Frank Maresca
About Frank J. Maresca
Frank J. Maresca (born Oct. 1958) is a Non‑Interested Director of Cornerstone Strategic Value Fund, Inc. (CLM) since 2020, serving as Chairman of the Audit Committee and a member of the Nominating & Corporate Governance Committee; he is designated the Board’s Audit Committee Financial Expert. He is Senior Advisor & Consultant (since May 2022) and formerly Vice President of Mutual Funds (Feb 2018–Apr 2022) at Broadridge Financial Solutions; previously Executive Vice President at AST Fund Solutions and Treasurer for CLM and The Asia Pacific Fund. He holds a BBA in public accounting from Hofstra University and is a CPA (inactive) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadridge Financial Solutions, Inc. | Senior Advisor & Consultant | Since May 2022 | Advisory to mutual fund services |
| Broadridge Financial Solutions, Inc. | Vice President, Mutual Funds | Feb 2018 – Apr 2022 | Product/operations leadership |
| AST Fund Solutions, LLC | Executive Vice President | Feb 2012 – Feb 2018 | Built fund administration group; business development for CEFs/BDCs |
| Cornerstone Strategic Value Fund, Inc. (CLM) | Treasurer | Apr 2013 – Feb 2018 | Fund officer role |
| The Asia Pacific Fund, Inc. | Treasurer | Jul 2016 – Feb 2018 | Fund officer role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cornerstone Total Return Fund, Inc. | Director | Ongoing | Oversees 2 portfolios across Fund Complex |
| Other public company boards | None | — | No external public directorships disclosed |
Board Governance
- Independence: Non‑Interested Director under the 1940 Act .
- Committee assignments: Audit Committee (Chair); Nominating & Corporate Governance Committee (Member) .
- Audit Committee Financial Expert: Appointed by the Board .
- Board meeting cadence and attendance: Board met 5x (2022), 4x (2023), 4x (2024); each Director attended ≥75% of Board and committee meetings in each year .
- Audit Committee met: 4x in 2022, 2023, and 2024 .
- Nominating & Corporate Governance Committee met: 4x in 2023; Board notes committee charter oversight .
- Board leadership: No Lead Independent Director; Chair is an Interested Director affiliated with the Adviser .
Meetings & Attendance
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Board meetings held | 5 | 4 | 4 |
| Audit Committee meetings | 4 | 4 | 4 |
| Nominating & Corporate Governance meetings | 4 | 4 | 4 |
| Maresca attendance status | ≥75% of meetings (Board & Committees) | ≥75% of meetings (Board & Committees) | ≥75% of meetings (Board & Committees) |
Fixed Compensation
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Aggregate Compensation From CLM ($) | $5,231 | $35,000 | $35,000 | $46,250 | $50,000 |
| Total Compensation from Fund Complex ($) | $8,967 | $60,000 | $60,000 | $82,500 | $90,000 |
The Fund states it has no bonus, profit sharing, pension or retirement plans .
Performance Compensation
| Component | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Bonuses / Profit Sharing / Pension Plans | None; Fund discloses no such plans | None; Fund discloses no such plans | None; Fund discloses no such plans | None; Fund discloses no such plans | None; Fund discloses no such plans |
No RSUs/PSUs, stock option awards, performance metrics, vesting schedules, clawbacks, or change‑in‑control terms are disclosed for directors in the proxy materials; only cash director compensation is presented .
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Fund Complex | Cornerstone Total Return Fund, Inc. | Director | Oversees two funds in complex |
| Outside Fund Complex | — | — | None disclosed |
Expertise & Qualifications
- 40+ years’ experience in U.S. registered investment companies, asset management, and asset servicing; senior leadership at Broadridge and AST Fund Solutions .
- BBA in public accounting (Hofstra University); CPA (inactive) .
- Audit Committee Financial Expert designation under SOX §407 .
Equity Ownership
| As of | Dollar Range in CLM | Aggregate Dollar Range in Fund Complex |
|---|---|---|
| Dec 31, 2020 | $0 | $0 |
| Dec 31, 2021 | $0 | $0 |
| Dec 31, 2023 | $0 | $0 |
| Dec 31, 2024 | $0 | $0 |
No pledging, hedging, or guideline requirements are disclosed for directors; only dollar‑range beneficial ownership is reported .
Governance Assessment
- Strengths: Chair of Audit Committee with SOX §407 Financial Expert designation; consistent ≥75% attendance across Board and committees; independent of the Adviser with no related‑party transactions or security holdings in Adviser affiliates reported for independent directors .
- Alignment risk: Reports $0 beneficial ownership in CLM and the Fund Complex across multiple years (2020, 2021, 2023, 2024), which may signal weaker economic alignment versus peers who hold shares (e.g., other directors show “Over $100,000”) .
- Board structure considerations: No Lead Independent Director and three Interested Directors affiliated with the Adviser on a 9–10 member Board; risk oversight handled via Audit and N&CG committees without a separate risk committee, though the Board reports continuous evaluation of its structure .
- Compensation trend: Maresca’s cash compensation rose from $35,000 (2021–2022) to $46,250 (2023) and $50,000 (2024), consistent with chair responsibilities but with no disclosed equity or performance‑based components, limiting pay‑for‑performance alignment .
No director‑level related party transactions, loans, or conflicts were disclosed for independent directors; transaction thresholds over $120,000 with Adviser or affiliates were explicitly denied for the past two fiscal years and past five years for independent directors .