Marlene A. Krumholz
About Marlene A. Krumholz
Marlene A. Krumholz is Vice President, Secretary, and Chief Compliance Officer of Central Securities Corporation (CET). She has served as Secretary since 2001, Chief Compliance Officer since 2004, and Vice President since 2009; she was 61 years old as of the 2025 proxy filing . CET’s recent operating backdrop shows net asset value per share rising from $56.17 (Sep 30, 2024) to $61.39 (Sep 30, 2025), reflecting positive NAV performance over the last year .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Central Securities Corporation | Secretary | 2001–present | Corporate governance administration and board/shareholder process leadership (as Secretary) |
| Central Securities Corporation | Chief Compliance Officer | 2004–present | Compliance program oversight and reporting (as CCO) |
| Central Securities Corporation | Vice President | 2009–present | Senior officer responsibilities supporting CET’s operations |
External Roles
- No external public company directorships or external roles were disclosed for Ms. Krumholz in CET’s proxy materials .
Fixed Compensation
| Metric | FY 2022 | FY 2024 |
|---|---|---|
| Aggregate Compensation ($) | 570,750 | 666,750 |
| Pension/Retirement Contributions ($) | 45,750 | 51,750 |
| 401(k) Profit Sharing Plan – Company Contribution Policy | “Up to 25% of compensation,” minimum 3% contribution; actual 15% contribution for the year (plan-wide) | “Up to 25% of compensation,” minimum 3% contribution; actual 15% contribution for the year (plan-wide) |
Notes:
- Aggregate Compensation includes contributions to CET’s 401(k) Profit Sharing Plan .
- The Profit Sharing Plan is immediately vested at 3% with full vesting of contributions over 3% after 3 years; employees can invest among eligible investment companies, including CET .
Performance Compensation
- 2012 Incentive Compensation Plan: Expired March 20, 2022. No 2022 grants of plan-based awards were made to executive officers prior to expiration .
- Post-expiration: The Compensation and Nominating Committee reviews and approves officer compensation under its charter; no ongoing executive equity plan is described in the 2023–2025 proxies .
Performance-award design and vesting (historical plan context):
- The 2012 Plan permitted bonus stock, restricted stock, RSUs, and cash awards; awards could carry performance conditions and standard restrictions (including non-pledging of restricted shares during restriction periods) . The plan details are historical and were not active post-March 2022 .
Equity Ownership & Alignment
| Metric | Dec 31, 2021 | Dec 31, 2022 | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|---|---|
| Beneficial Shares (units) | 16,203 | 17,663 | 18,488 | 19,316 |
| Ownership % of Class (as disclosed) | <1% (group note) | <1% (group note) | <1% (group note) | <1% (group note) |
Additional alignment indicators:
- No pledged shares are disclosed for Ms. Krumholz in beneficial ownership footnotes; restricted stock (when applicable under the old plan) could not be pledged during restriction periods .
- CET’s director/officer ownership table consistently shows Ms. Krumholz under 1% of shares outstanding across years .
Employment Terms
- CET’s 2023–2025 proxies do not disclose individual executive employment agreements, severance, or change-of-control terms for Ms. Krumholz; officer compensation is overseen by the Compensation and Nominating Committee under its charter .
- Clawback, hedging, pledging, or ownership guideline policies for officers are not described in the 2023–2025 proxies (beyond non-pledging of restricted shares during restriction periods under the expired plan) .
Board/Committee Governance Touchpoints (Compensation oversight context)
- Compensation and Nominating Committee (independent directors Blackford, Browning, Calder, Poppe): reviews and approves officer compensation; met once in 2024 and once in 2023; operates per a posted charter .
- Audit Committee (independent): separate; listed for context only .
Company Performance Context (for alignment)
| Metric | Sep 30, 2024 | Sep 30, 2025 |
|---|---|---|
| Net Asset Value (NAV) per share ($) | 56.17 | 61.39 |
| Source |
Insider Trading / Selling Pressure
- We did not find recent personal Form 4 sales by Ms. Krumholz in the past 3 years via public sources reviewed. Several recent Form 4s bearing her signature were filed in an attorney-in-fact capacity for The Endeavor Foundation, Inc. (not her personal trading) .
- A historical Form 4 shows a CET share award to Ms. Krumholz under the prior plan (2013) .
Investment Implications
- Pay-for-performance alignment: Executive compensation is predominantly fixed cash plus 401(k) contributions determined by an independent committee; no active executive equity plan post-2022 expiration, which limits forward-looking incentive alignment with multi-year shareholder returns .
- Ownership and retention: Ms. Krumholz’s CET shareholdings increased over time (201–24), signaling incremental alignment; ownership remains below 1% of shares outstanding, typical for non-CEO roles .
- Selling pressure risk: No recent personal Form 4 sales identified; filings largely administrative (attorney-in-fact) suggest low direct selling pressure from this executive .
- Contract/CIC visibility: Absence of disclosed severance/change-of-control terms reduces clarity on exit economics and retention incentives; investors should monitor future proxies for any adoption of executive incentive plans or ownership guidelines .
- Governance oversight: Compensation is overseen by an independent committee meeting annually; with limited variable pay, talent retention may hinge on cash compensation competitiveness and culture rather than equity upside .