Andrew Strauss
About Andrew A. Strauss
Andrew A. Strauss (born Nov. 1953; approximately 71–72 as of 2025 based on birth date) is an independent director of Cornerstone Strategic Investment Fund, Inc. (CLM) since 2001. He chairs the Nominating and Corporate Governance Committee and serves on the Audit Committee. Strauss is an experienced attorney with a securities law background, currently a senior attorney concentrating in estate planning, probate, and estate administration; he previously served in an executive capacity at a large public company for over nine years. He is a graduate of the Wharton School (University of Pennsylvania) and Georgetown University Law Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cornerstone Strategic Investment Fund, Inc. (CLM) | Director | Since 2001 | Chair of Nominating & Corporate Governance; Audit Committee member |
| Large Public Company (name not disclosed) | Executive capacity | 9+ years (historical) | Corporate operating experience; securities law background |
| Strauss Attorneys PLLC | Senior attorney; senior member | Current | Estate planning/probate/estate administration expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cornerstone Total Return Fund, Inc. | Director | Not disclosed | Oversees both funds in CLM fund complex |
| Deerfield Charitable Foundation | Director | Not disclosed | Nonprofit governance role |
| Other public company boards (outside fund complex) | None | — | None in past 5 years |
Board Governance
- Independence: Strauss is designated a “Non-Interested” director and serves on committees comprised entirely of non-interested directors .
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Audit Committee .
- Attendance and engagement: In 2024, the Board met 4 times; each director attended at least 75% of Board, Audit Committee (4 meetings), and N&CG Committee (4 meetings) meetings held during their membership .
- Board structure and potential governance considerations: The 2025 Board comprises 10 directors, 3 of whom are Interested (including the Chairman/President and two Bradshaw family members); the Board does not have a lead independent director .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from CLM | $44,375 | $47,500 |
| Total Compensation from CLM Fund Complex (CLM + Cornerstone Total Return Fund, Inc.) | $78,750 | $85,000 |
| Notes | CLM states it has no bonus, profit sharing, pension or retirement plans | CLM states it has no bonus, profit sharing, pension or retirement plans |
Performance Compensation
- No performance-based compensation elements are disclosed for independent directors (no bonus plans; no equity award disclosures), and CLM states it has no bonus, profit sharing, pension or retirement plans .
| Performance Metric | Target | Actual | Payout Linkage |
|---|---|---|---|
| Not disclosed | — | — | — |
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Conflict Commentary |
|---|---|---|
| Cornerstone Total Return Fund, Inc. | Director within same fund complex | Typical for closed-end fund complex oversight; Strauss remains a Non-Interested director; no outside public interlocks disclosed . |
| Deerfield Charitable Foundation | Nonprofit director | No CLM-related transactions disclosed . |
| Outside public company boards | None | No external public interlocks in prior 5 years . |
Expertise & Qualifications
- Securities law background; experienced attorney in estate planning/probate/estate administration .
- Executive experience: served in an executive capacity at a large public company for 9+ years .
- Education: Wharton School (University of Pennsylvania); Georgetown University Law Center .
Equity Ownership
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Dollar Range of Equity Securities in CLM | $0 | $0 |
| Aggregate Dollar Range in CLM Fund Complex | $0 | $0 |
| Shares outstanding (for context) | 249,755,204 (as of Feb. 14, 2025) | — |
| Directors & officers collective ownership | Less than 1% of outstanding shares | — |
| Section 16(a) compliance | CLM states all applicable filings complied with in 2024 | — |
Governance Assessment
-
Strengths:
- Long tenure (since 2001), committee leadership (Chair of N&CG), and Audit Committee participation indicate deep governance involvement and procedural oversight .
- Independent status and service on committees comprised of non-interested directors align with investor expectations for closed-end fund oversight .
- Attendance thresholds met across Board and key committees in 2024 suggest baseline engagement .
- Legal training (Wharton + Georgetown Law) and prior executive experience enhance board effectiveness, particularly in compliance and risk oversight contexts .
-
Concerns/RED FLAGS:
- No equity ownership in CLM or the fund complex for 2023–2024, which may signal lower “skin-in-the-game” alignment relative to best-practice guidelines emphasizing director share ownership .
- Board lacks a lead independent director; combined with three Interested directors (including the Chairman/President and family affiliates), this structure can elevate perceived conflicts and reduce independent counterbalance at the board level .
-
Conflicts and related-party transactions:
- CLM discloses that independent directors (including Strauss) and their immediate families had no securities holdings or transactions >$120,000 with the Investment Adviser or affiliates in the last two fiscal years; and no interests >$120,000 in the past five years—mitigating direct related-party exposure .
-
Compensation structure signals:
- Cash-only director fees increased modestly year-over-year (CLM aggregate +$3,125; complex +$6,250), consistent with incremental retainer adjustments rather than pay-for-performance features; no equity grants or performance metrics disclosed for directors .
Overall, Strauss’s independence, committee leadership, legal credentials, and adequate attendance support governance quality; however, lack of equity ownership and absence of a lead independent director amid multiple Interested directors are notable investor-confidence considerations .