Simms C. Browning
About Simms C. Browning
Simms C. Browning, age 84, is an independent director of Central Securities Corporation (CET) and has served on the Board since 2005. He retired in 2003 after a 33-year career at Neuberger Berman, LLC, where he was a Vice President across research, sales, and asset management; he is a certified financial analyst (CFA). His core credentials center on long-tenured public markets investing and research experience with strong familiarity in asset management.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neuberger Berman, LLC | Vice President (research, sales, asset management) | Retired 2003 following 33-year career | Career background cited by CET; contributes extensive investment and research expertise to Board deliberations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the past five years for Browning |
Board Governance
- Independence: Independent director; the Board states all directors are independent except CEO John C. Hill, Chairman Wilmot H. Kidd, and Wilmot H. Kidd IV (each “interested persons” under the Investment Company Act) .
- Tenure and engagement: Director since 2005; the Board held eight regular meetings in 2024, and all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committees: Member, Audit Committee; Member, Compensation and Nominating Committee. Audit Committee met twice in 2024; Compensation and Nominating Committee met once in 2024 .
- Lead Independent Director: L. Price Blackford; Board holds executive sessions at least quarterly .
| Committee | Browning Membership | Chair Role | Meetings (2024) | Attendance Detail |
|---|---|---|---|---|
| Audit Committee | Yes | Not disclosed | 2 | All directors ≥75% overall Board/committee meetings |
| Compensation & Nominating Committee | Yes | Not disclosed | 1 | All directors ≥75% overall Board/committee meetings |
Fixed Compensation
CET pays non-officer directors cash retainers and meeting fees; no director equity awards are reported in the director compensation table.
| Component | 2023 (USD) | 2024 (USD) | Notes |
|---|---|---|---|
| Annual cash retainer | $40,000 | $40,000 | Standard director retainer |
| Board meeting fees ($1,000 per meeting) | $8,000 (8 meetings) | $8,000 (8 meetings) | Fee schedule + meeting count |
| Committee meeting fees ($1,000 per meeting) | Not specifically disclosed; committees met at least twice (Audit) | $3,000 (Audit 2 + Comp/Nom 1) | Derived from fee schedule and disclosed meeting counts |
| Aggregate director compensation (Browning) | $50,000 | $51,000 | Matches fee schedule and meeting counts |
In 2024, CET states: $40,000 annual retainer, $1,000 per Board meeting, and $1,000 per committee meeting, with an additional $10,000 retainer only for the Lead Independent Director (not Browning) .
Performance Compensation
Directors are not reported to receive performance-based compensation, equity grants, or options in the compensation disclosure; CET’s director compensation disclosure for Browning shows only aggregate cash compensation and no equity awards.
| Award Type | Performance Metrics | Vesting | 2023 | 2024 |
|---|---|---|---|---|
| Equity awards (RSUs/PSUs) | — | — | Not reported | Not reported |
| Options | — | — | Not reported | Not reported |
| Bonus tied to KPIs | — | — | Not reported | Not reported |
Other Directorships & Interlocks
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| — | — | — | None disclosed for Browning in prior five years |
Expertise & Qualifications
- Certified Financial Analyst; long experience in investment research and asset management; retired Neuberger Berman VP after 33 years .
- Brings “extensive experience in research and investing” to CET’s Board .
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Shares beneficially owned | 23,226 | 23,226 |
| Ownership as % of shares outstanding | <1% (footnote (2)) | <1% (footnote (2)) |
| Dollar range of equity value | — | Over $100,000 |
Outstanding shares used in calculation: 28,387,828 for 2023 and 28,935,676 for 2024; Browning’s holdings are less than 1% in both years .
Governance Assessment
- Board effectiveness and independence: Browning is an independent director with deep asset management experience and active committee service (Audit; Compensation & Nominating), supporting Board oversight of financial reporting and executive pay .
- Attendance and engagement: CET reports eight Board meetings in 2024 and all directors at least 75% attendance; all directors attended the 2024 Annual Meeting—signals baseline engagement; Browning’s 2024 aggregate compensation aligns with full participation in Board and the disclosed committee meetings .
- Compensation and alignment: Director pay is cash-only (retainer plus meeting fees) with no reported equity grants or options; Browning beneficially owns 23,226 shares and over $100,000 in CET equity, providing some alignment though below 1% of shares outstanding .
- Potential conflicts/related-party exposure: No related-party transactions or conflicts disclosed for Browning. Broader CET governance context includes family relationships (Chairman Wilmot H. Kidd and Wilmot H. Kidd IV on Board) and a concentrated shareholder (The Endeavor Foundation, 32.6%), which may influence governance dynamics; however, Browning remains independent of management and the Kidd family .
- RED FLAGS: None specific to Browning identified in proxy disclosures. Broader watch items at CET include concentrated control by a related foundation and two interested directors from the same family; continued monitoring of committee independence and Board refreshment is prudent .