Scott Rogers
About Scott B. Rogers
Scott B. Rogers (born July 1955) is a Class II Non‑Interested (independent) Director of Cornerstone Strategic Value Fund, Inc. (CLM) serving since 2001; his current term runs until the 2027 annual meeting. He serves on both the Audit Committee and the Nominating & Corporate Governance (N&CG) Committee. Rogers leads a regional community ministry (ABCCM) and brings long‑tenured nonprofit leadership and community perspective to the board. He also oversees two portfolios in the fund complex (CLM and Cornerstone Total Return Fund, Inc.). The Board does not have a lead independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Asheville Buncombe Community Christian Ministry (ABCCM) | Executive Director / Chief Executive Officer | Over 30 years | Provides nonprofit perspective and community insight; effective business judgment and stakeholder engagement cited by the Board. |
| ABCCM Doctor’s Medical Clinic | President | Not disclosed | Community health leadership noted in director biography. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cornerstone Total Return Fund, Inc. | Director | Not disclosed | Oversees 2 funds in the Cornerstone complex; independent director. |
| Faith Partnerships Incorporated | Director | Not disclosed | Nonprofit governance; community engagement. |
| North Carolina Governor’s Council on Homelessness | Member | Not disclosed | Policy and social impact experience. |
| Other public company boards (outside the fund complex) | None | — | No outside public company directorships disclosed. |
Board Governance
- Independence: Classified as a Non‑Interested Director; both the Audit and N&CG Committees are composed exclusively of non‑interested directors.
- Committee assignments: Member, Audit Committee; Member, N&CG Committee. He does not chair either committee (Audit chaired by Frank J. Maresca; N&CG chaired by Andrew A. Strauss).
- Board structure: 10 directors (3 interested); no lead independent director; Chairman is an interested director (Ralph W. Bradshaw).
- Meeting cadence and attendance: The Board met 4 times in 2024 and 4 times in 2023; the Audit and N&CG Committees each met 4 times in 2024 and 4 times in 2023. Each director attended at least 75% of the meetings of the Board and of each committee on which they served in those years.
| Meetings Held | 2023 | 2024 |
|---|---|---|
| Board meetings (#) | 4 | 4 |
| Audit Committee meetings (#) | 4 | 4 |
| N&CG Committee meetings (#) | 4 | 4 |
| Rogers’ Attendance | 2023 | 2024 |
|---|---|---|
| Board | ≥75% of meetings | ≥75% of meetings |
| Audit Committee | ≥75% of meetings | ≥75% of meetings |
| N&CG Committee | ≥75% of meetings | ≥75% of meetings |
Fixed Compensation
- The Fund states it has no bonus, profit sharing, pension or retirement plans for directors.
| Year | Aggregate Compensation from CLM ($) | Total from Fund Complex ($) |
|---|---|---|
| 2022 | 35,000 | 60,000 |
| 2023 | 42,500 | 75,000 |
| 2024 | 45,000 | 80,000 |
Notes:
- Fund complex consists of CLM and Cornerstone Total Return Fund, Inc.
- Slightly higher pay for certain peers likely reflects chair premiums (e.g., Audit or N&CG chairs), but no line‑item breakdown is provided for Rogers.
Performance Compensation
- No performance‑based incentives (bonuses, PSUs/RSUs, option awards) are disclosed for directors; the proxy explicitly notes no bonus, profit sharing, pension or retirement plans.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Notes |
|---|---|---|---|
| Cornerstone Total Return Fund, Inc. | Public CEF (fund complex) | Director | Oversees 2 funds within the Cornerstone fund complex. |
| Outside public company boards | — | None | No external public directorships disclosed for Rogers. |
| Adviser/affiliates transactions | — | None | Independent directors and immediate families reported no interests or transactions >$120,000 with Cornerstone Advisors, LLC or affiliates over the past five years; no securities of the adviser owned. |
Expertise & Qualifications
- Nonprofit leadership and governance: Executive leader for 30+ years; brings community perspective that the Board views as diversifying deliberations.
- Boardroom skills: Described as demonstrating effective business judgment, strong moral character, and integrity; collaborates effectively with other directors, the adviser, service providers, counsel, and the independent auditor.
Equity Ownership
| As of Date | Dollar Range of Equity Securities in CLM | Aggregate Dollar Range in Fund Complex |
|---|---|---|
| Dec. 31, 2023 | $0 | $0 |
| Dec. 31, 2024 | $0 | $0 |
- No director ownership guidelines are disclosed in the proxy; Rogers reported the lowest disclosed ownership range ($0).
Governance Assessment
-
Positives:
- Independent director with long‑tenured service and consistent committee participation; meets attendance thresholds.
- Committees comprised solely of independent directors; Audit Committee has a designated financial expert (Maresca).
- No related‑party transactions or adviser‑affiliated holdings reported for independent directors, reducing conflict risk.
-
Concerns / RED FLAGS:
- Zero reported share ownership in CLM and across the fund complex weakens pay‑for‑performance alignment and “skin‑in‑the‑game.”
- Board lacks a lead independent director while the chair is an interested director, limiting independent counterbalance.
- Compensation disclosure shows only aggregate cash; absence of any equity retainer and lack of ownership may reduce alignment versus best‑practice fund boards.
Overall implication for investors: Rogers is a consistently engaged, independent director with deep nonprofit leadership, but the absence of any personal share ownership and lack of a lead independent director at the board level are noteworthy governance alignment gaps to monitor. Strengthening ownership alignment (even a modest equity retainer or open‑market purchases) and adding a lead independent director would enhance investor confidence.