Andrew Strauss
About Andrew A. Strauss
Andrew A. Strauss (born Nov. 1953) is an independent director of Cornerstone Total Return Fund, Inc. (CRF), serving since 2001. He is Chair of the Nominating & Corporate Governance Committee and a member of the Audit Committee. Professionally, he is an attorney and senior member of Strauss Attorneys PLLC; he previously served in an executive capacity at a large public company for over nine years. He earned degrees from the Wharton School (University of Pennsylvania) and Georgetown University Law Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Large public company (not specified) | Executive capacity | 9+ years (prior role) | Executive experience cited in director biography |
| Strauss Attorneys PLLC | Attorney; Senior member | Ongoing (past 5+ years) | Estate planning, probate, estate administration; securities law background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cornerstone Strategic Investment Fund, Inc. (Fund Complex) | Director | Ongoing | Oversees 2 funds in the complex |
| Deerfield Charitable Foundation | Director | Ongoing | Non-profit board role |
| Other public company boards (past 5 years) | None | — | None disclosed |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Identified as a “non-interested” director under the 1940 Act via committee compositions; both committees consist solely of directors who are not interested persons . |
| Committees | Chair: Nominating & Corporate Governance; Member: Audit . |
| Meetings in 2024 | Board: 4 meetings; Audit Committee: 4 meetings; Nominating & Corporate Governance Committee: 4 meetings . |
| Attendance | Each director attended at least 75% of Board, Audit, and N&CG meetings for which they were a member in 2024 . |
| Board leadership | Chairman is an “interested” director affiliated with the Investment Adviser; the Board does not have a Lead Independent Director . |
| Term/election | Nominated to serve until the 2026 Annual Meeting (or until successor elected and qualified) . |
Fixed Compensation
| Year (Calendar) | Aggregate Compensation from CRF | Total Compensation from Fund Complex | Notes |
|---|---|---|---|
| 2024 | $37,500 | $85,000 | Proxy notes the Fund has no bonus, profit sharing, pension or retirement plans . |
No fee schedule breakdown (retainer vs. chair/committee fees) was disclosed in the cited excerpts; compensation is presented as aggregate amounts .
Performance Compensation
| Component | Structure/Metric | Detail |
|---|---|---|
| Cash bonus | Not applicable | The Fund states it has no bonus or profit sharing plans for directors . |
| Equity awards (RSUs/PSUs/Options) | Not disclosed | No equity awards or option programs for directors were disclosed in the cited sections; compensation presented as aggregate amounts . |
| Performance metrics tied to pay | None disclosed | No revenue/EBITDA/TSR/ESG performance metrics disclosed for director pay . |
| Deferred comp/pension/SERP | None | Proxy states no pension or retirement plans for directors . |
| Clawback/COC/Severance | Not disclosed | No director-specific clawback, severance, or change-in-control terms disclosed in cited sections. |
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles | Notes |
|---|---|---|---|---|
| Cornerstone Strategic Investment Fund, Inc. | Public closed-end fund (Fund Complex) | Director | Not disclosed | Oversees 2 funds in complex; same adviser (Cornerstone Advisors, LLC) . |
| Outside public companies (last 5 years) | — | None | — | None disclosed . |
Expertise & Qualifications
- Securities law background; senior attorney focusing on estate planning/probate/estate administration .
- Executive experience at a large public company (9+ years) .
- Education: Wharton School (UPenn) and Georgetown University Law Center .
- Board-level strengths cited: effective business judgment; ability to interact with service providers, counsel, and independent auditors .
Equity Ownership
| Holder | Dollar Range in CRF | Aggregate Dollar Range in Fund Complex | As of |
|---|---|---|---|
| Andrew A. Strauss | 0 | 0 | Dec. 31, 2024 |
Director ownership is reported in dollar ranges; Strauss reported “0” for both CRF and the fund complex as of 12/31/2024 .
Governance Assessment
-
Strengths
- Chair of Nominating & Corporate Governance Committee and member of Audit Committee, both comprised solely of independent directors, indicating a central role in oversight and board refreshment .
- Attendance met the ≥75% threshold for Board and both committees in 2024, signaling baseline engagement .
- No related-party transactions or interests over $120,000 (self or immediate family) with the adviser/affiliates over the last two fiscal years or five-year lookback, reducing conflict risk .
-
Risks / Watch Items
- Zero reported fund and complex equity ownership as of 12/31/2024 may weaken alignment with shareholders for a director with long tenure (since 2001) .
- Board leadership structure lacks a Lead Independent Director, while the Chair is an interested director affiliated with the adviser; three interested directors are on the 10-member board, elevating reliance on committee independence for checks and balances .
- Compensation disclosures present aggregate amounts without fee schedule detail (retainer vs. chair/committee fees) and no equity component disclosed, limiting transparency into pay structure and alignment mechanisms .
-
Bottom line
- Strauss brings legal and public company executive experience and holds key governance roles, but absence of personal share ownership and a board structure without a lead independent director pose alignment and oversight-structure considerations. Continued monitoring of committee outputs, board refreshment, and any movement toward director share ownership would be prudent .
Citations:
- 2025 DEF 14A (covering 2024 year): director biography, roles, independence, committees, attendance, compensation, and ownership .