William R. Rybak
About William R. Rybak
Independent Trustee of Calamos Dynamic Convertible and Income Fund (CCD) since 2015; born 1951. Background includes private investor, former EVP & CFO at Van Kampen Investments; long-tenured mutual fund trustee across Calamos funds and Jackson fund complexes. Designated audit committee financial expert and serves as Audit Committee Chair; holds an MBA per fund biographies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Van Kampen Investments, Inc. | Executive Vice President & Chief Financial Officer | Until 2000 | Senior finance leadership; relevant to audit oversight |
| PrivateBancorp, Inc. | Director | 2003–2017 | Public company board experience; banking/credit expertise |
| Lewis University | Trustee | 2012–2024 | Governance in non-profit academic setting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Christian Brothers Investment Services, Inc. | Director (since 2010), Chairman (since 2016) | 2010–present | Faith-based investment manager; chair responsibilities |
| Jackson Credit Opportunities Fund | Trustee | Since 2023 | Interval fund |
| Jackson Real Assets Fund | Trustee | Since 2024 | Interval fund |
| JNL Series Trust; JNL Investors Series Trust | Trustee | Since 2007 | Mutual fund governance |
| JNL Variable Fund LLC | Trustee | 2007–2020 | Mutual fund governance |
| Jackson Variable Series Trust | Trustee | 2018–2020 | Mutual fund governance |
| JNL Strategic Income Fund LLC | Trustee | 2007–2018 | Mutual fund governance |
Board Governance
- Committee assignments (CCD and sister funds): Audit Committee Chair; Governance Committee member; Valuation Committee member. All committee members are independent (NASDAQ rules) and not “interested persons” under the 1940 Act; Rybak is designated an audit committee financial expert .
- Meeting cadence FY ended Oct 31, 2024 (CCD): Board 6; Audit 4; Governance 2; Valuation 4; Executive 0; Dividend 0 meetings (acted by written consent 12 times); Refinancing 0 .
- Attendance: All trustees and committee members then serving attended at least 75% of applicable meetings in FY 2024 .
- Board leadership: Chairman is an interested person; Lead Independent Trustee (John E. Neal) liaises with independents and co-sets agendas; structure deemed appropriate by trustees .
- Preferred Share Trustees: Rybak (with Virginia G. Breen) designated by the Board to represent holders of MRP preferred shares .
Fixed Compensation
| Component | Rate/Amount | Period/Notes |
|---|---|---|
| Annual retainer (non-interested trustees, Fund Complex) | $210,000 | FY ended Oct 31, 2024 |
| Lead Independent Trustee supplemental retainer | $40,000 | FY ended Oct 31, 2024 |
| Audit Committee Chair supplemental retainer | $20,000 | FY ended Oct 31, 2024 |
| Other Committee Chair supplemental retainer | $10,000 | FY ended Oct 31, 2024 |
| Special board meeting fee (in-person) | $7,000 | FY ended Oct 31, 2024 |
| Special board meeting fee (telephone) | $3,500 | FY ended Oct 31, 2024 |
| Trustee | CHI | CHY | CSQ | CGO | CHW | CCD | CPZ | Fund Complex Total |
|---|---|---|---|---|---|---|---|---|
| William R. Rybak | $7,612 | $8,105 | $20,566 | $2,352 | $4,988 | $5,669 | $3,921 | $231,250 |
- Deferred Compensation Plan available to non-interested trustees: elective deferral linked to Class I shares of Calamos Investment Trust funds; lump sum or 5-year installments upon retirement; each fund’s obligation is general and not cross-guaranteed. As of Oct 31, 2024, the disclosed account value was for Mr. Neal ($3,153,951); Rybak participation not disclosed .
Performance Compensation
| Element | Status |
|---|---|
| Performance-based cash bonus | Not applicable to trustees; compensation consists of retainers/fees |
| Equity-based awards (RSUs/Options) | Not disclosed for trustees; no stock awards in trustee compensation table |
| Performance metrics (TSR/EBITDA/ESG) | Not applicable for trustees |
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Conflict |
|---|---|---|
| Christian Brothers Investment Services | Investment manager | No disclosed related-party transactions with CCD; general advisory relationships are with Calamos Advisors |
| Jackson/JNL funds | Mutual fund complexes | External trustee roles; no CCD-related transactions disclosed |
| PrivateBancorp (prior) | Public bank | Historical role only; no current CCD dealings disclosed |
Expertise & Qualifications
- Financial expertise: Audit Committee Chair; audit committee financial expert designation .
- Industry tenure: 25+ years in financial services; former CFO and multiple fund boards; MBA credential .
- Preferred share governance: designated Preferred Share Trustee for MRP shares, signaling familiarity with capital structure oversight .
Equity Ownership
| Holder | CCD Common Shares (as of Mar 31, 2025) | % Outstanding | Dollar Range (CCD) | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|---|---|
| William R. Rybak | 0 | <1% | None | Over $100,000 |
- Shares outstanding at record date: CCD common 27,054,934; CCD preferred 3,670,000 .
Governance Assessment
- Strengths:
- Deep finance and audit credentials; designated audit committee financial expert; serves as Audit Chair, a key role for valuation, auditor oversight, and financial reporting integrity .
- High engagement cadence with documented committee and board meetings; minimum attendance threshold met in FY 2024 .
- Independence affirmed under NASDAQ rules and 1940 Act; service across Governance and Valuation committees supports board effectiveness .
- Experience across multiple fund complexes and as prior public company director enhances oversight breadth .
- Potential Alignment Issues / Red Flags:
- No CCD share ownership as of Mar 31, 2025; while common for fund trustees, it can be perceived as weaker alignment with CCD common shareholders .
- Fund complex compensation structure is fully cash-based with supplemental chair fees; absence of equity-based components removes direct CCD performance linkage .
- External chair role at another investment manager (Christian Brothers Investment Services) adds time commitments; no CCD-related transactions disclosed, but investors should monitor for any future related-party exposure .
- Other notes:
- Deferred compensation plan exists; Rybak’s participation not disclosed; plan creates fund-level general obligations but not cross-fund guarantees .
- Board leadership features a Lead Independent Trustee to counterbalance an interested Chairman; governance committees oversee trustee nominations and compensation .
Overall, Rybak brings strong audit and finance oversight credentials with long-tenured fund governance experience. The key investor consideration is alignment given zero CCD share ownership and a cash-only trustee pay structure; continued transparency on committee work and any related-party matters remains important for confidence.
Sources: CCD 2025 DEF 14A (biographies, compensation, committees, meetings, ownership) ; Cross-fund committee disclosures ; Prospectus/SAI (preferred share trustee designation; staggered board terms; fund complex composition) .