Mahendra R. Gupta
About Mahendra R. Gupta
Mahendra R. Gupta (Year of Birth: 1956) is a Non-Interested Director of the Fund since 2018 and has served as Chair of the Audit Committee since 2019; his current term runs to the 2027 annual meeting. He is a Professor at Washington University in St. Louis with over 30 years of academic experience in accounting and management, and oversees seven portfolios in the Fund Complex. He is also a Nominating Committee member. Independence is affirmed via committee composition standards (NYSE American) for Audit and Nominating.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington University in St. Louis | Professor | 1990–present | Academic expertise in accounting and management |
| R.J. Mithaiwala (Food manufacturing & retail, India) | Partner | 1977–present | N/A |
| F.F.B. Corporation (Agriculture, India) | Partner | 1977–present | N/A |
| RPMG Research Corporation (Benchmark research) | Partner | 2001–present | N/A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caleres Inc. (footwear; public) | Director | 2012–present | N/A |
| Foundation of Barnes Jewish Hospital | Director; Chair of Finance Committee | Director: 2018–present; Chair: 2024–present | Finance Committee Chair |
| First Bank (finance) | Director | 2023–present | N/A |
| ENDI Corporation (finance) | Director | 2023–present | N/A |
| Consortium for Graduate Study in Management (non-profit) | Director | 2017–2023 | N/A |
| The Oasis Institute (non-profit) | Director | 2022–present | N/A |
| Koch Development Corporation (real estate development) | Director | 2017–2020 | N/A |
| Guardian Angels of St. Louis (not-for-profit) | Director | 2015–2021 | N/A |
Board Governance
- Committee assignments and chair roles: Audit Committee Chair; Nominating Committee Member; Non-Interested Director.
- Independence and committee composition: All Directors except the Interested Director (John Popp) constitute the Audit Committee and Nominating Committee; both committees are composed of independent directors under NYSE American standards.
- Meeting frequency and attendance: Audit Committee convened five times in FY 2024; Nominating Committee met four times in FY 2024. In FY 2023, the Board convened 24 times and each Director attended at least 75% of Board and committee meetings.
- Annual meeting attendance policy: The Fund does not have a formal policy regarding Directors’ attendance at the Annual Meeting of Shareholders.
- Audit oversight: Audit Committee Charter covers pre-approval of audit and permissible non-audit services; the Committee reviewed FY 2024 audited financials, discussed PCAOB-required matters with EY, and recommended inclusion in the Annual Report. Non-audit fees billed were $0 (EY, 2024) versus $34,500 (PwC, 2023); all services were pre-approved.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation From the Fund (USD) | $38,725 | $42,508 |
| Total Compensation From Fund + Fund Complex (USD) | $208,375 | $195,005 |
| Director Annual Fee (USD) | $23,100 | N/A (cash fees disclosed in aggregate) |
| Per Board Meeting Fee (USD) | $2,100 per meeting | N/A (cash fees disclosed in aggregate) |
| Audit Committee Chair Annual Fee (USD) | $2,100 | $2,608.50 (effective Jan 1, 2024) |
| Nominating Committee Chair Annual Fee (USD) | $2,000 (not applicable to Gupta; he is a member) | $1,071.50 (not applicable to Gupta) |
| Board Chair Annual Fee (USD) | $5,250 (not applicable to Gupta) | $4,764 (not applicable to Gupta) |
| One-time Complex Fee (USD) | $25,000 for 2023 UBS-CS merger-related meetings (Fund Complex) | N/A |
Notes:
- The Fund has no bonus, profit sharing, pension or retirement plans; officers or Directors who are also officers/directors of UBS AM (Americas) receive no compensation from the Fund.
- 7 funds comprise the Fund Complex in 2024 (changed from 9 in 2023); Directors serve on each board in the complex.
Performance Compensation
| Component | Status | Detail |
|---|---|---|
| Annual/Target Bonus | None disclosed | The Fund has no bonus, profit sharing, pension or retirement plans. |
| Equity Awards (RSUs/PSUs) | Not disclosed | Proxy tables report cash fees; no stock awards presented. |
| Option Awards | Not disclosed | No option awards presented in compensation tables. |
| Performance Metrics (e.g., revenue, EBITDA, TSR, ESG) | Not applicable | Director compensation is cash-based fees; no performance-tied components disclosed. |
| Clawback / CoC / Severance | Not disclosed | No director-specific clawbacks, severance, or CoC terms disclosed. |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Caleres Inc. | Public | Director | Consumer retail exposure; no Fund-related transactions disclosed. |
| First Bank; ENDI Corporation | Finance | Director | Financial services exposure; no Fund-related transactions disclosed. |
| Foundation of Barnes Jewish Hospital | Non-profit | Director; Finance Committee Chair | Healthcare ecosystem; governance role; no Fund-related transactions disclosed. |
| Others (Oasis Institute; Consortium; Koch Development; Guardian Angels) | Non-profit/Private | Director | Community/real estate exposure; no Fund-related transactions disclosed. |
As of Feb 28, 2025, none of the Non-Interested Directors or their immediate family members owned any class of securities in Credit Suisse or entities controlling/controlled by Credit Suisse (other than registered investment companies), mitigating adviser-related conflicts.
Expertise & Qualifications
- Over 30 years as an accounting and management academic; Professor at Washington University in St. Louis.
- Longstanding governance roles across finance, healthcare, and consumer sectors; Finance Committee chair experience.
- Serves as Audit Committee Chair since 2019; Nominating Committee Member; oversees seven portfolios in the Fund Complex.
Equity Ownership
| Category | As of Feb 29, 2024 | As of Feb 28, 2025 |
|---|---|---|
| Dollar Range of Equity Securities in the Fund | A. None | A. None |
| Aggregate Dollar Range Across Credit Suisse Family of Investment Companies | E. Over $100,000 | E. Over $100,000 |
| Aggregate ownership by Fund Directors/Officers (Fund level) | Less than 1% of outstanding shares (aggregate) | Less than 1% of outstanding shares (aggregate) |
Footnotes:
- Beneficial ownership determined under Rule 16a-1(a)(2) of the Exchange Act.
- The “Credit Suisse Family of Investment Companies” comprises registered investment companies sharing the adviser and holding themselves out as related.
Governance Assessment
- Strengths: Independent status and leadership in audit oversight (Audit Chair since 2019); committees composed solely of independent Directors; active committee cadence (5 Audit; 4 Nominating in FY 2024); robust board activity in FY 2023 (24 meetings) with each Director attending at least 75%; Audit Committee documented oversight of auditor independence and pre-approval of services; timely Section 16 filings.
- Alignment and engagement: Compensation is fee-based cash (retainer, meeting, chair fees) with no performance linkage; FY 2024 aggregate compensation from Fund $42,508 and $195,005 from Fund + Complex, consistent with multi-fund governance workload.
- Watch items:
- RED FLAG: No direct share ownership in the Fund (Dollar Range A: None), which can signal lower direct alignment for CIK-specific outcomes, though fund directors are not required to hold shares.
- Multiple external commitments across public, private, and non-profit boards imply significant time demands; however, proxy attendance thresholds were met in FY 2023, and committee meetings remained active in FY 2024.
- Structural notes: The Fund does not have a Compensation Committee; director fees and committee structures are overseen by the Board with disclosed fee schedules and adjustments effective Jan 1, 2024.
Overall signal: Gupta’s independence, long-standing audit leadership, and documented committee activity support board effectiveness; the lack of Fund share ownership is a modest alignment concern typical in the registered fund space.