Joshua Bradshaw
About Joshua Bradshaw
Joshua G. Bradshaw is an Interested Director and Assistant Secretary of Cornerstone Total Return Fund, Inc. (CRF) since 2022, and Chief Executive Officer of the Fund’s investment adviser, Cornerstone Advisors, LLC, effective January 2025; previously Chief Operating Officer (May 2023–Dec 2024) and Vice President (2019–Apr 2023). He holds a B.Arch. from the University of Tennessee, an MBA in International Business from Liberty University, and a Certificate in Business Excellence from Columbia Business School; birth date June 1988 . During his tenure as portfolio manager/adviser executive, CRF reported strong market-value average annual total returns as of December 31, 2024: 1-year 47.90%, 5-year 18.74%, 10-year 15.38 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cornerstone Advisors, LLC (Investment Adviser) | Chief Executive Officer | Jan 2025–Present | Overall leadership of adviser; oversight of operations and portfolio management for CRF and related fund . |
| Cornerstone Advisors, LLC | Chief Operating Officer | May 2023–Dec 2024 | Led adviser operations; served as portfolio manager supporting CRF’s strategy . |
| Cornerstone Advisors, LLC | Vice President | Jun 2019–Apr 2023 | Investment/operational leadership; transitioned from prior adviser after May 2019 . |
| Cornerstone Advisors, Inc. (Former Adviser) | Vice President | 2016–Apr 2019 | Investment management for closed-end funds before adviser change . |
| CRF | Director; Assistant Secretary | 2022–Present | Board service; officer duties; Interested Director due to adviser affiliation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cornerstone Strategic Investment Fund, Inc. | Director; Assistant Secretary | Ongoing | Parallel board/officer role within Fund Complex . |
| Other public company boards | — | — | Proxy disclosures indicate none in past 5 years . |
Board Governance
- Status: Interested Director (affiliated with the investment adviser); not independent under the Investment Company Act .
- Board structure: 10 directors, 3 Interested Directors (Ralph W. Bradshaw – Chairman/President; Daniel W. Bradshaw – Director/Assistant Secretary; Joshua G. Bradshaw – Director/Assistant Secretary). No Lead Independent Director .
- Committees: Board maintains Audit Committee and Nominating & Corporate Governance Committee; committee chair roles are held by independent directors (e.g., Audit Chair: Frank J. Maresca; Nominating Chair: Andrew A. Strauss) .
- Attendance: Board convened 4 times in calendar 2024; each director attended at least 75% of Board, Audit, and Nominating meetings .
- Dual-role implications: Bradshaw simultaneously serves as CRF director/officer and CEO of the adviser; Board acknowledges potential conflict risks and emphasizes information flow/oversight benefits within this structure .
- Fund complex governance: Adviser is owned by Cornerstone Trust; trustees include Ralph W., Joshua G., and Daniel W. Bradshaw; highlights alignment/control across adviser and funds .
Fixed Compensation
CRF pays directors cash retainers; Interested Directors (including Joshua G. Bradshaw) receive $0 from the Fund. The Fund discloses it has no bonus, profit-sharing, pension or retirement plans.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Aggregate Director Compensation From CRF (Joshua G. Bradshaw) | $0 | $0 | $0 |
| Total Compensation From Fund Complex Paid to Director (Joshua G. Bradshaw) | $0 | $0 | $0 |
| Plan disclosures | “No bonus, profit sharing, pension or retirement plans” (Fund-level) |
Performance Compensation
- Not disclosed at the Fund level for Joshua G. Bradshaw; compensation arrangements reside at Cornerstone Advisors, LLC (private), and CRF reports no executive incentive plans. Skip due to no disclosure .
Equity Ownership & Alignment
| Item | As of Dec 31, 2024 |
|---|---|
| Dollar range of equity securities in CRF (Joshua G. Bradshaw) | $0–$10,000 |
| Aggregate dollar range in all funds overseen (Fund Complex) | $10,001–$50,000 |
| Ownership concentration | All directors and executive officers owned less than 1% of CRF as of Dec 31, 2023 |
| Pledging/Hedging | Not disclosed; no pledging reported in proxy |
| Insider filings context | Rights offerings and dividend reinvestment drive insider position changes across Cornerstone funds; Joshua filed rights-related Form 4 for CLM in 2022 (context for complex-level activity) . |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start at adviser | Vice President since 2016 (Former Adviser) and 2019 (current adviser); COO May 2023; CEO Jan 2025 . |
| CRF board service start | 2022 . |
| Contract term, severance, change-of-control, clawbacks | Not disclosed at Fund level; adviser agreements are not detailed in the proxy . |
| Non-compete/solicit, garden leave, consulting | Not disclosed for Joshua at Fund level. |
Performance & Track Record
| Performance Metric | Period | Value |
|---|---|---|
| CRF Average Annual Total Return (Market Value) | 1-Year (to 12/31/2024) | 47.90% |
| CRF Average Annual Total Return (Market Value) | 5-Year (to 12/31/2024) | 18.74% |
| CRF Average Annual Total Return (Market Value) | 10-Year (to 12/31/2024) | 15.38% |
| Portfolio manager designation | Listed as Portfolio Manager in CRF shareholder reports (2024–2025) . |
Director Voting & Attendance Signals
| Meeting | For Votes (Joshua) | Withheld | Notes |
|---|---|---|---|
| Annual Meeting (reported in 2024 semi-annual) | 63,660,832 | 3,379,241 | Indicates solid shareholder support. |
| Board/Audit/Nominating attendance (2024) | ≥75% for each director | — | Meets oversight participation guideline . |
Compensation Structure Analysis
- Cash vs equity mix: At CRF level, Interested Directors receive $0; independent directors receive fixed cash retainers; no equity grants or options to directors disclosed .
- Shift in instruments: No stock option/RSU programs disclosed at Fund level; fund explicitly notes no bonus/profit sharing/pension/retirement plans .
- Discretionary bonuses: None at Fund level; not applicable to Interested Directors .
- Repricing/modification of equity: No such practices disclosed for CRF .
Related Party & Conflicts
- Adviser ownership: Cornerstone Advisors, LLC is owned by Cornerstone Trust with trustees including Ralph W., Joshua G., and Daniel W. Bradshaw; governance acknowledges potential conflicts due to common control .
- Transactions: Proxy affirms independent directors and immediate families have no material (> $120,000) dealings with adviser/affiliates over last five years; Interested Directors’ affiliations are disclosed as basis for “interested person” status .
- Loans/related-party payments: None disclosed for directors; no director equity compensation disclosed .
Say-on-Pay & Shareholder Feedback
- Say-on-pay: Not applicable; CRF does not report executive compensation plans and Interested Directors receive $0; shareholder votes focus on director elections .
- Engagement: Regular proxy and meeting disclosures; 2024 attendance and committee structures documented .
Expertise & Qualifications
- Education: B.Arch (University of Tennessee); MBA (Liberty University); Certificate in Business Excellence (Columbia Business School) .
- Technical/industry expertise: Investment management for closed-end funds; operations leadership at adviser .
- Board qualifications: Board cites effective business judgment, integrity, time commitment .
Equity Ownership & Alignment — Additional Notes
- Ownership guidelines: Not disclosed for directors at Fund level.
- Compliance status: Not applicable/disclosed.
- Shares pledged: Not disclosed; no pledging reported in proxy .
Investment Implications
- Alignment: As an Interested Director receiving $0 from CRF, Bradshaw’s financial incentives are principally at the adviser (Cornerstone Advisors, LLC); direct ownership in CRF appears modest ($0–$10,000) and all insiders collectively own <1% (2023), limiting pure “skin-in-the-game” alignment at the Fund but balanced by control via the adviser’s trust .
- Retention risk: Low; family/trust control of the adviser and Bradshaw’s progression to CEO suggest continuity; dual roles can concentrate decision-making and reduce turnover risk .
- Trading signals: Insider activity in Cornerstone funds often relates to rights offerings and dividend reinvestment; watch Form 4s around capital actions to gauge buying support rather than selling pressure; CRF director election votes show solid support in 2024 and 2025 .
- Governance risk: No Lead Independent Director and multiple Interested Directors, including the adviser’s CEO, elevate conflict-of-interest scrutiny; Board asserts structured information flow/oversight, but investors should monitor committee independence and continued strong attendance .
- Performance lens: CRF’s strong market returns through 2024 under the adviser’s stewardship support confidence; continued evaluation of distribution policy sustainability and NAV performance is warranted alongside governance assessments .