Daniel Bradshaw

About Daniel Bradshaw

Daniel W. Bradshaw is an Interested Director of Cornerstone Strategic Value Fund, Inc. (CLM) and serves as Assistant Secretary; he has been a Director since 2022 and is classified as a Class I director with a term running to the 2026 Annual Meeting . He is Chief Investment Officer of Cornerstone Advisors, LLC (the Fund’s investment adviser) since May 2023, overseeing research and serving as a Portfolio Manager; prior roles included Vice President positions at Cornerstone Advisors (and its predecessor) and experience in the wealth management industry . Education: B.S. in Finance and Banking (Appalachian State University) and an M.B.A. with a concentration in Investment Management (Rice University) . Born May 1990 (age ~35) . As an Interested Director due to affiliation with the Investment Adviser, he is not identified as a member of the Board’s Audit or Nominating and Corporate Governance Committees, which are comprised solely of non-interested directors .

Past Roles

External Roles

Fixed Compensation

• The Fund discloses director compensation only for service as Fund directors; CLM has no bonus, profit sharing, pension, or retirement plans for directors .
• As an Interested Director, Bradshaw received $0 in aggregate compensation from CLM and $0 from the Fund Complex for director service in 2023 and 2024; compensation for his officer/Adviser role is not reported by the Fund .

Performance Compensation

• No performance-based compensation elements (e.g., incentive bonus tied to revenue/EBITDA/TSR) are disclosed by CLM for directors; the Fund states it has no bonus/profit-sharing plans for director compensation .
• Any variable compensation linked to Bradshaw’s role at the Investment Adviser is not disclosed in the Fund’s proxy statements .

Equity Ownership & Alignment

• Beneficial ownership (dollar range) in CLM as of Dec 31, 2024: $51,001–$100,000; aggregate dollar range across the two-fund complex: Over $100,000 .
• All directors and executive officers, as a group, owned less than 1% of outstanding shares; as of Feb 14, 2025, Cede & Co. held of record approximately 99.9% of outstanding shares (indicative of street-name holdings) .
• CLM does not disclose pledging, hedging, or stock ownership guideline compliance for directors; no pledging disclosed in the proxy .

Employment Terms

• Bradshaw’s employment is through Cornerstone Advisors, LLC; CLM’s proxies do not disclose individual employment contracts, severance, change-in-control, non-compete, or clawback terms for Adviser personnel .
• The Investment Adviser is owned by the Cornerstone Trust; trustees include Ralph W. Bradshaw, Joshua G. Bradshaw, and Daniel W. Bradshaw, underscoring affiliate status and “interested person” classification for board governance purposes .
• The investment management agreement with the Adviser was last approved by the CLM Board on Feb 7, 2025; Ultimus Fund Solutions serves as Administrator, indicating established third-party controls but not revealing executive contract economics .

Board Service and Governance

• Bradshaw is an Interested Director and Assistant Secretary at CLM; he is not listed as a member of the Audit or Nominating & Corporate Governance Committees, which are composed solely of non-interested directors .
• Staggered Board with three classes; staggered terms limit rapid changes in control via board turnover .
• The Board convened four times in calendar 2023; each director attended at least 75% of Board and committee meetings; the Board does not have a Lead Independent Director, a governance consideration given the presence of multiple Interested Directors .

Director Compensation

• CLM reports director compensation and confirms no bonus/profit-sharing/pension plans for directors; Interested Directors (including Bradshaw) received $0 director fees in 2023 and 2024; any compensation for Adviser roles is outside the Fund’s disclosure .

Risk Indicators and Red Flags

• Dual-role/affiliation: Bradshaw is a trustee of the Cornerstone Trust that owns the Investment Adviser and an Interested Director of CLM, creating potential conflicts; governance mitigants include independent committees, but no Lead Independent Director increases sensitivity to perceived influence .
• Ownership concentration: Cede & Co. holds ~99.9% of outstanding shares of record, typical for street-name holdings; directors and officers collectively hold <1%, signaling limited direct “skin-in-the-game” by governance actors .
• Section 16 Compliance: The Fund reports full compliance with beneficial ownership reporting in 2023 and 2024, suggesting timely insider filings; monitoring ongoing Form 4 activity remains prudent for trading signals .

Compensation Structure Analysis

• Increased guaranteed vs at-risk pay: Not assessable; CLM does not disclose Adviser compensation terms for Bradshaw .
• RSUs/options: No director equity awards disclosed; options/RSUs tied to Adviser employment not reported in Fund proxies .
• Discretionary bonuses / metric changes / repricing: Not disclosed by the Fund for director roles; Adviser-level plan mechanics not available .

Say-on-Pay & Shareholder Feedback

• CLM proxies do not present say-on-pay for directors; compensation is limited to director service and is $0 for Interested Directors; no say-on-pay results disclosed .

Expertise & Qualifications

• Credentials: B.S. in Finance and Banking (Appalachian State University); M.B.A. (Rice University) with Investment Management concentration .
• Technical expertise: Oversees research; experience developing and implementing trading strategies across varied portfolios .
• Board qualifications cited: Effective business judgment; strong moral character and integrity; significant time commitment to Fund as Director and Officer .

Investment Implications

• Alignment: Bradshaw’s personal CLM stake ($51k–$100k) and “Over $100k” across the complex indicate meaningful, though not controlling, financial alignment; overall director/officer ownership is <1%, which limits direct incentive alignment with share count, shifting alignment to professional reputation and advisory economics .
• Governance/Independence: As a trustee of the entity owning the Adviser and an Interested Director, potential conflicts warrant vigilance; the absence of a Lead Independent Director heightens oversight risk, although independent committees provide some counterbalance .
• Compensation Transparency: $0 director fees for Interested Directors and the Fund’s lack of bonus/pension plans mean pay-for-performance cannot be assessed at the Fund level; Adviser-level compensation structures are opaque in Fund filings, limiting insight into incentives that drive trading strategy and portfolio decisions .
• Trading Signals: Section 16(a) compliance indicates timely insider reporting; monitor Form 4s for Bradshaw for potential selling/accumulation pressure and for any 8-K Item 5.02 changes to roles or committees that could signal shifts in decision-making influence .
• Control and Retention: Staggered board limits rapid governance turnover; continued approval of the advisory agreement (most recently Feb 7, 2025) and Bradshaw’s CIO role suggest stable adviser leadership, reducing near-term retention risk while concentrating influence among affiliated directors .