Ralph Bradshaw
About Ralph Bradshaw
Ralph W. Bradshaw (born Dec. 1950) is Chairman of the Board and President of Cornerstone Total Return Fund, Inc. (CRF) and President of Cornerstone Advisors, LLC (the Fund’s investment adviser). He has served as a director/officer of the Fund since 2001 and also serves as President and a director of Cornerstone Strategic Value Fund, Inc.; he holds a B.S. in Chemical Engineering and an MBA, and previously consulted/managed advisory firms specializing in closed‑end fund strategies . The Fund delivered strong NAV return years in 2023 (+26.56% “without reinvestment”) and 2024 (+22.26%) but experienced a down year in 2022 (−15.78% “without reinvestment”), against a managed distribution policy currently set at 21% of prior October NAV for 2025, which is not linked to portfolio performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cornerstone Total Return Fund, Inc. (CRF) | Chairman of the Board; President; Director | Since 2001 | Founder‑operator structure; continuous oversight of strategy/execution for a CEF with managed distribution policy . |
| Cornerstone Advisors, LLC (Investment Adviser) | President | Since 2001 (predecessor to LLC) | Co‑founded/advised closed‑end strategies; advisor fee is 1.00% of average weekly net assets; contract governances/termination terms under 1940 Act . |
| Cornerstone Strategic Value Fund, Inc. | President; Director | Current | Cross‑fund leadership and shared portfolio management across two CEFs in the complex . |
| Registered investment advisory firms (prior to Cornerstone) | Consultant/manager | Pre‑2001 | Developed and implemented trading strategies for domestic/international equity and fixed‑income CEF portfolios . |
External Roles
| Organization | Role | Years | Notes / potential interlocks |
|---|---|---|---|
| Cornerstone Trust (owner of Cornerstone Advisors, LLC) | Trustee | Since 2019 | Trust owns the adviser; trustees include Ralph W., Joshua G., and Daniel W. Bradshaw, creating related‑party/independence considerations . |
| Other closed‑end funds (historical) | Director (former) | Prior years | Served on several other CEF boards (not individually named in current proxy) . |
Fixed Compensation
CRF does not pay salaries/bonuses to officers; only directors receive fees. As an “Interested Director” and Fund President, Ralph Bradshaw received no director compensation from the Fund or Fund Complex in the years shown below. Officers of the adviser are compensated by the adviser.
| Year | Aggregate Compensation from CRF | Total Compensation from Fund Complex | Notes |
|---|---|---|---|
| 2019 | $0 | $0 | Fund has no bonus, profit sharing, pension or retirement plans . |
| 2023 | $0 | $0 | Only independent directors receive cash retainers; interested directors receive $0 . |
| 2024 | $0 | $0 | Same framework as prior years . |
Adviser pay framework (for portfolio managers Daniel W., Joshua G., and Ralph W. Bradshaw): “fixed salary amount” not based on Fund assets; amounts not disclosed .
Performance Compensation
- No performance‑based cash or equity incentive plan for Fund officers is disclosed by CRF; directors have no bonus/stock plans at the fund level .
- Portfolio manager compensation at the adviser is fixed salary (not asset‑based); no disclosed TSR/EBITDA/revenue metrics, weightings, or payouts tied to Ralph Bradshaw’s compensation .
Result: There is no disclosed pay‑for‑performance linkage for Ralph Bradshaw at the CRF level; adviser‑level details (amounts/metrics, vesting schedules) are not disclosed in public filings .
Equity Ownership & Alignment
| Measure | 2017 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Dollar range held by Ralph W. Bradshaw | Over $100,000 | Over $100,000 | Not individually quantified (table shows only independent directors’ $ ranges; statement indicates directors/executive officers collectively own <1% of outstanding) | Directors/executive officers collectively own <1% of outstanding | Directors/executive officers collectively own <1% of outstanding |
| Ownership as % of shares outstanding | Not disclosed | Not disclosed | Directors/executive officers collectively <1% | Directors/executive officers collectively <1% | Directors/executive officers collectively <1% |
| Shares pledged/hedged | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| 5%+ holders | — | Sit Investment Associates 5.94% (filed 13G) | None | None | None |
Stock ownership guidelines/pledging policy for directors/officers are not disclosed in the proxies provided .
Employment Terms
- CRF officers are not employees of the Fund; they are personnel of Cornerstone Advisors, LLC (the adviser). No individual employment agreement, severance, change‑of‑control (COC), clawback, non‑compete, or deferred compensation terms are disclosed for Ralph Bradshaw in Fund filings .
- Investment Management Agreement (IMA) with Cornerstone Advisors, LLC:
- Adviser fee: 1.00% of average weekly net assets, paid monthly .
- Terminable on 60 days’ written notice by majority of outstanding shares, the Board, or the adviser; automatically terminates upon assignment; adviser liability limited absent willful misfeasance, bad faith, gross negligence, or reckless disregard .
- Adviser owns and compensates Fund‑affiliated personnel; the adviser is owned by the Cornerstone Trust, whose trustees include Ralph W., Joshua G., and Daniel W. Bradshaw .
Board Governance
- Roles/tenure: Ralph W. Bradshaw is Chairman of the Board and President; director since 2001 .
- Composition: 10 directors; 3 are “Interested Directors” (Ralph W., Daniel W., Joshua G. Bradshaw). The Board has no Lead Independent Director .
- Committees: Audit; Nominating & Corporate Governance (N&CG). Frank J. Maresca chairs Audit; Andrew A. Strauss chairs N&CG .
- Meetings/attendance (2024): Board met 4 times; each director attended ≥75% of Board and committee meetings; N&CG met 4 times .
- Independence considerations: Ralph is an “Interested Director” due to affiliation with the adviser; three Bradshaws serve concurrently on the Fund’s Board and at the adviser, and the Board has no Lead Independent Director .
Director Compensation (context)
Independent director retainers (for governance context; Ralph as interested director receives $0):
- 2023: Aggregate per director $32,500–$36,250 from CRF; $75,000–$82,500 from Fund Complex .
- 2024: Aggregate per director $35,000–$40,000 from CRF; $80,000–$90,000 from Fund Complex .
Performance & Track Record (Fund‑level)
| Year | NAV per share (start of year) | Avg annual return (with DRIP) | Avg annual return (without reinvestment) | Managed distribution per share | ROC component | Capital gains component | Net investment income | Gross expense ratio |
|---|---|---|---|---|---|---|---|---|
| 2020 | $9.56 | 15.16% | 12.00% | $2.16 | $1.54 | $0.58 | $0.04 | 1.19% |
| 2021 | 9.88 | 24.67% | 22.64% | 1.84 | 0.71 | 1.12 | 0.01 | 1.15% |
| 2022 | 6.24 | (16.96%) | (15.78%) | 2.08 | 1.83 | 0.22 | 0.03 | 1.15% |
| 2023 | 6.49 | 29.31% | 26.56% | 1.42 | 0.88 | 0.51 | 0.03 | 1.15% |
| 2024 | 6.69 | 23.86% | 22.26% | 1.25 | 0.71 | 0.51 | 0.03 | 1.14% |
- Distribution policy: 21% of prior October NAV for 2025 (same as 2024); distribution percentage is not a function of investment return and may require asset sales to fund payouts .
Related‑Party & Conflicts
- Adviser ownership/oversight: Cornerstone Advisors, LLC is owned by the Cornerstone Trust; trustees include Ralph W., Joshua G., and Daniel W. Bradshaw .
- Adviser fee structure: 1.00% of average weekly net assets; adviser paid $7.596M in 2024, $6.815M in 2023, $6.251M in 2022 .
- Potential conflicts described: limited resources, overlapping accounts/opportunities, different strategies, broker selection—all managed under allocation policies; adviser may benefit from offerings because fee is asset‑based .
- Audit fee note re capital raises: “All Other Fees” in 2024/2023 include charges for review of rights offering documents, indicating recent capital raise activity—relevant given asset‑based fees .
Compensation Structure Analysis
- Shift/mix: No Fund‑level cash or equity comp for Ralph; interested directors receive $0; independent directors compensated in cash retainers—no evidence of stock options/RSUs/PSUs at Fund level .
- Performance metrics: None disclosed for Ralph under CRF; adviser indicates portfolio managers’ pay is fixed salary (not AUM‑based). No disclosed TSR/EBITDA/ESG targets, weightings, or payouts .
- Clawbacks/gross‑ups/repricing: Not disclosed at Fund level .
- Red flags: Dual role as Chairman/President and adviser president; three related “Interested Directors” and no Lead Independent Director. Asset‑based adviser fee plus rights offerings can misalign incentives vs long‑term NAV accretion .
Board Service History, Roles, and Independence
| Attribute | Detail |
|---|---|
| Board size/composition | 10 directors; 3 interested (Ralph W., Daniel W., Joshua G. Bradshaw) . |
| Leadership | Ralph W. Bradshaw is Chairman; no Lead Independent Director . |
| Committees | Audit (Chair: Frank J. Maresca); Nominating & Corporate Governance (Chair: Andrew A. Strauss) . |
| Meetings/attendance (2024) | Board met 4 times; each director attended ≥75% of Board and each committee’s meetings . |
| Independence | Bradshaw is an “Interested Director” due to adviser affiliation; trustees of adviser owner include the Bradshaws . |
Employment Terms (Severance/COC)
- Individual employment/severance/COC for Ralph not disclosed; CRF officers are adviser personnel .
- IMA termination: 60‑day without penalty by majority shareholders, Board, or adviser; automatic termination upon assignment; standard 1940 Act liability carve‑outs .
- No disclosure of single/double‑trigger equity vesting, non‑compete/non‑solicit, garden leave, or post‑termination consulting at the Fund level .
Investment Implications
- Alignment: Ralph holds a sizable personal stake (“Over $100,000” in multiple years), but directors/executive officers collectively own <1% of shares; lack of Fund‑level performance‑linked pay and asset‑based adviser fee dilute pay‑for‑performance alignment .
- Governance risk: Concentration of control (Chairman/President/adviser president) with three related “Interested Directors” and no Lead Independent Director increases independence concerns and potential conflicts, particularly around capital raising/distribution policy and adviser fee economics .
- Capital markets behavior: Managed 21% distribution policy and evidence of rights‑offering activity can create trading catalysts but may pressure long‑term NAV if distributions outpace earned income/realized gains—relevant for discount/premium dynamics and potential insider selling pressure if personal liquidity needs arise, though no Form 4 data disclosed here .
- Execution track record: NAV returns have been volatile but strong in 2023–2024 following 2022 drawdown; adviser’s fee stability and fixed‑salary PM pay suggest stability in team retention, but incentives skew to AUM growth rather than NAV accretion .