John P. Calamos, Sr.
About John P. Calamos, Sr.
Chairman, Trustee, and President of Calamos Dynamic Convertible and Income Fund (CCD) since 2015; year of birth 1940; designated an “interested person” under the 1940 Act because he is an officer of the Funds and an affiliated person of Calamos Advisors LLC and Calamos Financial Services LLC. Founder, Chairman, and Global Chief Investment Officer of Calamos Asset Management, Inc. (CAM), Calamos Investments LLC (CILLC), Calamos Advisors, and Calamos Wealth Management LLC; MBA credential noted in the proxy. CILLC reported $40B in assets under management as of December 31, 2024, providing scale and resources to support the Funds’ investment mandates. President of each Calamos closed-end fund, including CCD, with board service term currently expiring at the 2026 annual meeting.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Calamos Asset Management, Inc. (CAM) | Founder, Chairman, Global CIO; Director of CAM | Not disclosed | Built and oversees the investment platform that manages the Funds; leadership spans portfolio management and governance. |
| Calamos Investments LLC (CILLC), Calamos Advisors LLC, Calamos Wealth Management LLC | Founder, Chairman, Global CIO; previously CEO of CAM, CILLC, Calamos Advisors, and CWM; previously CEO of CFS | Not disclosed | Direct involvement in investment decision-making and operating leadership across the advisor and distribution entities serving the Funds. |
| Calamos Financial Services LLC (CFS) | Previously Chief Executive Officer | Not disclosed | Led distribution/underwriting functions for fund complex; alignment with product strategy and investor relations. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Calamos Antetokounmpo Asset Management LLC (CGAM) | Global Chief Investment Officer | Not disclosed | Extends CIO responsibilities to affiliated strategies, reinforcing investment leadership breadth. |
| CAM Board | Director | Not disclosed | Board-level oversight at the manager of CILLC, impacting advisory strategy and governance. |
Fixed Compensation
| Component | CCD (Fund) | Notes |
|---|---|---|
| Base salary | $0 | Funds do not compensate trustees who are “interested persons” of Calamos Advisors. |
| Annual retainer (director) | $0 | Non-interested trustees receive $210,000 retainer; Mr. Calamos, as an interested trustee, receives $0. |
| Committee chair fees | $0 | Non-interested trustee committee chair fees apply only to independent trustees. |
| Meeting fees | $0 | Non-interested trustees receive special meeting fees; Mr. Calamos receives $0. |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable at the fund level | — | — | — | — | — |
| Notes | CCD’s proxy does not disclose any fund-level incentive plan, performance metrics, or equity awards for Mr. Calamos; as an interested trustee/officer, he is not compensated by the Funds. |
Equity Ownership & Alignment
| Item | CCD Detail |
|---|---|
| Beneficial ownership (dollar range, CCD) | Over $100,000 (as of March 31, 2025) |
| Indirect beneficial ownership note | May be deemed to have indirect beneficial ownership of Fund shares held by CILLC, its subsidiaries, and parent companies (CAM, CPL, CFP) due to his direct/indirect ownership interests. |
| Shares outstanding (CCD, record date May 5, 2025) | 27,054,934 common; 3,670,000 preferred |
| Pledging/Hedging | Not disclosed in proxy materials. |
| Ownership guidelines (director/executive) | Not disclosed in proxy materials. |
Board Governance
- Role and independence: Chairman, Trustee, and President (CCD); designated an “interested person” due to officer status and affiliations with Calamos Advisors and CFS.
- Board service history: Trustee of CCD since 2015; current term expires at the 2026 annual meeting.
- Lead Independent Trustee: John E. Neal (Lead Independent since July 2019).
- Committee memberships and chairs (committees composed of non-interested trustees):
- Audit Committee: Neal, Rybak (Chair), Toub, Wennlund, Breen, Stuckey.
- Governance Committee: Neal, Rybak, Toub, Wennlund, Breen (Chair), Stuckey.
- Valuation Committee: Neal, Rybak, Toub, Wennlund (Chair), Breen, Stuckey.
- Meeting cadence FY 2024: Board 6; Audit 4; Governance 2; Valuation 4; all trustees/committee members attended at least 75% of meetings.
Director Compensation (Context for CCD Board)
| Non-Interested Trustee Compensation Structure | Amount |
|---|---|
| Annual retainer | $210,000 |
| Lead Independent supplemental retainer | $40,000 |
| Audit Chair supplemental retainer | $20,000 |
| Other committee chair supplemental retainer | $10,000 |
| Special meeting fees (in-person / telephone) | $7,000 / $3,500 |
| Mr. Calamos (interested trustee) | $0 from Funds |
Employment Terms
- Advisory arrangements: CCD (and the Calamos closed-end fund complex) maintains Investment Management Agreements with Calamos Advisors LLC, which provides portfolio management in consideration for fees based on each Fund’s managed assets.
- Severance/change-of-control, non-compete, clawbacks, deferred comp (executive): Not disclosed for Mr. Calamos in CCD proxy materials; fund-level deferred compensation plan applies only to non-interested trustees (example: Mr. Neal’s deferred account value disclosed).
- Related-party transactions: The advisory relationship with Calamos Advisors (affiliated with Mr. Calamos) is a related-party arrangement inherent to the fund structure.
Performance & Track Record
- Fund-level performance metrics tied to Mr. Calamos’ compensation are not disclosed; CCD proxy does not provide TSR or EBITDA growth for executive pay analysis.
- Background and credentials emphasize investment leadership and MBA qualification; no specific fund-level execution KPIs tied to individual compensation are provided in the proxy.
External Directorships & Interlocks
- CAM Director; affiliated executive leadership and CIO roles across CAM, CILLC, Calamos Advisors, CWM, and CGAM, indicating extensive interlocks within the Calamos organization.
Compensation Structure Analysis
- Fund-level pay-for-performance linkage: Not applicable—interested trustees (including Mr. Calamos) are not compensated by the Funds.
- Equity awards/options, vesting schedules, and insider selling pressure: Not disclosed in CCD proxy; any Section 16 trading activity would be outside these materials.
- Mix shift, repricing, tax gross-ups, severance multipliers: Not disclosed.
Risk Indicators & Red Flags
- Dual role and independence: As Chairman, Trustee, and President, and an affiliated “interested person,” governance independence relies on Lead Independent Trustee and independent committees, which is typical in closed-end fund structures but does present inherent conflict-of-interest considerations.
- Related-party advisory arrangement: Fees paid to Calamos Advisors (affiliate) are standard but constitute related-party exposure requiring continued oversight.
- Pledging/hedging, legal proceedings, say-on-pay outcomes: Not disclosed in the CCD proxy.
Investment Implications
- Alignment: Mr. Calamos reports “Over $100,000” beneficial ownership in CCD, plus potential indirect ownership via Calamos-affiliated entities, signaling skin-in-the-game and long-standing investment leadership, though precise share counts and pledged shares are not disclosed.
- Governance checks: Independent Audit, Governance, and Valuation Committees and a Lead Independent Trustee support oversight; attendance metrics indicate active board engagement.
- Pay signals: No fund-level compensation or incentive metrics for Mr. Calamos—analysis of pay-for-performance must focus on the affiliated advisor’s economics; monitoring advisory fee structures and any changes becomes more relevant than traditional CEO pay benchmarking.
- Trading signals: CCD proxy does not provide vesting schedules or Form 4 activity; investors should monitor Section 16 filings for any insider transactions to assess potential selling pressure.