Robert Dean
About Robert E. Dean
Robert E. Dean is an independent director of Cornerstone Total Return Fund, Inc. (CRF) and a private investor; he has served on CRF’s Board since 2014 and is a member of the Audit Committee and the Nominating & Corporate Governance Committee. He was born in April 1951 and holds a B.A. from the University of California, Irvine and a J.D. from the University of Minnesota Law School. He has served since June 2009 as a director of National Bank Holdings Corporation (NYSE: NBHC), chairing its Nominating & Governance Committee and serving on its Audit & Risk and Compensation Committees. At CRF, Dean is classified as a “non-interested” director under the Investment Company Act of 1940 and oversees two portfolios in the Fund complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gibson, Dunn & Crutcher LLP | Corporate, banking, and securities law practitioner; Partner-in-Charge (Orange County office); Executive Committee member | Jun 1976 – Sep 2000; Partner-in-Charge 1993–1996; Executive Committee 1996–1999 | Senior leadership roles; governance and capital markets expertise |
| Ernst & Young Corporate Finance LLC (EYCF) | Senior Managing Director; Board of Managers member | Oct 2000 – Dec 2003; Board of Managers Dec 2001 – Dec 2003 | Corporate finance and M&A execution experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| National Bank Holdings Corporation (NYSE: NBHC) | Director; Chair of Nominating & Governance; Member of Audit & Risk and Compensation | Since Jun 2009 | Nominating & Governance (Chair); Audit & Risk; Compensation |
| Cornerstone Strategic Investment Fund, Inc. (Fund complex) | Director | Current | — |
| Cornerstone Strategic Value Fund, Inc. (prior name reflected in 2024 proxy) | Director | Current (as of 2024 proxy) | — |
Board Governance
- Committee assignments: Dean serves on CRF’s Audit Committee and its Nominating & Corporate Governance Committee; both committees comprise only non-interested directors and met four times in 2024. Mr. Frank J. Maresca is designated the Audit Committee Financial Expert.
- Independence: Dean is listed among “non-interested” nominees and, along with other Independent Directors and their immediate families, had no securities holdings or transactions with the Investment Adviser or its affiliates exceeding $120,000 in the last two fiscal years.
- Attendance: The Board convened four times in 2024; every director attended at least 75% of Board, Audit, and N&CG committee meetings for their periods of membership. The same attendance threshold applied in 2023.
- Leadership structure: The Chair is an “interested” director (Ralph W. Bradshaw); the Board does not have a lead independent director.
- Risk oversight: The Board oversees risk directly and via the Audit and N&CG Committees, receiving reports from management, the CCO, auditors, counsel, and service providers.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from CRF ($) | $32,500 | $35,000 |
| Total Compensation from Fund Complex ($) | $75,000 | $80,000 |
Notes: Fund complex comprises CRF and Cornerstone Strategic Investment Fund, Inc.; CRF discloses no bonus, profit sharing, pension, or retirement plans for directors.
Performance Compensation
| Component | Disclosure |
|---|---|
| Annual/Target bonus | Not applicable; “no bonus…plans” disclosed for directors |
| Stock awards (RSUs/PSUs) | None disclosed in director compensation section |
| Options | None disclosed in director compensation section |
| Performance metrics (revenue, EBITDA, TSR, ESG) | None disclosed for director compensation |
| Clawbacks | Not disclosed |
| Change-in-control/Severance | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Sector/Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| National Bank Holdings Corporation (NYSE: NBHC) | Financials | Director; Chair N&G; Member Audit & Risk, Compensation | No disclosed related-party transactions with CRF’s Investment Adviser or affiliates; low conflict risk. |
| Cornerstone Strategic Investment Fund, Inc. (Fund complex) | Closed-end fund | Director | Within same fund complex; typical interlock with shared adviser oversight. |
| Cornerstone Strategic Value Fund, Inc. (name per 2024 proxy) | Closed-end fund | Director | Same as above; reflects naming in prior proxy year. |
Expertise & Qualifications
- Extensive public capital markets, M&A, regulatory, and corporate governance experience from senior roles at EY Corporate Finance and Gibson Dunn.
- Long-tenured public company governance track at NBHC with leadership of Nominating & Governance and service on Audit & Risk and Compensation Committees.
- Legal training (J.D., University of Minnesota) and BA (UC Irvine) underpin board oversight capabilities.
- Board cites strong moral character, integrity, and willingness to commit necessary time.
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 across Fund Complex | $0 | $0 |
| Directors/officers % ownership of CRF shares outstanding | Less than 1% (all directors and officers), per proxy | Less than 1% (all directors and officers), per proxy |
| Citations |
Independent Directors (including Dean) and immediate families held no securities of the Investment Adviser or affiliates, and no transactions >$120,000 were disclosed in the last two fiscal years.
Governance Assessment
- Independence and committee engagement: Dean is a non-interested director active on both Audit and N&CG committees, contributing legal and governance expertise; attendance met or exceeded the ≥75% threshold in 2023 and 2024.
- Director pay structure: Compensation appears cash-based retainers without performance-linked elements; no equity grants or bonuses disclosed, limiting pay-for-performance alignment but consistent with closed-end fund norms.
- Ownership alignment: Dean reported zero dollar-range holdings in CRF and the fund complex in both 2023 and 2024—an alignment gap versus stronger “skin-in-the-game” expectations.
- Board leadership risk: Chair is an interested director and the Board lacks a lead independent director—reduces independent counterbalance and may be viewed as a governance risk.
- Conflicts and related-party exposure: No interests or transactions with the Investment Adviser or affiliates were disclosed for Independent Directors or their immediate families (> $120,000 threshold), mitigating conflict risk.
- External interlocks: NBHC role adds governance breadth; no disclosed CRF-related conflicts. Additional interlock within the Cornerstone fund complex is typical and transparent.
RED FLAGS
- No lead independent director; Chair is interested.
- Zero equity ownership in CRF or fund complex (alignment concern).
Overall: Dean’s legal and public company governance background strengthens oversight on Audit and N&CG, with solid attendance. However, lack of equity ownership and the Board’s leadership structure (interested chair, no lead independent) present alignment and independence optics that investors should weigh alongside the absence of performance-linked director pay.