Charles W. Gerber
About Charles W. Gerber
Independent director (Non-Interested Director) of Credit Suisse Asset Management Income Fund, Inc. since 2024; Year of Birth: 1955; serves on the Audit Committee and Nominating Committee, and is nominated to continue as a Class III director through the 2028 annual meeting . Background includes over 30 years in financial services with emphasis on legal, compliance, and corporate governance; current roles: Consultant to Canadian Imperial Bank of Commerce (since 2016) and Senior Adviser to Stoneturn Group, LLP (since 2016); director of Michael Anthony Holdings, Inc.; advisory committee member for all open‑end Credit Suisse Funds, and director of another closed‑end fund in the complex .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canadian Imperial Bank of Commerce | Consultant | 2016–present | Not disclosed |
| Stoneturn Group, LLP | Senior Adviser | 2016–present | Not disclosed |
| Michael Anthony Holdings, Inc. | Director | 2023–present | Not disclosed |
| Open‑end Credit Suisse Funds (Fund Complex) | Advisory committee member | Current | Cross‑fund advisory role |
| Another closed‑end fund in Fund Complex | Director | Current | Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Michael Anthony Holdings, Inc. | Director | 2023–present | Real estate management |
| Open‑end Credit Suisse Funds | Advisory committee member | Current | Advisory board across complex |
| Closed‑end fund in Fund Complex | Director | Current | Additional board seat in complex |
| Canadian Imperial Bank of Commerce | Consultant | 2016–present | External financial institution |
| Stoneturn Group, LLP | Senior Adviser | 2016–present | Consulting/forensics advisory |
Board Governance
- Independence: Non‑Interested Director under the 1940 Act and independent for NYSE American committee purposes .
- Committee assignments: Audit Committee member and Nominating Committee member; both committees comprise all directors other than the Interested Director (John Popp) and are independent per NYSE American .
- 2024 activity: Board met 9 times; Audit Committee met 5 times; Nominating Committee met 4 times; each Director attended at least 75% of aggregate board and committee meetings .
- Governance processes: Audit Committee issued report and recommended inclusion of audited financial statements in the 2024 Annual Report; oversaw transition from PwC to EY due to auditor independence status change .
- Retirement policy: No director presented for election after age 74; automatic retirement at the annual meeting following age 75 (waivers possible) .
- Annual meeting attendance policy: No formal requirement for board member attendance at the Annual Meeting .
2024 Meetings and Attendance
| Item | Value |
|---|---|
| Board meetings (FY2024) | 9 |
| Audit Committee meetings (FY2024) | 5 |
| Nominating Committee meetings (FY2024) | 4 |
| Attendance threshold achieved | ≥75% for all directors |
Fixed Compensation
- Structure (FY2024): Each Non‑Interested Director received an annual fee of $23,100 and $2,100 per meeting attended; Board Chair additional $4,764; Audit Committee Chair additional $2,609; Nominating Committee Chair additional $1,072 .
- Effective January 1, 2025: Annual director retainer of $70,560 for four quarterly meetings and one special meeting (no separate per‑meeting fees indicated) .
Gerber — Compensation Received (FY2024)
| Metric | Amount |
|---|---|
| Aggregate compensation from CIK (FY2024) | $13,100 |
| Total compensation from Fund & Fund Complex (FY2024) | $61,057 |
| Appointment effective date | August 13, 2024 |
Director Compensation Program (CIK)
| Component | FY2024 | FY2025 |
|---|---|---|
| Annual fee (Non‑Interested Director) | $23,100 | N/A (structure changed) |
| Per‑meeting fee | $2,100 per meeting | N/A (retainer structure) |
| Board Chair fee | $4,764 | Not specified |
| Audit Committee Chair fee | $2,609 | Not specified |
| Nominating Committee Chair fee | $1,072 | Not specified |
| Annual director retainer | N/A | $70,560 |
Note: The Fund has no bonus, profit sharing, pension or retirement plans; officers are compensated by UBS AM (Americas), not by the Fund .
Performance Compensation
| Performance‑linked component | Details |
|---|---|
| Bonus/at‑risk pay | None; Fund has no bonus/profit sharing plans |
| Equity awards (RSUs/PSUs/options) | None disclosed for directors |
| Performance metrics (TSR, EBITDA, ESG) | None disclosed |
| Clawbacks, severance, CoC terms | Not disclosed for directors |
Other Directorships & Interlocks
| Entity | Relationship | Potential interlock/conflict consideration |
|---|---|---|
| Michael Anthony Holdings, Inc. | Director | Real estate management; no related‑party transactions disclosed with CIK |
| Open‑end Credit Suisse Funds | Advisory board | Enhances oversight across complex; independence maintained vis‑à‑vis adviser securities holdings |
| Another closed‑end fund (Fund Complex) | Director | Cross‑board service; standard in fund complexes |
| Canadian Imperial Bank of Commerce | Consultant | External financial institution affiliation; no related‑party transactions disclosed with CIK |
| Stoneturn Group, LLP | Senior Adviser | External advisory affiliation; no related‑party transactions disclosed with CIK |
Expertise & Qualifications
- Over 30 years of experience in financial services, legal, compliance, and corporate governance, supporting effective oversight of an income fund .
- Active Audit Committee participation (signatory on Audit Committee report), including oversight of auditor independence and financial reporting processes .
- Nominating Committee member; participated in recommending nominees for multi‑year board terms and contributing to board composition/diversity considerations .
- Cross‑complex advisory and board roles (open‑end and closed‑end funds), providing broader perspective across fund operations .
Equity Ownership
| Category | Holding |
|---|---|
| Dollar range of equity securities in CIK | C ($10,001–$50,000) |
| Aggregate dollar range across Credit Suisse Family of Investment Companies | C ($10,001–$50,000) |
| Directors/officers aggregate ownership of CIK | <1% of outstanding shares |
| Securities of adviser or affiliates held by Non‑Interested Directors/immediate family | None (as of Feb 28, 2025) |
Insider Filings and Trades
| Item | Status |
|---|---|
| Section 16(a) filings (FY2024) | Filed on a timely basis (Fund’s knowledge) |
| Late filings noted | None for Gerber; one late Form 3 in FY2023 for the CCO (since rectified) |
| Form 4 transactions (FY2024) | Not disclosed in proxy materials |
Governance Assessment
- Positives:
- Independent director with Audit and Nominating Committee memberships; committees are fully independent per NYSE American standards .
- Active oversight evidenced by Audit Committee report and management of auditor transition from PwC to EY due to independence requirements .
- Personal ownership alignment via CIK shareholdings in the $10k–$50k range; no adviser/affiliate securities held by Non‑Interested Directors or immediate families .
- Meeting engagement: Board met 9 times in 2024; all directors met ≥75% attendance threshold; Audit and Nominating Committees met regularly .
- Watch items / potential conflicts:
- Compensation governance: Fund does not have a Compensation Committee; board‑set fees increased to a $70,560 annual retainer in 2025—monitor pay escalation versus responsibilities and market norms .
- External affiliations (CIBC consultant; Stoneturn adviser) warrant ongoing monitoring for any related‑party transactions; none disclosed and independence from adviser securities is affirmed .
- Annual meeting attendance policy is not formalized—investors may prefer explicit expectations for shareholder‑facing engagement .