Brian Lutes

About Brian Lutes

Brian J. Lutes (birth date: June 1975) serves as Treasurer of Cornerstone Total Return Fund, Inc. (CRF), effective March 2, 2022, and is an employee of the Fund’s administrator, Ultimus Fund Solutions, LLC . As of the 2025 proxy, he is Senior Vice President, Relationship Management at Ultimus (since January 2024) and previously served as Senior Vice President, Fund Accounting; he continues to serve as Treasurer for the Cornerstone fund complex . Security ownership disclosures indicate there were no 5% beneficial owners and that all directors and executive officers as a group owned less than 1% of outstanding shares, underscoring limited direct equity alignment at the officer level .

Past Roles

External Roles

Fixed Compensation

• The CRF proxy provides director compensation but does not present officer salary/bonus tables; Lutes is listed solely as an officer employed by the Administrator (Ultimus) rather than as a compensated executive of the Fund .
• The Fund’s “Administrator” section identifies Ultimus Fund Solutions, LLC as the current administrator, reinforcing that officers like the Treasurer are Ultimus personnel; no officer cash compensation detail is included in the proxy .

Performance Compensation

• No officer equity award, option award, or performance-metric-based incentive plans are disclosed for CRF officers in the proxy; compensation disclosures focus on directors only .
• No clawback, tax gross-up, deferred compensation, SERP, severance, or change-of-control economics are presented for officers in the proxy .

Equity Ownership & Alignment

• Section 16 compliance note: A Form 3 filed on March 17, 2022 by Brian Lutes (Treasurer) was reported as late due to inadvertent administrative oversight (disclosed in the 2023 proxy) .

Employment Terms

• Appointment/tenure: Treasurer of CRF effective March 2, 2022 .
• Employer/affiliation: Employee of Ultimus Fund Solutions, LLC (the Fund’s Administrator) .
• Contract/severance/co‑c provisions: No officer employment agreements, severance multiples, single/double trigger change‑of‑control, or accelerated vesting terms are disclosed in CRF’s proxy .
• Non‑compete/non‑solicit/garden leave/post‑termination: Not disclosed in the proxy .
• Clawback/hedging/pledging/ownership guidelines: Not disclosed for officers; proxy indicates directors/executive officers as a group own <1% and lists no pledging details for officers .

Investment Implications

• Limited pay-for-performance linkage: The absence of officer cash/equity incentive disclosure for CRF officers (and Lutes’s employment via Ultimus) suggests Fund-level officer incentives are not a driver of CRF distribution policy, portfolio turnover, or leverage decisions; governance emphasis is on director oversight rather than officer incentive alignment .
• Low insider alignment signal: With all directors and executive officers as a group owning <1% and no 5% beneficial owners, insider ownership alignment appears limited; this reduces potential insider selling pressure but also diminishes skin-in-the-game for officers .
• Retention risk appears tied to service provider: Lutes’s role is anchored at Ultimus (administrator). Retention considerations are more about service-provider stability and fee arrangements than CRF-specific executive contracts; changes to administrator terms could be a governance signal .
• Compliance footnote: The late Form 3 in 2022 is a minor administrative lapse without broader enforcement implications disclosed; no repeat issues were reported for 2024 filings .

Net take: For CRF, officer-level compensation dynamics offer limited trading signals. Governance and distribution policy remain the key levers; monitor board actions, advisory/administrative agreements, and capital actions (e.g., rights offerings) rather than officer comp events for catalysts .