Marcia Malzahn
About Marcia E. Malzahn
Independent director of Cornerstone Total Return Fund, Inc. (CRF) since 2019, born April 1966, with 30 years of banking experience including CFO, COO, and Chief Risk Officer roles after cofounding a Minnesota community bank in 2005. She is President & CEO of Malzahn Strategic, LLC (formed January 2024) and founder of Malzahn Companies, LLC (2014), with expertise in strategic planning, enterprise risk management, treasury management, and talent management; she holds a B.A. in business management (Bethel University), is a Certified Community Bank Director, certified life coach, and graduate/faculty of the Graduate School of Banking at Madison, WI . She is nominated by the Nominating & Corporate Governance Committee to serve through the 2026 Annual Meeting if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community bank in Minnesota (cofounder) | Executive Vice President; Chief Financial Officer; Chief Operating Officer; later Chief Risk Officer | Since 2005 (end date not disclosed) | Corporate Secretary of the Bank and Holding Company; risk oversight leadership |
| Malzahn Companies, LLC | President and Founder | 2014–present | Established subsidiaries in public speaking, publishing, and consulting |
| Village Bank (Blaine, MN) | Director; Audit & Risk Committee Chair | 2019–2022 | Chaired Audit & Risk Committee, governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Malzahn Strategic, LLC | President & CEO | Jan 2024–present | Focus on strategic planning, ERM, treasury, talent management |
| Nonprofit boards (various) | Board member | Past 30 years (unspecified) | Community leadership; multiple professional awards; published author, speaker |
Board Governance
- Independence: Classified as a non-interested (independent) Director under the 1940 Act; serves on both the Audit Committee and the Nominating & Corporate Governance (N&CG) Committee .
- Committee assignments: Member, Audit Committee (Audit Committee convened 4 times in 2024); Member, N&CG Committee (N&CG Committee convened 4 times in 2024). Audit Committee Financial Expert: Frank J. Maresca (chair of Audit Committee); Malzahn is not listed as chair of any committee .
- Board attendance: The Board convened 4 times in 2024; each Director attended at least 75% of Board, Audit Committee, and N&CG Committee meetings for the period of membership .
- Board structure: Board has 10 directors, 3 interested; Chairman (Ralph W. Bradshaw) is an interested director and also President of the Fund and the Investment Adviser; the Board does not have a lead independent director .
- Portfolios overseen in fund complex: 2 .
Fixed Compensation
| Metric | CY 2024 |
|---|---|
| Aggregate Compensation From Fund ($) | $35,000 |
| Total Compensation From Fund and Fund Complex ($) | $80,000 |
| Bonus/Profit Sharing/Pension Plans | Fund states it has none |
Notes:
- Compensation is disclosed at the aggregate level; specific cash retainer, committee chair/member fees, and meeting fees are not itemized in the proxy .
Performance Compensation
| Element | Disclosure |
|---|---|
| Annual/Target Bonus | Not applicable; Fund has no bonus plan |
| Stock awards (RSUs/PSUs) | Not disclosed in director compensation section |
| Options | Not disclosed in director compensation section |
| Performance metrics tied to pay | Not disclosed; no bonus program referenced |
| Clawbacks/COC/Severance | Not disclosed for directors |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Outside public company boards (past 5 years) | None |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
| Prior public company boards | None disclosed |
Expertise & Qualifications
- Banking operations and risk management (CFO, COO, CRO; corporate secretary experience) .
- Strategy, ERM, treasury, and talent management expertise via Malzahn Strategic .
- Education and credentials: B.A. in business management (Bethel University); Certified Community Bank Director; certified life coach; graduate and faculty member, Graduate School of Banking at Madison, WI .
- Extended nonprofit governance experience; author of five books; international bilingual speaker .
Equity Ownership
| Metric | As of Dec 31, 2024 |
|---|---|
| Dollar Range of Equity Securities in CRF | $0 |
| Aggregate Dollar Range of Equity in Fund Complex | $0 |
Notes:
- Beneficial ownership data provided in dollar ranges; share counts, vested/unvested breakdown, pledged shares, and ownership guideline compliance are not disclosed .
Governance Assessment
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Strengths:
- Independent director serving on both Audit and N&CG Committees; meets attendance threshold (≥75%) across Board and committee meetings, supporting engagement .
- Deep risk management background (former CRO and Audit & Risk Committee chair at Village Bank), aligned with fund oversight needs .
- No disclosed related-party transactions or interests with the Investment Adviser or its affiliates for independent directors and immediate family over the last five years (> $120,000), reducing conflict risk .
-
Concerns / RED FLAGS:
- Zero equity holdings in CRF and fund complex as of Dec 31, 2024, which may signal weaker ownership alignment versus best-practice guidelines that encourage meaningful director share ownership .
- Board governance profile includes an interested Chairman who is also President of the Fund and of the Investment Adviser, and no lead independent director—concentration of power and limited independent counterbalance; while fund-level, this structure can affect board effectiveness overall .
- Director compensation disclosure lacks detail on pay mix (retainer vs. committee/meeting fees) and any equity components; limited transparency on incentives and alignment beyond aggregate cash amounts .
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Overall:
- Malzahn’s independent status, committee participation, and risk expertise are positives for governance and oversight. The absence of personal share ownership and the broader board leadership/structure issues are notable investor confidence considerations, even though no specific conflicts are disclosed for her personally .