Karen L. Stuckey
About Karen L. Stuckey
Independent trustee of Calamos Dynamic Convertible & Income Fund (CCD) since 2019, born in 1953, with more than 25 years in financial services; former Partner at PricewaterhouseCoopers (1990–2012) after prior roles from 1975–1990; served on Lehigh University’s Executive, Nominating, and Audit Committees and chaired the Finance Committee (1992–2006), and is an Emeritus Trustee (since 2007); previously Trustee on the Denver Board of Oppenheimer Funds (2012–2019). She oversees 68 portfolios across the Calamos fund complex and is designated by the board as an audit committee financial expert, reflecting deep accounting and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Partner; earlier various positions | Partner 1990–2012; positions 1975–1990 | Senior audit/finance leadership experience; governance-relevant accounting oversight |
| Lehigh University | Emeritus Trustee; Chair, Finance Committee; Member, Executive/Nominating/Audit Committees | Chair 1992–2006; Emeritus since 2007 | Finance leadership; multi-committee governance experience |
| Oppenheimer Funds (Denver Board) | Trustee | 2012–2019 | Investment company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Current public company boards | None disclosed | — | Proxy lists prior directorships; no current public company boards for Stuckey |
Board Governance
- Committee assignments: Audit Committee member (Audit Chair: William R. Rybak); Governance Committee member (Chair: Virginia G. Breen); Valuation Committee member (Chair: Lloyd A. Wennlund) .
- Independence and expertise: Classified as “independent” under NASDAQ rules and “not an interested person” under the 1940 Act; board determined she is financially literate and an audit committee financial expert .
- Attendance and engagement: All trustees and committee members attended at least 75% of board and applicable committee meetings in fiscal year ended Oct 31, 2024; board held 6 meetings, Audit 4, Governance 2, Valuation 4 for CCD in FY2024; six trustees attended the 2024 annual meeting .
- Tenure and term: Trustee of CCD since 2019; term scheduled to expire at the 2027 annual meeting (staggered board classes) .
Committee Summary
| Committee | Role | Chair | Independence Status | Financial Expert Designation |
|---|---|---|---|---|
| Audit | Member | William R. Rybak | Independent, not an interested person | Yes (board-designated) |
| Governance | Member | Virginia G. Breen | Independent, not an interested person | Not specified |
| Valuation | Member | Lloyd A. Wennlund | Independent, not an interested person | Not specified |
Fixed Compensation
- Structure: Non-interested trustees receive an annual retainer of $210,000; supplemental retainers: $40,000 for Lead Independent Trustee, $20,000 for Audit Chair, $10,000 for other committee chairs; special meeting fees: $7,000 in-person, $3,500 by telephone .
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual retainer (non-interested trustees) | $210,000 | Standard trustee retainer |
| Supplemental retainer – Lead Independent Trustee | $40,000 | Applies to lead independent trustee only |
| Supplemental retainer – Audit Chair | $20,000 | Applies to audit committee chair |
| Supplemental retainer – Other Committee Chairs | $10,000 | Applies to chairs of other committees |
| Special board meeting fee (in-person) | $7,000 | Per special in-person meeting |
| Special board meeting fee (telephone) | $3,500 | Per special telephonic meeting |
- Fiscal year payments: For FY ended Oct 31, 2024, Stuckey received $5,669 from CCD and $231,250 across the Fund Complex .
| Trustee | CCD FY2024 Fees (USD) | Fund Complex FY2024 (USD) |
|---|---|---|
| Karen L. Stuckey | $5,669 | $231,250 |
- Deferred compensation: A plan exists for non-interested trustees to defer fees into accounts tracking Class I fund shares; example value disclosed for Mr. Neal ($3,153,951 as of Oct 31, 2024). No individual deferred balance disclosed for Stuckey .
Performance Compensation
| Performance Component | Metric/Threshold | Disclosure |
|---|---|---|
| Bonuses/PSUs/Options | N/A | Proxy describes trustee compensation as cash retainers and fees; no performance-based or equity awards for trustees disclosed |
Other Directorships & Interlocks
| Organization | Type | Role | Tenure | Potential Interlock/Conflict |
|---|---|---|---|---|
| Oppenheimer Funds (Denver Board) | Investment company | Trustee | 2012–2019 | Prior role; no current interlock disclosed |
| Lehigh University | Non-profit/academic | Finance Chair; Executive/Nominating/Audit committees; Emeritus Trustee | Chair 1992–2006; Emeritus since 2007 | Non-profit governance; no commercial conflict indicated |
Expertise & Qualifications
- More than 25 years of financial services industry experience, including senior audit/financial leadership at PwC; deep board experience across investment companies .
- Board-designated audit committee financial expert; financially literate; independent status under NASDAQ rules and 1940 Act .
- Oversight across 68 portfolios in the Calamos fund complex, indicating broad governance scope .
Equity Ownership
- Beneficial ownership (March 31, 2025): Stuckey owned 0 CCD shares; “None” dollar range for CCD and other listed funds; aggregate dollar range of shares in the Calamos family of investment companies reported as “Over $100,000” (implies holdings elsewhere in the family, but not in CCD) .
| Measure | CCD | As of |
|---|---|---|
| Beneficial shares owned | 0 | March 31, 2025 |
| Dollar range (CCD) | None | March 31, 2025 |
| Aggregate dollar range (family of investment companies) | Over $100,000 | March 31, 2025 |
- Section 16 compliance: Trustees and officers complied with all applicable Section 16(a) filing requirements for ownership and changes in ownership during the last fiscal year .
Governance Assessment
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Strengths:
- Independent trustee with audit committee financial expert designation; serves on Audit, Governance, and Valuation committees, enhancing oversight of financial reporting, board independence, and valuation controls .
- Documented meeting cadence and attendance at or above 75% across board/committee meetings in FY2024 signals baseline engagement; six trustees attended the 2024 annual meeting .
- Compensation structured as fixed cash retainers and meeting fees—simple, transparent, and without equity or performance-linked incentives that could misalign governance objectives for fund trustees .
-
Potential concerns:
- Alignment: Zero CCD share ownership may be viewed as a signal of limited fund-specific “skin in the game,” notwithstanding aggregate holdings across the family of investment companies reported as over $100,000; investors focused on CCD-specific alignment may flag this gap. RED FLAG: 0 CCD shares .
- Related-party exposure: Standard advisory relationships with Calamos Advisors are disclosed at the fund level; no specific related-party transactions involving Stuckey identified in the proxy .
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Other signals:
- Board class and term structure provide continuity; Stuckey’s term runs to 2027, supporting governance stability .
- Section 16 compliance indicates timely reporting of insider holdings/changes, reducing regulatory risk .