Virginia G. Breen
About Virginia G. Breen
Virginia G. Breen (born 1964) is a non‑interested trustee of Calamos Dynamic Convertible and Income Fund (CCD) since 2015 and of Calamos Long/Short Equity & Dynamic Income Trust (CPZ) since 2017. She is a private investor with an MBA and more than 25 years of financial services experience, including extensive board service across investment companies and a public technology issuer .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Lang LaSalle Income Property Trust, Inc. (REIT) | Trustee | 2004–2023 | Board service on a public REIT, long tenure suggests real assets oversight experience |
| Tech and Energy Transition Corporation (SPAC) | Director | 2021–2023 | SPAC board work indicates capital markets and transaction oversight exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Paylocity Holding Corporation | Director | Since 2018 | Public company board; technology and human capital management exposure |
| UBS A&Q Fund Complex (closed‑end funds) | Director | Since 2008 | Investment company governance |
| Neuberger Berman Private Equity Registered Funds | Trustee | Since 2015 | Private equity registered fund governance |
| UBS NY Fund Cluster (open‑end funds) | Trustee | Since 2023 | Mutual fund governance |
Board Governance
- Independence: Identified as a nominee/trustee “not an interested person” of any Fund; she serves as a non‑interested (independent) trustee .
- Committee memberships: Member of the Audit Committee for CCD and the other Calamos closed‑end funds (Audit members: Breen, Neal, Rybak, Stuckey, Toub, Wennlund) .
- Chair roles: The proxy specifies supplemental retainers for committee chairs but does not identify Ms. Breen as a chair; no chair role disclosed for her in the filing .
- Board structure and cadence: Boards meet in person four times per year, with additional special meetings as needed; lead independent trustee is John E. Neal .
- Election mechanics: For each Fund other than CPZ, preferred shareholders elect two trustees; Ms. Breen is the preferred‑share class nominee up for election in 2025, already serving as a trustee of each Fund .
- Annual meeting attendance: The funds have no attendance policy; six trustees of each Fund attended the 2024 annual meeting (individual attendance not disclosed) .
Fixed Compensation
| Component | Amount/Structure | Source |
|---|---|---|
| Base annual retainer (non‑interested trustees) | $210,000 | |
| Supplemental retainer – Lead Independent Trustee | $40,000 | |
| Supplemental retainer – Audit Committee Chair | $20,000 | |
| Supplemental retainer – Other Committee Chairs | $10,000 | |
| Special meeting fee (in‑person) | $7,000 per meeting | |
| Special meeting fee (telephone) | $3,500 per meeting | |
| Ms. Breen – CCD fee (FY ended 10/31/2024) | $6,466 | |
| Ms. Breen – Fund complex total (FY ended 10/31/2024) | $261,250 | |
| Deferred compensation plan availability | Trustees may defer fees; accounts notionally track designated Calamos mutual funds; plan is a general obligation of each Fund |
Notes:
- Filing discloses the compensation structure for all non‑interested trustees and Ms. Breen’s CCD‑specific and fund‑complex totals for FY2024; no equity grants, options, or performance‑linked pay are disclosed for trustees .
Performance Compensation
| Performance‑Linked Element | Disclosure |
|---|---|
| TSR/Revenue/EBITDA/ESG metrics tied to director pay | None disclosed for trustees; compensation is retainers and meeting fees only |
Other Directorships & Interlocks
| Company/Complex | Potential Interlock/Consideration |
|---|---|
| UBS A&Q Fund Complex; UBS NY Fund Cluster; Neuberger Berman Private Equity Registered Funds | Multiple simultaneous investment‑company boards imply broad fund governance experience; the proxy does not disclose related‑party transactions involving Ms. Breen |
| Paylocity Holding Corporation | Public issuer board; no disclosed transactions between Paylocity and Calamos funds in this proxy |
Expertise & Qualifications
- MBA; more than 25 years in financial services; multi‑year service as trustee across Calamos funds and other investment companies .
- Audit committee experience across the Calamos closed‑end funds (member) .
Equity Ownership
| Metric | CCD | Source |
|---|---|---|
| Common shares owned (Mar 31, 2025) | 0 | |
| Preferred shares owned (Mar 31, 2025) | 0 (no trustee or officer held preferred shares) | |
| Dollar range of holdings – CCD | None | |
| Aggregate dollar range across “family of investment companies” | Over $100,000 | |
| Shares pledged as collateral | Not disclosed | |
| Ownership guidelines/compliance | Not disclosed |
Governance Assessment
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Positives:
- Independent (non‑interested) trustee with extensive fund governance and audit oversight experience; serves on the Audit Committee, supporting board effectiveness in financial reporting and controls .
- Board leadership includes a lead independent trustee and regular meeting cadence; independent legal counsel engaged, reinforcing oversight quality .
-
Observations / potential investor‑confidence considerations:
- No direct CCD share ownership as of March 31, 2025, and no trustee equity awards are disclosed; alignment rests primarily on cash retainers and optional fee deferral, not equity exposure to CCD .
- Election by preferred shareholders (class vote) may create differing accountability dynamics versus common shareholders; transparent but noteworthy for governance analysis .
- Multiple concurrent investment‑company boards suggest significant time commitments; the proxy does not disclose attendance rates by trustee beyond aggregate annual‑meeting attendance .
-
Conflicts/related‑party transactions:
- The proxy discloses the Investment Management Agreement with Calamos Advisors but does not disclose related‑party transactions involving Ms. Breen; Audit Committees pre‑approve auditor services and report independence compliance .
-
Regulatory/filing compliance:
- Trustees, officers, and the adviser complied with Section 16(a) filing requirements in the last fiscal year per the proxy; no change in control noted since the beginning of the last fiscal year .