Christopher M. Toub
About Christopher M. Toub
Christopher M. Toub (born 1959) is an independent trustee of Calamos Dynamic Convertible and Income Fund (CCD) and other Calamos closed-end funds, serving since 2019. He is a private investor and formerly Director of Equities at AllianceBernstein LP until 2012, with more than 25 years of financial services experience and an MBA. His current trustee term for CCD expires at the 2026 annual meeting. He has been designated by the board as an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AllianceBernstein LP | Director of Equities | Until 2012 | Senior investment leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | None disclosed for public company boards or other listed entities |
Board Governance
- Committee memberships: Audit Committee (member; chair: William R. Rybak), Governance Committee (member; chair: Virginia G. Breen), Valuation Committee (member; chair: Lloyd A. Wennlund). All are constituted solely of independent trustees under NASDAQ rules; Mr. Toub is designated an Audit Committee Financial Expert.
- Independence: Mr. Toub serves as a non-interested, independent trustee under the Investment Company Act; all three committees are composed entirely of independent trustees.
- Attendance and engagement: In FY ended October 31, 2024, all trustees and committee members then serving attended at least 75% of board and applicable committee meetings. CCD’s FY24 meeting counts: Board (6), Audit (4), Governance (2), Valuation (4).
- Tenure and term: Trustee since 2019; CCD term ends at the 2026 annual meeting. Lead Independent Trustee of the Calamos fund boards is John E. Neal (since July 2019).
CCD FY2024 Meeting Counts
| Committee | Meetings Held |
|---|---|
| Board of Trustees | 6 |
| Audit Committee | 4 |
| Governance Committee | 2 |
| Valuation Committee | 4 |
Fixed Compensation
- Compensation framework (non-interested trustees): Annual retainer $210,000; supplemental retainers $40,000 (Lead Independent Trustee), $20,000 (Audit Chair), $10,000 (other committee chairs); special meeting fees $7,000 in-person or $3,500 telephonic. Mr. Toub is not a chair or Lead Independent Trustee, so he receives the base retainer and any applicable meeting fees.
- Deferred compensation plan available to non-interested trustees (elective): amounts credited track Class I shares of designated Calamos funds; payouts as lump sum or 5 annual installments post-retirement; no disclosure that Mr. Toub participates.
FY2024 Trustee Compensation Paid (by fund and complex)
| Name | CHI | CHY | CSQ | CGO | CHW | CCD | CPZ | Fund Complex Total |
|---|---|---|---|---|---|---|---|---|
| Christopher M. Toub | $7,255 | $7,725 | $19,605 | $2,241 | $4,754 | $5,403 | $3,737 | $221,250 |
Compensation Structure (CCD Board)
| Component | Amount / Policy |
|---|---|
| Annual retainer (non-interested trustees) | $210,000 |
| Supplemental retainer (Lead Independent Trustee) | $40,000 |
| Supplemental retainer (Audit Chair) | $20,000 |
| Supplemental retainer (Other committee chairs) | $10,000 |
| Special meeting fee (in-person) | $7,000 |
| Special meeting fee (telephonic) | $3,500 |
Performance Compensation
- Equity awards, options, PSUs, performance bonuses: None disclosed for trustees; compensation is cash-based retainers and meeting fees; no performance metrics, incentives, severance or change-of-control provisions apply to trustees in the proxy.
- Deferred compensation: elective, tracks value of designated funds; not performance-contingent; no specific participation disclosure for Mr. Toub.
| Metric | Status |
|---|---|
| RSUs/PSUs granted | None disclosed |
| Stock options | None disclosed |
| Performance metric-based pay (e.g., TSR/EBITDA targets) | None disclosed |
| Severance/change-of-control for trustees | None disclosed |
| Clawbacks/tax gross-ups (trustee pay) | None disclosed |
| Deferred compensation election | Plan available; participation not disclosed for Mr. Toub |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks / Counterparty Ties |
|---|---|---|---|
| — | — | — | None disclosed for Mr. Toub in the proxy. |
Expertise & Qualifications
- More than 25 years in financial services; MBA.
- Audit Committee Financial Expert designation.
- Prior equity leadership at AllianceBernstein LP.
Equity Ownership
- CCD share ownership: Mr. Toub beneficially owned 0 CCD common shares as of March 31, 2025; CCD had 27,054,934 common shares outstanding (0% ownership).
- Other Calamos funds: He held 3,000 CPZ common shares as of March 31, 2025; dollar-range for CPZ reported as $10,001–$50,000. Aggregate dollar range of holdings across the Calamos fund family reported as “Over $100,000.”
Beneficial Ownership Detail (as of March 31, 2025)
| Fund | Shares Owned | % of Outstanding | Dollar Range (Trustee Table) |
|---|---|---|---|
| CCD | 0 | 0.00% (27,054,934 outstanding) | None |
| CPZ | 3,000 | — | $10,001–$50,000 |
| Calamos Fund Family (aggregate) | — | — | Over $100,000 |
Governance Assessment
- Strengths: Independent status; multi-committee service (Audit, Governance, Valuation); Audit Committee Financial Expert designation; board meeting attendance exceeded 75% threshold in FY24; balanced committee leadership (not concentrated) enhances checks and balances.
- Alignment concerns: Zero CCD share ownership as of March 31, 2025 suggests limited direct economic alignment with CCD common shareholders; no trustee stock-ownership guidelines disclosed in the proxy.
- Compensation signals: Cash-only retainer with no equity or performance-linked incentives; Mr. Toub is not a committee chair or Lead Independent Trustee (i.e., does not receive supplemental retainers), mitigating pay inflation risk but limiting performance tie-ins.
- Conflicts/related-party: No related-party transactions or conflicts involving Mr. Toub disclosed; fund advisory relationship with Calamos Advisors is standard and overseen by independent committees.
- Overall: Technically strong governance profile and independence, but lack of CCD share ownership and absence of ownership guidelines are modest alignment red flags for investors focused on “skin in the game.”
RED FLAGS
- 0 CCD shares owned as of March 31, 2025 (0% of outstanding), weakening direct alignment with CCD common shareholders.
- No disclosed director stock-ownership guidelines applicable to trustees. (no guideline disclosure)
- No individual attendance percentages disclosed (only >75% threshold), limiting granular engagement assessment.