Ralph Bradshaw

About Ralph Bradshaw

Ralph W. Bradshaw is Chairman of the Board and President of Cornerstone Strategic Value Fund, Inc. (CLM) and an “Interested Director” due to his affiliation as President of the Fund’s Investment Adviser, Cornerstone Advisors, LLC; he has served on CLM’s board since 1998 (birth date: Dec. 1950) . He co‑founded Cornerstone Advisors, Inc. and served as its President (2001–Apr. 30, 2019) before becoming President of Cornerstone Advisors, LLC on May 1, 2019; he holds a B.S. in Chemical Engineering and an M.B.A. . Bradshaw also serves as President and a director of Cornerstone Total Return Fund, Inc. within the fund complex . The proxy statements do not disclose total shareholder return (TSR), revenue, or EBITDA performance metrics tied to his role; CLM’s proxy focuses on director governance and fees rather than operating performance metrics .

Past Roles

External Roles

Fixed Compensation

CLM is an externally managed closed‑end fund; the proxy discloses director compensation only and states the Fund has no bonus, profit sharing, pension or retirement plans . Bradshaw received no director fees from CLM or the Fund Complex in recent years; any compensation related to his executive duties occurs at the adviser level and is not disclosed in the Fund’s proxy .

Performance Compensation

No equity awards (RSUs/PSUs), options, performance metrics, or vesting schedules are disclosed for directors or officers at the Fund level; the proxy provides only director fee tables and notes no bonus/profit‑sharing/pension plans . As an externally managed CEF, compensation structures for adviser personnel (including Bradshaw) are not included in CLM’s proxy .

Equity Ownership & Alignment

• As of the 2024 proxy mailing, all directors and executive officers as a group owned less than 1% of outstanding shares; 234,744,009 common shares were outstanding on Feb. 15, 2024 .
• As of the 2025 proxy, Cede & Co. held of record ~99.9% of shares (street name); all directors and officers owned less than 1% as a group .
• No pledging/hedging policy or stock ownership guidelines for directors are disclosed in the proxy filings reviewed .

Employment Terms

• Role and independence: Bradshaw is Chairman of the Board and President of CLM and is an “Interested Director” due to his role as President of the Investment Adviser (Cornerstone Advisors, LLC) .
• Adviser relationship and potential conflicts: The Investment Adviser is owned by the Cornerstone Trust (trustees include Ralph W., Joshua G., and Daniel W. Bradshaw); the Board last approved the investment management agreement on Feb. 7, 2025 (prior approval Feb. 9, 2024) .
• Contracts, severance, change‑of‑control: The proxies do not disclose any CLM employment contract, severance, change‑of‑control provisions, or clawback terms for Bradshaw at the Fund level; compensation and terms at the adviser are not disclosed in CLM’s proxy .
• Deferred compensation/pension/perquisites (Fund-level): Not applicable; Fund states it has no bonus, profit sharing, pension or retirement plans .

Board Governance

• Structure and leadership: The Board had nine directors in 2024 and ten in 2025; Bradshaw serves as Chairman and President; the Board has no lead independent director .
• Committees: Two standing committees—Audit; Nominating & Corporate Governance—comprised of non‑interested directors; Bradshaw (an Interested Director) is not listed as a member .
• Meetings and attendance: The Board convened four times in 2023 and four times in 2024; each director attended at least 75% of applicable Board and committee meetings in each year .
• Staggered board: Classified into three classes with three‑year terms, which can delay replacement of a majority of directors .

Other Directorships & Interlocks

• Cornerstone Total Return Fund, Inc.: President and Director .
• Cornerstone Trust: Trustee (trust owns Cornerstone Advisors, LLC) .
• Former director roles: Several other closed‑end funds (not individually listed) .
• Independent director transactions: Proxies state no independent director or immediate family transactions with the adviser or affiliates above $120,000 in the last two years; this section underscores independence for committee members (note: not directly about Bradshaw) .

Performance & Track Record

• Biography‑reported experience: 25+ years of investment management experience in closed‑end funds; developed trading strategies across domestic/international equity and fixed‑income portfolios; prior consulting/managerial roles in multiple industries .
• Fund performance metrics (e.g., TSR, NAV alpha) are not provided in the proxy statements reviewed; investors should assess fund performance via CLM reports and market data outside the proxy .

Risk Indicators & Red Flags

• Dual role and family affiliations: Bradshaw is Board Chair and Fund President and President of the Investment Adviser; two additional Bradshaw family members (Joshua G., Daniel W.) are “Interested Directors” and fund officers; the Board lacks a lead independent director, increasing perceived governance risk and potential conflicts .
• Adviser ownership/control: The Investment Adviser is owned by Cornerstone Trust, whose trustees include Ralph W. Bradshaw, indicating influence over advisory economics; the management agreement is periodically re‑approved by the Board .
• Low disclosed transparency on executive pay: No disclosure of adviser‑level compensation structures, performance metrics, or clawback provisions for Bradshaw in the Fund’s proxy .
• Ownership alignment: Bradshaw’s dollar range of holdings is “Over $100,000,” but directors and officers collectively own <1% of outstanding CLM shares, limiting direct ownership alignment at the Fund level .

Compensation Committee Analysis

• CLM does not have a Compensation Committee; compensation‑related governance is not a standing committee function for the Fund (committees are Audit; Nominating & Corporate Governance) .

Say‑on‑Pay & Shareholder Feedback

• Not applicable; CLM proxies do not include say‑on‑pay proposals or vote outcomes .

Investment Implications

• Alignment vs. conflicts: Bradshaw’s meaningful personal investment (“Over $100,000”) indicates some alignment, but overall insider ownership is <1%, and concentrated advisory control via the Cornerstone Trust (with Bradshaw as trustee) plus absence of a lead independent director elevates governance risk and potential conflicts .
• Pay‑for‑performance opacity: With external management, adviser‑level compensation, incentives, severance/CIC, and clawbacks are not disclosed, reducing visibility into incentive alignment and creating uncertainty around retention risk and performance incentives for Bradshaw .
• Board oversight: Independent‑only committees and regular meeting cadence/attendance mitigate some risk, but the classified board structure and dual executive/Chair role can entrench management influence over time .
• Bottom line: Governance structure and related‑party dynamics warrant a higher diligence threshold; monitor advisory agreement renewals, independent director composition, and any future disclosures that clarify adviser‑level incentives and potential conflicts .