Frank Maresca
About Frank J. Maresca
Frank J. Maresca (born Oct. 1958) is a non‑interested independent director of Cornerstone Total Return Fund, Inc. (CRF) since 2020. He serves as Chairman of the Audit Committee and member of the Nominating & Corporate Governance (N&CG) Committee; the Board has designated him as the Audit Committee Financial Expert under Sarbanes‑Oxley §407. Maresca is a senior advisor and consultant at Broadridge Financial Solutions and previously led mutual fund operations at Broadridge; he is a CPA (inactive) with 40+ years’ experience in registered investment companies, asset management, and asset servicing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadridge Financial Solutions, Inc. | Vice President, Mutual Funds | Feb 2018 – Apr 2022 | Led mutual fund function; relevant to fund operations oversight |
| AST Fund Solutions, LLC | Executive Vice President | — (prior to Broadridge) | Created and headed fund administration group; oversaw business development for closed‑end funds and BDCs |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Broadridge Financial Solutions, Inc. (NYSE:BR) | Senior Advisor and Consultant | Since May 2022 |
Board Governance
- Committee assignments: Audit Committee (Chair); N&CG Committee (Member). Audit Committee comprised solely of non‑interested directors; N&CG Committee likewise .
- Audit Committee Financial Expert: Board appointed Maresca as the §407 financial expert .
- Attendance and engagement: In 2024, the Board met 4 times; each director attended at least 75% of Board, Audit, and N&CG meetings. In 2023, same pattern (four meetings; ≥75% attendance for all directors) .
- Independence status: Maresca is a non‑interested director under the 1940 Act .
- Lead Independent Director: The Board does not have a lead independent director .
Committee Roles by Year
| Committee | 2023 | 2024 |
|---|---|---|
| Audit | Chair; member of non‑interested Audit Committee | Chair; member of non‑interested Audit Committee |
| Nominating & Corporate Governance | Member; committee of non‑interested directors | Member; committee of non‑interested directors |
Board & Committee Meetings and Attendance
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 4 | 4 |
| Audit Committee meetings held | 4 | 4 |
| N&CG Committee meetings held | 4 | 4 |
| Attendance compliance | Each director ≥75% at Board/Audit/N&CG | Each director ≥75% at Board/Audit/N&CG |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Aggregate Compensation From Fund ($) | $36,250 | $40,000 |
| Total Compensation From Fund Complex ($) | $82,500 | $90,000 |
The Fund states it has no bonus, profit sharing, pension, or retirement plans for directors .
- Note: Maresca’s aggregate/complex compensation is higher than most other independent directors, consistent with Audit Committee chair responsibilities (Board materials show him signing as Audit Committee Chairman) .
Performance Compensation
- No performance‑linked elements (bonuses, PSU/option awards, ESG/financial metrics) are disclosed for directors; the proxy indicates no bonus, profit sharing, pension or retirement plans for directors . | Performance-Linked Element | Disclosure | |---|---| | Bonuses / Incentive plans | None disclosed | | Equity awards (RSUs/PSUs/Options) | Not disclosed in director compensation tables | | Performance metrics (TSR, EBITDA, etc.) | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| Cornerstone Strategic Investment Fund, Inc. | Director | Closed‑end fund in same complex | Oversees 2 portfolios across Fund complex |
| Outside public company boards (past 5 years) | None | — | Per nominee table, no external public directorships |
- Potential interlocks/conflicts:
- Advisory role at Broadridge (a provider to banks, broker‑dealers, and corporate issuers). The proxy does not indicate Broadridge as a CRF service provider, and independent directors (incl. Maresca) report no transactions or interests >$120,000 with the Investment Adviser or affiliates over the past five years; none since the beginning of the last two fiscal years .
Expertise & Qualifications
- 40+ years in investment management, registered funds, and asset servicing; CPA (inactive) .
- Designated Audit Committee Financial Expert by the Board .
- Senior advisory experience at Broadridge; prior executive leadership in fund administration at AST .
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Dollar Range of Equity Securities in CRF | $0 | $0 |
| Aggregate Dollar Range in all Funds overseen (Fund complex) | $0 | $0 |
- All directors and executive officers collectively owned less than 1% of outstanding shares; no >5% beneficial owners reported .
Governance Assessment
-
Strengths:
- Independent director with deep fund administration and accounting background; Board‑designated financial expert, which bolsters audit oversight quality .
- Consistent attendance compliance (≥75%) across Board and committees; active Audit Committee chair duties evidenced by reports .
- No related‑party transactions or interests with the Adviser/affiliates above materiality thresholds, limiting conflicts risk .
-
Watch items / potential RED FLAGS:
- Zero reported share ownership in CRF and across Fund complex—an alignment concern for investors seeking “skin‑in‑the‑game” from independent directors .
- Board lacks a lead independent director, which may reduce independent counterbalance to an interested Chair in certain governance contexts .
-
Compensation signals:
- Modest, cash‑based director compensation with higher amounts consistent with committee chair responsibilities; no performance‑linked or equity compensation disclosed, limiting pay‑for‑performance alignment but common among closed‑end funds .