Brian Lutes
About Brian Lutes
Brian J. Lutes (born June 1975) serves as Treasurer and Principal Financial Officer of Cornerstone Strategic Investment Fund, Inc. (CLM). He became Treasurer effective March 2, 2022, and is employed by Ultimus Fund Solutions, LLC—most recently as Senior Vice President, Relationship Management (since Jan 2024) after serving as Senior Vice President, Fund Accounting; he also serves as Treasurer of Cornerstone Total Return Fund, Inc. . He signs CLM’s certification exhibits to N-CSR as the Principal Financial Officer, evidencing responsibility for disclosure controls and internal control over financial reporting . The proxy reports focus on director compensation and disclose no executive officer pay metrics (TSR/revenue/EBITDA-linked incentives not presented) .
Past Roles
| Organization | Role | Years | Strategic impact / Notes |
|---|---|---|---|
| Cornerstone Strategic Investment Fund, Inc. (CLM) | Treasurer; Principal Financial Officer | Mar 2, 2022 – Present | Officer responsible for financial reporting and signs Section 302/906 certifications . |
| Cornerstone Total Return Fund, Inc. | Treasurer | 2022 – Present | Parallel officer role across the fund complex . |
| Ultimus Fund Solutions, LLC | SVP, Relationship Management | Jan 2024 – Present | Listed as primary employer while serving as CLM Treasurer . |
| Ultimus Fund Solutions, LLC | SVP, Fund Accounting | Pre‑2024 (five-year history) | Listed in officer biographies in CLM proxies . |
External Roles
| Organization | Position | Years | Detail |
|---|---|---|---|
| Ultimus Fund Solutions, LLC | Senior Vice President (Relationship Management; prior: Fund Accounting) | 2019–Present (per five-year history) | CLM officer biographies identify Ultimus as employer . |
Fixed Compensation
| Item | FY 2022 | FY 2023 | FY 2024 | Notes |
|---|---|---|---|---|
| Base salary | Not disclosed | Not disclosed | Not disclosed | CLM proxies present director compensation only; no officer pay tables. |
| Target/actual bonus | Not disclosed | Not disclosed | Not disclosed | Proxies note “no bonus, profit sharing, pension or retirement plans” in context of director compensation . |
| Cash perquisites | Not disclosed | Not disclosed | Not disclosed | No officer perquisite disclosure. |
| Pension/SERP | Not disclosed | Not disclosed | Not disclosed | Director section states no pension/retirement plans; no separate officer disclosure . |
Performance Compensation
| Metric/Instrument | Weighting | Targets | Result/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs/PSUs | — | — | — | — | No equity incentive plan for executive officers disclosed in proxies . |
| Stock options | — | — | — | — | No officer option grants disclosed . |
| Cash STI (performance bonus) | — | — | — | — | No officer bonus plan disclosure; proxies cover director fees only . |
Equity Ownership & Alignment
| Item | 2022 | 2024/2025 | Notes |
|---|---|---|---|
| Total beneficial ownership (Directors and executive officers as a group) | Less than 1% of shares outstanding (as of proxy date) | Less than 1% of shares outstanding (as of Feb 14, 2025) | No individual officer share count disclosed; group level indicates low insider ownership. |
| 5% holders | Sit Investment Associates, Inc. 8.66% as of Dec 31, 2022 | None as of Dec 31, 2024 | Current landscape shows no reported 5% holder; Cede holds ~99.9% of record as street name . |
| Pledging/hedging | Not disclosed | Not disclosed | No pledging disclosure for officers. |
| Ownership guidelines | Not disclosed | Not disclosed | No officer stock ownership policy disclosed. |
Employment Terms
| Term | Detail |
|---|---|
| Appointment date | Treasurer effective March 2, 2022 . |
| Employer of record | Ultimus Fund Solutions, LLC (SVP roles) while serving as CLM Treasurer . |
| Contract term/auto-renewal | Not disclosed in CLM proxies . |
| Severance/change-in-control | Not disclosed; no officer severance economics presented . |
| Clawback/tax gross-ups | Not disclosed for officers . |
| Non-compete/solicit | Not disclosed . |
Risk Indicators & Governance Notes
- Section 16(a) compliance: 2024 proxy states officers/directors were in compliance during 2024; earlier proxy notes Mr. Lutes’ Form 3 (initial statement) filed late in March 2022 due to inadvertent administrative oversight .
- Certifications: Mr. Lutes signs the Fund’s N-CSR certifications as Principal Financial Officer, covering disclosure controls/ICFR assertions .
- Board committees: CLM has Audit and Nominating & Corporate Governance Committees; no Compensation Committee is disclosed for the fund .
Track Record, Value Creation, Execution Risk
- Role scope: As Treasurer/PFO, Mr. Lutes’ remit is financial reporting, disclosure controls, and liaison with the Administrator and auditors; proxies and N-CSR emphasize process integrity rather than discretionary capital allocation or operating initiatives .
- Stock/TSR context: CLM proxies and filings provided do not disclose TSR or officer-specific performance metrics tied to compensation .
Compensation Structure Analysis
- Pay visibility: Proxies provide director compensation only and explicitly state there are no bonus, profit sharing, pension or retirement plans in the director context; no officer compensation tables, incentive metrics, equity awards, or severance/change-in-control terms are presented for officers .
- Alignment: With officers and directors as a group holding <1% of shares, equity-based alignment appears limited; no officer ownership guidelines or pledging disclosures are provided .
Insider Trading/Insider Selling Pressure
- Form 3 reference: Mr. Lutes filed an initial Form 3 in March 2022 (noted as filed late by the Fund) .
- Form 4 activity: No officer Form 4 transactions for Mr. Lutes are disclosed in the proxies/N-CSR excerpts reviewed; the 2024 proxy states Section 16 compliance for the year .
Say-on-Pay & Shareholder Feedback
- The fund’s proxies do not include executive officer say-on-pay proposals or officer pay program detail; director compensation and governance matters are disclosed alongside standard committee reporting .
Performance Compensation Table (Summary)
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Executive bonus metrics (e.g., revenue/EBITDA/TSR) | — | — | — | — | — |
| Equity awards (RSU/PSU) | — | — | — | — | — |
| Options | — | — | — | — | — |
No officer performance-based compensation elements are disclosed in CLM proxies .
Investment Implications
- Low insider-ownership signal: Directors and executive officers collectively owning <1% provides limited alignment via equity; absence of officer equity plans reduces vesting-related selling pressure risk but also weakens pay-for-performance linkages .
- Administrative profile of the role: As an officer supplied by the Administrator (Ultimus), Mr. Lutes’ compensation appears outside the Fund and is not disclosed—suggesting limited fund-specific incentive levers; governance oversight resides with Audit and N&CG committees (no dedicated compensation committee) .
- Compliance/timing: A late Form 3 in 2022 is a minor compliance footnote; subsequent year Section 16 compliance was reported, mitigating ongoing regulatory risk perception .