John C. Hill
About John C. Hill
John C. Hill, age 51, is Chief Executive Officer (since 2022), President (since 2018), and a director (since 2021) of Central Securities Corporation; he joined CET in 2016 as Vice President after serving as an Analyst at Davis Advisers, and is primarily responsible for CET’s investments, research, and operations . CET’s net asset value per share increased from $46.49 at year-end 2023 to $54.26 at year-end 2024, with shares outstanding rising from 28,387,828 to 28,935,676, reflecting value accretion over that period . Mr. Hill is classified as an “interested person” under the Investment Company Act of 1940 due to his executive role . Education is not disclosed in recent proxies.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Central Securities Corporation | Chief Executive Officer | 2022–Present | Leads investment strategy and operations; primary responsibility for investments and research |
| Central Securities Corporation | President | 2018–Present | Oversight of operations and research; continuity of strategy execution |
| Central Securities Corporation | Vice President | 2016–2018 | Investment and research responsibilities; internal succession pathway |
| Davis Advisers | Analyst | Pre-2016 | External investment research experience brought to CET |
External Roles
No current or prior public company directorships or external committee roles for Mr. Hill are disclosed in recent proxy statements .
Fixed Compensation
CET discloses aggregate executive compensation and 401(k) contributions; base salary, target bonus %, and actual bonus paid are not itemized.
| Metric | FY 2021 | FY 2023 | FY 2024 |
|---|---|---|---|
| Aggregate Compensation ($) | $1,484,810 | $1,549,500 | $1,751,750 |
| Pension/Retirement (401(k) Contribution) ($) | $43,500 | $49,500 | $51,750 |
Notes:
- 2021 remuneration shown while Mr. Hill served as President; he became CEO effective January 1, 2022 .
- CET states all remuneration was received in his capacity as CEO/President; director-specific fees are not paid to officers .
Performance Compensation
CET’s 2012 Incentive Compensation Plan permits bonus stock, restricted stock, RSUs, cash awards, and performance awards; performance conditions may apply, and awards can accelerate upon a Change in Control under defined conditions .
| Grant | Grant Date | Type | Shares/Units | Grant-Date Fair Value ($) | Vesting | Performance Metrics | Payout |
|---|---|---|---|---|---|---|---|
| CEO Award | Dec 14, 2021 | Unrestricted Common Stock | 10,682 | $441,273 | Vests immediately (unrestricted) | Not applicable (unrestricted stock) | Shares issued; fair value at grant |
Notes:
- Recent proxies (2023–2024) do not disclose additional stock/option awards for Mr. Hill beyond aggregate compensation tables .
- The Plan allows performance awards; specific FY 2023–2024 CEO performance metrics/weightings were not disclosed .
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | Shares Outstanding | Ownership % |
|---|---|---|---|
| Dec 31, 2021 | 60,540 | 27,266,384 | 0.22% (calculated from cited figures) |
| Dec 31, 2022 | 64,396 | 27,988,252 | 0.23% (calculated from cited figures) |
| Dec 31, 2023 | 67,963 | 28,387,828 | 0.24% (calculated from cited figures) |
| Dec 31, 2024 | 73,146 | 28,935,676 | 0.25% (calculated from cited figures) |
Additional alignment insights:
- Ownership guidelines, hedging/pledging policies for executives are not explicitly disclosed in recent proxies. Restricted stock (where granted) may not be sold, transferred, pledged, hypothecated, or margined during restriction periods per the Plan .
- Options, exercisable/unexercisable balances and any pledging by Mr. Hill are not disclosed in recent proxies .
- Non-employee directors receive an annual award of 500 shares of bonus stock following each annual meeting; officer-directors do not receive director fees .
Employment Terms
- Start/tenure: Director since 2021; CEO since 2022; President since 2018 .
- Employment agreement: Not disclosed (no term length, auto-renewal, non-compete, non-solicit, garden leave, or consulting arrangements found in recent proxies) .
- Change-in-Control: Under CET’s Plan, upon a Change in Control (as defined per Treasury Reg. 1.409A-3(i)(5)), unless the Board determines otherwise (two-thirds vote), restrictions lapse and RSUs/cash awards settle; performance awards are paid at maximum (subject to 409A constraints) .
- Severance multiples, clawbacks, tax gross-ups: Not disclosed in recent proxies .
Board Governance
- Role and independence: Mr. Hill is CEO and a director; he is an “interested person” under the 1940 Act and is not independent .
- Leadership: Chairman is Wilmot H. Kidd; the Board designates a Lead Independent Director (currently L. Price Blackford). Executive sessions (without interested directors/management) occur at least quarterly .
- Committees: Audit and Compensation & Nominating Committees comprise only independent directors (Blackford, Browning, Calder, Poppe). Mr. Hill does not serve on these committees .
- Meetings and attendance: Eight regular Board meetings in 2024; all directors attended at least 75% of Board and committee meetings in 2024. In 2023 all directors met the 75% threshold except Mr. Poppe (73%) .
Director Compensation (structure; officer-directors excluded)
| Component | 2024 Amounts |
|---|---|
| Annual cash retainer (non-officer directors) | $40,000 |
| Board meeting fee | $1,000 per meeting |
| Committee meeting fee | $1,000 per meeting |
| Lead Independent Director retainer | $10,000 |
| Chairman strategic consulting retainer | $160,000 |
| Director equity (non-employee directors) | 500 shares of bonus stock after each annual meeting (per Plan) |
Note: CET explicitly states officer-directors (including the CEO) do not receive director fees; Mr. Hill’s compensation is solely in his executive capacity .
Performance & Track Record
| Corporate Metric | 2024 | 2023 |
|---|---|---|
| Net assets per common share ($) | $54.26 | $46.49 |
| Net assets ($) | $1,569,940,654 | $1,319,864,836 |
| Shares outstanding | 28,935,676 | 28,387,828 |
Notes:
- CET’s reported net assets per share improved YoY; attribution to individual executives is not disclosed.
- CET’s operations and performance are overseen by an independent Audit Committee and subject to regular Board risk oversight .
Compensation Structure Analysis
- Mix and trend: Aggregate compensation increased from $1.55M (2023) to $1.75M (2024), with continued 401(k) contributions (15% of compensation to Profit Sharing Plan, subject to IRS limits) .
- Equity awards: A meaningful unrestricted stock grant occurred in 2021; no 2023–2024 equity grants for Mr. Hill are disclosed in proxies .
- Performance metrics: While the Plan permits performance awards, specific CEO metrics/weightings/payouts for 2023–2024 are not disclosed .
- Repricing/modification: No option awards or repricing/modified equity awards are disclosed for Mr. Hill in recent proxies .
Related Party Transactions and Red Flags
- Pledging/hedging: No executive pledging/hedging policies disclosed; Plan prohibits pledging of restricted stock during restriction periods .
- Clawbacks/tax gross-ups: Not disclosed .
- Section 16 compliance: CET reports timely filings for 2024 and 2023; one late director filing in 2021 (unrelated to Mr. Hill) .
- Governance mitigants: Independent committees; Lead Independent Director; executive sessions at least quarterly .
Equity Ownership Guidelines
- Director annual equity grants are programmatic per the Plan; explicit executive stock ownership guidelines, compliance status, and time-to-compliance for Mr. Hill are not disclosed .
Compensation Peer Group, Say-on-Pay & Shareholder Feedback
- Compensation peer group and target percentile, as well as historical say-on-pay results or investor engagement disclosures, are not disclosed in recent proxies .
Investment Implications
- Alignment: Mr. Hill’s beneficial ownership has risen from 60,540 (2021) to 73,146 (2024), but ownership remains ~0.25% of shares—moderate alignment via equity; absence of disclosed executive ownership guidelines and performance-tied equity grants in 2023–2024 limits visibility into pay-for-performance alignment .
- Retention risk: No employment agreement details or severance/change-in-control cash multiples are disclosed; Plan-level single-trigger equity acceleration on Change in Control could affect retention and potential deal dynamics through accelerated vesting, but cash severance economics are unknown .
- Trading signals: Watch for future Form 4 filings indicating vesting/stock grants or selling activity, and for any updates to the Incentive Compensation Plan; CET’s NAV per share improved YoY, but without disclosed CEO performance metrics it’s hard to tie incentive payout mechanics to shareholder outcomes .
- Governance: CEO also serving as a director (but not Chairman) with independent committees, a Lead Independent Director, and quarterly executive sessions mitigates dual-role concerns; family-associated large holders (Endeavor Foundation; Kidd family) represent structural governance considerations for minority investors .
Sources: CET DEF 14A (2025, 2024, 2023, 2022) ; CET Annual Report press release (2024) .