John S. Koudounis
About John S. Koudounis
John S. Koudounis (born 1966) is a nominee to serve as a trustee of Calamos Dynamic Convertible and Income Fund (CCD). He has served as President and Chief Executive Officer of Calamos Asset Management, Inc., Calamos Investments LLC, Calamos Advisors, Calamos Wealth Management LLC, and Calamos Financial Services LLC since 2016, and as Chairman and Chief Executive Officer of Calamos Antetokounmpo Asset Management LLC since 2022; previously he was President and CEO of Mizuho Securities USA Inc. (2010–2016). If elected, he would serve a three-year term beginning September 1, 2025 (or such other date as determined), overseeing 70 portfolios; he has “more than 25 years of experience in the financial services industry.”
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mizuho Securities USA Inc. | President & Chief Executive Officer | 2010–2016 | Not disclosed in CCD proxy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Calamos Antetokounmpo Asset Management LLC | Chairman & Chief Executive Officer | Since 2022 | Not disclosed in CCD proxy |
| Calamos Asset Management, Inc. (and affiliates) | President & CEO; Director (CAM) | Since 2016 | Not disclosed in CCD proxy |
Fixed Compensation
- The Funds do not compensate any trustees who are “interested persons” of Calamos Advisors (i.e., affiliated executives). As an affiliated executive, Koudounis receives $0 compensation from CCD; any compensation would be paid by Calamos Advisor affiliates and is not disclosed in this proxy.
| Category | Amount | Notes |
|---|---|---|
| Interested trustees/officers (affiliated with Calamos Advisors) | $0 | No fund-level compensation |
| Non-interested trustee annual retainer | $210,000 | Fund-complex service |
| Lead Independent Trustee supplemental retainer | $40,000 | Annual |
| Audit Committee Chair supplemental retainer | $20,000 | Annual |
| Other Committee Chair supplemental retainer | $10,000 | Annual |
| Special meeting fee (in person) | $7,000 | Per meeting |
| Special meeting fee (telephonic) | $3,500 | Per meeting |
Performance Compensation
- No fund-level performance incentive structure applies to Koudounis; the Funds do not pay compensation to interested persons. Any performance-based incentives would be at the Calamos adviser level and are not disclosed in this proxy.
Equity Ownership & Alignment
| Security | Holder | Shares | % Outstanding | As Of |
|---|---|---|---|---|
| CCD Common | John S. Koudounis | 0 | 0% (derived from 0 shares and 27,054,934 outstanding) | Mar 31, 2025 |
| CSQ Common | John S. Koudounis | 15,830 | <1% | Mar 31, 2025 |
| CCD Common | John P. Calamos, Sr. | 1,450,159 | 5.4% | Mar 31, 2025 |
| Fund | Dollar Range Reported for Koudounis |
|---|---|
| CCD | None |
| CSQ | Over $100,000 |
| CCD Capitalization Snapshot | Count |
|---|---|
| CCD Common Shares Outstanding (record date) | 27,054,934 |
| CCD Preferred Shares Outstanding (record date) | 3,670,000 |
Additional observations:
- As of March 31, 2025, trustees and officers as a group held 1,388,960 CCD common shares (5.2%).
- The proxy notes that trustees and officers complied with Section 16(a) ownership reporting requirements in the last fiscal year.
Pledging/Hedging/Ownership Guidelines:
- The CCD proxy discloses beneficial ownership and dollar ranges but does not disclose stock ownership guidelines, pledging, or hedging policies for executives or trustees. (Not disclosed in CCD proxy)
Employment Terms
| Role | Status | Term Length | Term Start (If Elected) | Portfolios Overseen |
|---|---|---|---|---|
| Trustee (CCD and fund complex) | Nominee; “interested person” | 3 years | September 1, 2025 (or such other date) | 70 |
Investment Implications
- Pay-for-performance alignment at the fund level is limited: as an affiliated executive, Koudounis receives $0 from CCD, and the proxy contains no fund-level performance metrics or vesting structures for him, implying incentives are determined at the adviser (Calamos) level and are not transparent to CCD shareholders through this filing.
- Skin-in-the-game for CCD is minimal for Koudounis (0 CCD shares), reducing direct alignment and lowering near-term insider selling pressure tied to his holdings; in contrast, sponsor alignment is meaningful via John P. Calamos Sr.’s 5.4% CCD stake.
- Retention and change-in-control economics for Koudounis are outside the fund and not disclosed here; investors should rely on adviser-level documents for severance, CIC, clawback, and performance metric design—these are key levers but not available in this proxy.
- Governance: As a nominee/“interested person,” Koudounis would not receive fund-level trustee pay and would not sit on independent board committees; oversight of financial reporting rests with an independent audit committee as listed in the proxy, supporting governance separation between management and oversight.
Citations:
- Biography, roles, nominee status, term, portfolios overseen:
- Fund-level compensation policy and trustee fee schedule:
- Beneficial ownership counts/percentages and Koudounis holdings:
- Dollar ranges of holdings and CCD outstanding shares:
- Section 16(a) compliance statement and audit committee listing: