Robert Dean
About Robert E. Dean
Robert E. Dean (born April 1951) is a Class I non-interested (independent) director of Cornerstone Strategic Investment Fund, Inc. (CLM), serving since 2014. He is a private investor with a background in corporate finance and securities law, including senior roles at Ernst & Young Corporate Finance LLC and Gibson, Dunn & Crutcher LLP; he holds a B.A. from the University of California, Irvine and a J.D. from the University of Minnesota Law School . Dean is also a long-tenured public company director at National Bank Holdings Corporation (NYSE:NBHC), where he chairs Nominating & Governance and sits on Audit & Risk and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gibson, Dunn & Crutcher LLP | Corporate, banking, securities lawyer; Partner-in-Charge OC Office (1993–1996); Executive Committee member (1996–1999) | 1976–2000 | Senior firm leadership and governance experience |
| Ernst & Young Corporate Finance LLC | Senior Managing Director; Board of Managers member | 2000–2003 | Deal execution and capital markets advisory |
| Private Investor | Investor | 2003–present | Ongoing capital markets perspective |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| National Bank Holdings Corp. (NYSE:NBHC) | Director | Since June 2009 | Chair, Nominating & Governance; Member, Audit & Risk; Member, Compensation |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance (N&CG) Committee member at CLM .
- Independence: Classified as a non-interested (independent) director under the Investment Company Act of 1940 .
- Attendance and engagement: Board met four times in 2024; each director attended at least 75% of Board, Audit, and N&CG meetings (four each) .
- Committee leadership and expertise: Audit Committee chaired by Frank J. Maresca, who is designated the Audit Committee Financial Expert; N&CG Committee chaired by Andrew A. Strauss .
- Board structure: 10 directors, three interested; no Lead Independent Director; Chairman is an interested director (Ralph W. Bradshaw), who is also President of CLM and President of the Investment Adviser .
- Charters and oversight: The Audit and N&CG Committees have written charters; Audit Committee oversees financial reporting and auditor independence; N&CG oversees director nominations and governance practices .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation From CLM ($) | $42,500 | $45,000 |
| Total Compensation From Fund Complex ($) | $75,000 | $80,000 |
| Notes | Fund complex includes CLM and Cornerstone Total Return Fund, Inc. | Fund complex includes CLM and Cornerstone Total Return Fund, Inc. |
CLM discloses no bonus, profit-sharing, pension or retirement plans for directors .
Performance Compensation
| Compensation Element | Disclosure | Notes |
|---|---|---|
| Annual/Target Bonus ($) | Not applicable | Fund states directors have no bonus plans |
| Stock awards (RSUs/PSUs) | Not disclosed | Proxy tables show only cash compensation; no director equity grants disclosed |
| Options (strike/expiry/vesting) | Not disclosed | No option awards disclosed for directors |
| Performance metrics tied to pay (TSR, EBITDA, ESG) | Not disclosed | No performance-linked director pay metrics disclosed |
| Clawbacks / COI triggers | Not disclosed | No clawback provisions disclosed for director pay |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| National Bank Holdings Corp. (NYSE:NBHC) | Director; Chair N&G; Member Audit & Risk, Compensation | Financial services issuer; no disclosed related-party ties to CLM’s adviser |
| Cornerstone Total Return Fund, Inc. | Director (fund complex) | Same adviser; standard closed-end fund complex oversight |
Expertise & Qualifications
- Public capital markets and M&A transactions, regulatory and corporate governance expertise from senior leadership roles at E&Y Corporate Finance and Gibson Dunn .
- Legal training with BA (UC Irvine) and JD (University of Minnesota), aligning with audit and governance oversight .
- Long-standing public company board experience (NBHC) including committee leadership and cross-functional risk/compensation oversight .
Equity Ownership
| As of | Dollar Range of Equity Securities in CLM | Aggregate Dollar Range in Fund Complex |
|---|---|---|
| Dec 31, 2023 | $0 | $0 |
| Dec 31, 2024 | $0 | $0 |
CLM notes all directors and officers collectively own <1% of shares; no >5% beneficial owners identified; CEDE & Co. held ~99.9% of record shares as nominee .
Governance Assessment
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Positives:
- Independent status and dual-committee service (Audit; N&CG) support oversight breadth .
- Documented attendance threshold (≥75%) across Board and committees in 2024 indicates baseline engagement .
- Significant external governance credentials at NBHC (chairs N&G; member of Audit & Risk and Compensation), enhancing governance sophistication .
- No related-party transactions with the Investment Adviser or its affiliates for independent directors or immediate family over the past two fiscal years; no ownership of adviser/affiliate securities—reduces direct conflicts .
-
Watch items / RED FLAGS:
- No Lead Independent Director; Board chaired by an interested director who is also the President of CLM and President of the Investment Adviser—structural oversight risk for a fund board .
- Adviser ownership concentrated in Cornerstone Trust with trustees including members of management/board (Bradshaws)—heightened potential for adviser/board interlocks; requires strong independent committee rigor .
- Zero personal beneficial ownership in CLM and fund complex as of Dec 31, 2024—potential alignment concern relative to director ownership norms in some governance frameworks .
- Compensation disclosure limited to cash retainer amounts; no equity or performance-linked components—neutral for director independence but offers limited pay-for-performance signaling .
-
Year-over-year comp signal:
- Cash compensation increased from $42,500 (2023) to $45,000 (2024) at CLM; fund complex total rose from $75,000 to $80,000—an incremental raise without performance linkage .
Overall, Robert E. Dean brings extensive governance experience and independence to CLM’s board, with active committee service and external board leadership. The primary governance risks stem from CLM’s structural leadership (interested chair; no lead independent director) and adviser control dynamics, while Dean’s lack of fund share ownership may be seen as a skin-in-the-game shortfall depending on investor preferences .