Scott Rogers
About Scott B. Rogers
Scott B. Rogers (born July 1955) is an independent director of Cornerstone Total Return Fund, Inc. (CRF) serving since 2001; he is a member of the Audit Committee and the Nominating & Corporate Governance Committee and is not a chair of either committee . He is Chief Executive Officer of Asheville Buncombe Community Christian Ministry (ABCCM), President of ABCCM Doctor’s Medical Clinic, Director of Faith Partnerships Incorporated, and a member of the North Carolina Governor’s Council on Homelessness, bringing nonprofit leadership and community insight to the board . CRF classifies him as a non‑interested director under the Investment Company Act; the board has ten directors (three interested) and does not have a lead independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Asheville Buncombe Community Christian Ministry (ABCCM) | Chief Executive Officer | Over 30 years | Provides nonprofit perspective and community insight to board deliberations |
| ABCCM Doctor’s Medical Clinic | President | Not disclosed | Healthcare and community service leadership |
| Faith Partnerships Incorporated | Director | Not disclosed | Nonprofit governance experience |
| North Carolina Governor’s Council on Homelessness | Member | Not disclosed | Public sector advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | No public company directorships outside the Cornerstone fund complex in last 5 years |
Board Governance
| Item | Detail | Source |
|---|---|---|
| Independence | Non‑interested director as defined in Section 2(a)(19) of the Investment Company Act; serves on committees comprised entirely of independent directors | |
| Committee Memberships | Audit Committee; Nominating & Corporate Governance Committee (N&CG) | |
| Committee Chair Roles | None (Audit Committee chaired by Frank J. Maresca) | |
| Board Meetings (2024) | Board convened 4 times; each director attended at least 75% of Board meetings | |
| Audit Committee Meetings (2024) | 4; each director attended at least 75% | |
| N&CG Committee Meetings (2024) | 4; each director attended at least 75% | |
| Risk Oversight Structure | Board oversees risk directly and via the Audit and N&CG Committees; no separate Risk Oversight Committee | |
| Lead Independent Director | None; Chairman is an interested director (Ralph W. Bradshaw) |
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: The proxy states the Fund has no bonus, profit sharing, pension or retirement plans; no breakdown of retainers vs. meeting/committee fees is disclosed .
Performance Compensation
- No performance-based director compensation (bonuses, PSUs/RSUs, options) is disclosed for directors; proxies state the Fund has no bonus, profit sharing, pension or retirement plans, and no equity award details appear for directors .
Other Directorships & Interlocks
| Organization | Role | Fund Complex/Other | Notes |
|---|---|---|---|
| Cornerstone Strategic Investment Fund, Inc. | Director | Fund complex | Oversees 2 portfolios in the Cornerstone fund complex |
| Outside Public Company Boards | None | Outside CRF complex | No public company directorships in past 5 years |
Expertise & Qualifications
- Nonprofit executive leadership and community engagement; contributes diverse perspective and effective business judgment; recognized for strong moral character and integrity .
- Ability to interact effectively with other directors, the investment adviser, service providers, counsel, and independent auditor; willing to commit necessary time to serve .
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 Fund Complex | $0 | $0 |
| Directors’ Collective Ownership | All directors and executive officers owned <1% of shares outstanding (fund-level disclosure) |
Related-party/affiliates: Independent directors (including Rogers) and their immediate families held no securities and had no transactions >$120,000 with Cornerstone Advisors, LLC or its affiliates in the last two fiscal years; no direct or indirect interests >$120,000 in the adviser or affiliates over the past five years .
Governance Assessment
-
Positive signals:
- Long tenure (since 2001) and consistent committee participation (Audit, N&CG) support board continuity and process oversight .
- Documented engagement: Board and committees met four times in 2024; Rogers met the ≥75% attendance threshold alongside all directors .
- Independence affirmed; committees comprised solely of independent directors .
-
Concerns / RED FLAGS:
- No lead independent director; board chaired by an interested director who is also president of the fund and of the investment adviser, heightening potential influence of the adviser over board agendas and information flow .
- Zero equity ownership in CRF and across the fund complex by Rogers (and low overall director ownership <1%), indicating limited financial alignment with shareholders for a high‑distribution closed‑end fund .
- While proxies disclose no related‑party transactions by independent directors, the adviser is controlled via the Cornerstone Trust overseen by members of the Bradshaw family who are interested directors, which concentrates influence and warrants ongoing monitoring of conflicts and renewal processes .
Overall: Rogers brings nonprofit governance and community expertise and meets attendance and independence requirements, but the board’s structure (lack of lead independent director; adviser leadership intertwined with board chair) and Rogers’ zero share ownership temper investor alignment and may be viewed as governance risk requiring engagement and monitoring .