of the Audit and Nominating & Corporate Governance Committees. Background spans credit, relative value, and wealth management: founding partner and Principal at i-squared Wealth Management (since 2016), CIO at Centerfin (2020–2024), Investment Analyst at Lighthouse Investment Partners (2007–2016), and prior M&A analyst at Credit Suisse. Education includes a B.A. in Economics (Stony Brook), M.S. in Economics (NYU), and MBA from NYU Stern with concentrations in Finance, Financial Instruments & Markets, and Entrepreneurship & Innovation. DOB: 07/02/1982. Independence: not an “interested person” under the 1940 Act.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| i-squared Wealth Management, Inc. | Founding Partner & Principal | 2016–present | Private wealth investment management; leadership/portfolio oversight. |
| Centerfin | Chief Investment Officer | 2020–2024 | CIO responsibilities; investment strategy oversight. |
| Lighthouse Investment Partners, LLC | Investment Analyst (Credit) | 2007–2016 | Member, Relative Value committee; portfolio allocation and risk across fixed income, credit, event-driven, mortgage, distressed strategies. |
| Credit Suisse | M&A Investment Banking Analyst | Prior to 2007 | Transaction execution in M&A. |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Saba Capital Income & Opportunities Fund II | Independent Trustee | Since Feb 2023 | Audit Committee member. |
| ASA Gold and Precious Metals Limited Fund | Director | Since 2024 | Audit Committee member. |
Board Governance
- Committees: Audit Committee (member; Chair is Karen Caldwell, designated Audit Committee Financial Expert) and Nominating & Corporate Governance Committee (member; Chair is Thomas Bumbolow).
- Independence: Desai is an Independent Trustee; Board comprises five members, four independent.
- Board leadership: Chair is an Interested Trustee (Andrew Kellerman; partner at Saba Capital).
- Meetings/attendance context:
- No Trustees attended the Fund’s annual meeting on June 20, 2024 (teleconference).
- FY ended Oct 31, 2024 meetings: Board (4), Audit Committee (3), Nominating Committee (1).
| Governance Metric | FY 2024 |
|---|---|
| Board Meetings Held | 4 |
| Audit Committee Meetings Held | 3 |
| Nominating Committee Meetings Held | 1 |
- Compensation governance: No standing compensation committee; Independent Trustees collectively consider Trustee and officer compensation.
Fixed Compensation
- Program: Independent Trustees receive an annual cash retainer of $15,000 paid quarterly; Audit Committee Chair receives an additional $7,500. Reasonable expenses reimbursed; Board may designate other meetings as compensable.
- Individual (FY ended Oct 31, 2024):
- Aggregate Compensation from BRW: $15,000.
- Total Compensation from Fund Complex (BRW + BRW II): $30,000.
| Component | FY 2024 Amount |
|---|---|
| Annual Retainer (Independent Trustees) | $15,000 |
| Audit Committee Chair Premium (not applicable to Desai) | $7,500 (paid to Chair) |
| Desai – Aggregate Compensation from BRW | $15,000 |
| Desai – Total Compensation from Fund Complex | $30,000 |
Performance Compensation
- No performance-based compensation elements (no equity awards, options, or disclosed performance metrics) for Trustees; proxy discloses only cash retainer and chair fee.
| Performance Element | Structure | FY 2024 Detail |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | Not part of Trustee pay | None disclosed |
| Variable/bonus tied to metrics | Not part of Trustee pay | None disclosed |
| Performance Metrics (TSR, revenue, EBITDA, ESG) | Not applicable to Trustees | None disclosed |
Other Directorships & Interlocks
| Board | Role | Committee Roles | Potential Interlocks / Notes |
|---|---|---|---|
| Saba Capital Income & Opportunities Fund II | Independent Trustee | Audit Committee member | Same adviser (Saba Capital) across complex; cross-board service increases continuity but could raise perceived alignment questions; majority of BRW Board is independent. |
| ASA Gold and Precious Metals Limited Fund | Director | Audit Committee member | External fund board; no disclosed related-party transactions with BRW. |
- Conflicts mitigants: As of record date, none of the Independent Trustees nor their immediate family owned shares of the Adviser or entities controlling/controlled by the Adviser.
Expertise & Qualifications
- Credit/relative value, risk management, and committee experience (Relative Value committee at Lighthouse; CIO role at Centerfin).
- Education: BA Economics (Stony Brook), MS Economics (NYU), MBA (NYU Stern; Finance, Financial Instruments & Markets, Entrepreneurship & Innovation).
- Fund governance experience across multiple boards and audit committees.
Equity Ownership
- Dollar range of BRW shares beneficially owned (as of Mar 31, 2025): None.
- Shares outstanding (Record Date Apr 24, 2025): 42,529,493.52; with no holdings, effective ownership is 0%.
- Pledging/Hedging: The Fund’s Codes of Ethics prohibit short-term trading in Fund shares by insiders; personal trading subject to pre-clearance/reporting; no pledging by Trustees disclosed.
| Ownership Metric | As of Date | Value |
|---|---|---|
| Dollar Range of BRW Shares | Mar 31, 2025 | None |
| BRW Shares Outstanding | Apr 24, 2025 | 42,529,493.52 |
| Desai Ownership % | Mar/Apr 2025 | 0% (derived from “None” holdings vs. shares outstanding) |
Governance Assessment
- Strengths:
- Independence and multi-fund audit committee experience support robust oversight of financial reporting and auditor independence.
- Board majority is independent; Nominating Committee charter emphasizes independence, conflicts screening, and Board evaluation processes.
- Potential concerns / RED FLAGS:
- No personal share ownership in BRW as of Mar 31, 2025, limiting direct economic alignment (“skin in the game”).
- No Trustees attended the 2024 annual meeting (engagement signal); this includes Independent Trustees.
- Board chaired by an Interested Trustee affiliated with the Adviser (common in funds but can raise perceived conflict risk); however, 4 of 5 trustees are independent and committees are fully independent.
- Compensation design:
- Pure cash retainer structure; absence of equity or performance-based elements reduces alignment with shareholder outcomes but is typical for registered investment company boards; no meeting-level detail disclosed beyond possibility of compensable meetings.
- Compliance and conflicts:
- Section 16(a) reporting compliance affirmed; no Independent Trustee or immediate family ownership in the Adviser or its control affiliates as of Record Date, which reduces related-party exposure.
Overall: Desai’s audit and investment background and cross-fund governance roles are positives for board effectiveness. The lack of BRW share ownership and missed annual meeting attendance are notable engagement/alignment flags for investors to monitor, particularly given the Chair’s Adviser affiliation counterbalanced by independent committee structures.