Marcia Malzahn
About Marcia E. Malzahn
Independent director of Cornerstone Strategic Investment Fund, Inc. (CLM) since 2019; born April 1966; 30 years of banking experience including cofounding a Minnesota community bank (roles included EVP/CFO/COO; latest responsibilities as Chief Risk Officer), and corporate secretary roles. Founder of Malzahn Companies (2014–present) and President/CEO of Malzahn Strategic, LLC (since January 2024), with focus areas in strategic planning, ERM, treasury, and talent management; B.A. in Business Management (Bethel University); Certified Community Bank Director; graduate and faculty of the Graduate School of Banking at Madison, WI; published author and bilingual speaker .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Minnesota community bank (cofounded) | Executive Vice President, Chief Financial Officer, Chief Operating Officer; latest as Chief Risk Officer; Corporate Secretary of bank and holding company | Cofounded in 2005; subsequent senior roles (exact years not disclosed) | Operational, financial, and risk leadership; governance through corporate secretary responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Malzahn Companies, LLC | President & Founder | 2014–present | Built speaking and publishing platforms (Crowning Achievements International; Malzahn Publishing) |
| Malzahn Strategic, LLC | President & CEO | Jan 2024–present | Consulting for community banks/credit unions in strategy, ERM, treasury, talent |
| Village Bank (Blaine, MN) | Director; Audit & Risk Committee Chair | 2019–2022 | Audit & risk oversight leadership |
Board Governance
- Class I Non-Interested Director; committees: Audit Committee and Nominating & Corporate Governance Committee (N&CG). Not a committee chair; Audit Committee Financial Expert designated is Frank J. Maresca .
- Independence: Not an “interested person” under the Investment Company Act; the Audit and N&CG Committees are composed entirely of independent directors, including Ms. Malzahn .
- Attendance: Board met four times in 2024; each director attended at least 75% of Board, Audit, and N&CG meetings; same attendance standard disclosed for 2023 .
- Board leadership: 10 directors (2025), with 3 interested directors; Chair is an interested director; no Lead Independent Director .
- Years of service on this board: Since 2019 .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Aggregate Compensation From CLM ($) | $42,500 | $45,000 |
| Total Compensation from Fund Complex ($) | $75,000 | $80,000 |
| Bonus/Profit Sharing/Pension/Retirement Plans | Fund discloses none | Fund discloses none |
Notes:
- Fund states it has no bonus, profit sharing, pension or retirement plans for directors .
Performance Compensation
- No director performance-based components are disclosed (e.g., no bonus metrics, RSUs/PSUs, or options detailed for directors). The proxy explicitly states the Fund has no bonus, profit sharing, pension or retirement plans for directors .
Other Directorships & Interlocks
| Entity | Type | Role | Tenure/Notes |
|---|---|---|---|
| Cornerstone Total Return Fund, Inc. | Public closed-end fund (sister fund in complex) | Director | Current; CLM director also oversees both funds in complex (2 portfolios) |
| Outside public company directorships (past 5 years) | — | None | Proxy lists “None” for Malzahn outside the fund complex |
| Village Bank (Blaine, MN) | Community bank | Director; Audit & Risk Chair | 2019–2022 |
Interlock implication: Service on both CLM and Cornerstone Total Return Fund creates intra-complex oversight continuity but not an external interlock with suppliers/customers/competitors .
Expertise & Qualifications
- Banking and risk management (30 years; CFO/COO/CRO roles; audit & risk committee chair experience) .
- Governance and compliance exposure via corporate secretary roles .
- Strategy/ERM/treasury/talent consulting expertise (Malzahn Strategic; Malzahn Companies) .
- Education and credentials: B.A. Business Management (Bethel University); Certified Community Bank Director; Graduate School of Banking (graduate and faculty); published author; bilingual speaker .
Equity Ownership
| Metric | 2023 | 2024 |
|---|---|---|
| Dollar Range of Equity Securities in CLM | $0 | $0 |
| Aggregate Dollar Range across Fund Complex | $0 | $0 |
| Directors and officers’ collective ownership vs. shares outstanding | <1% of outstanding shares (as of proxy dates) | <1% of outstanding shares (as of proxy dates) |
Insider Trades
| Item | 2023 | 2024 |
|---|---|---|
| Section 16(a) filing compliance (directors/officers) | Fund believes all applicable filings complied with during year | Fund believes all applicable filings complied with during year |
Note: Proxy statements do not list individual Form 4 transactions; only compliance status is disclosed .
Related-Party Transactions and Conflicts
- Independent directors (including Ms. Malzahn) and immediate family: no beneficial ownership in Cornerstone Advisors, LLC (adviser) or affiliates; no direct/indirect interests >$120,000 in the adviser/affiliates over past five years; and no transactions >$120,000 with the adviser/affiliates since the beginning of the last two fiscal years .
- Adviser ownership/board context: Adviser is owned by Cornerstone Trust (trustees include Ralph, Joshua, and Daniel Bradshaw); CLM’s chair and two other directors are “interested persons” affiliated with the adviser .
Governance Assessment
-
Positives:
- Independent director with deep banking, finance, and ERM background; prior audit & risk chair experience augments committee effectiveness .
- Active membership on Audit and N&CG Committees; Board and committee attendance at or above 75% thresholds in 2023–2024 supports engagement .
- No related-party transactions or adviser-affiliate interests for independent directors in the lookback period reduces conflict risk .
-
Concerns/RED FLAGS:
- Zero share ownership in CLM and across the fund complex for Ms. Malzahn may weaken alignment with shareholders (skin-in-the-game), though directors collectively own <1% overall .
- Board lacks a Lead Independent Director and has an interested Chair with two additional interested directors, which could dilute independent oversight; mitigated by independent-only composition of key committees .
- No disclosure of director equity compensation (RSUs/DSUs) or ownership guidelines for directors; absence of such mechanisms can limit long-term alignment signals (not disclosed in proxies) .
-
Compensation structure signals:
- Year-over-year increase in cash compensation (CLM: $42,500→$45,000; complex: $75,000→$80,000) indicates incremental cash retainer growth; no performance-based components or plans disclosed .