Ann Lieff
About Ann S. Lieff
Ann S. Lieff (age 72) is an Independent Director of The Herzfeld Caribbean Basin Fund, Inc. (CUBA), serving since 1998; her current Class II term expires in 2025. She is President of the Lieff Company, a management consulting firm, and oversees one portfolio in the complex; the proxy lists no other public company directorships for her . As an independent director, she sits on committees composed entirely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Herzfeld Caribbean Basin Fund, Inc. | Independent Director (Class II) | 1998–present; current term expires 2025 | Member, Audit Committee and Nominating & Governance Committee (both fully independent) |
| Spec’s Music | Chief Executive Officer | 1980–1998 | Led one of the largest Southeast US music retail chains |
| Lieff Company | President | 1998–present | Management consulting, advisory services as corporate director |
External Roles
| Organization | Role | Status |
|---|---|---|
| Lieff Company | President | Active |
| Other public company boards | — | None listed |
Board Governance
- Committee memberships: Audit Committee (chair: Kay W. Tatum, Ph.D., CPA; audit committee financial expert) and Nominating & Governance Committee (chair: John A. Gelety); all members are independent under NASDAQ and 1940 Act standards .
- Independence: Listed as an Independent Director; none of the independent directors or their immediate family members own securities of the Adviser or its control persons .
- Attendance: The Board held four regular meetings in FY2024; each director attended at least 75% of Board and committee meetings of which they were a member .
- Lead Independent Director: John A. Gelety serves as Lead Independent Director, coordinating agendas, executive sessions, and governance matters .
- Engagement: Independent Directors regularly meet outside management’s presence with Fund counsel and the auditor, reinforcing oversight of financial reporting and compliance .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Director Compensation (Cash) | $29,500 | $31,950 |
| Pension/Retirement Benefits Accrued | $0 | $0 |
| Estimated Annual Benefits Upon Retirement | $0 | $0 |
Notes:
- Directors are reimbursed for related business expenses; interested directors (e.g., adviser-affiliated) are not paid director fees .
Performance Compensation
- No equity awards (RSUs/PSUs) or option grants are disclosed for directors; compensation disclosures show only cash and expense reimbursement, with no performance-based components or metrics tied to director pay .
- No clawbacks, change-of-control, severance, or incentive metrics are disclosed for directors .
Other Directorships & Interlocks
| Director | Current Public Company Boards | Committee Roles Elsewhere | Interlocks/Shared Directorships |
|---|---|---|---|
| Ann S. Lieff | None listed | Not disclosed | None disclosed |
Expertise & Qualifications
- Executive leadership: Former CEO of Spec’s Music (18 years), bringing consumer retail and operations experience .
- Board service: Over two decades on CUBA’s board; contributes to governance and oversight, including audit and nominations .
- Audit oversight: Serves on Audit Committee alongside an audit committee financial expert (Tatum), supporting financial reporting and controls .
Equity Ownership
| Metric | As of Sept 14, 2023 | As of Sept 18, 2024 | As of Apr 30, 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 15,222 | 36,358 | 36,358 |
| Percent of Class | 0.21% | 0.22% | — |
| Dollar Range of Equity in Fund | $50,001–$100,000 | $50,001–$100,000 | $50,001–$100,000 |
Notes:
- Shares outstanding were 16,548,313 on Sept 18, 2024, and 15,720,897 on May 5, 2025 (context for percent calculations as disclosed by the Fund) .
- No disclosure of pledged shares or hedging arrangements for directors .
Insider Trades and Section 16 Compliance
| Period | Compliance Statement | Exceptions Noted |
|---|---|---|
| FY2024 | “All Section 16(a) filing requirements applicable to Reporting Persons were complied with” | None indicated for Ann S. Lieff |
| FY2025 YTD (to May 7, 2025) | Compliance largely met; one exception noted for a Form 3 timing issue (Brigitta S. Herzfeld) | No Ann S. Lieff-specific exceptions disclosed |
Governance Assessment
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Strengths:
- Independence and committee structure: Both Audit and Nominating committees are fully independent; presence of an audit committee financial expert enhances oversight quality .
- Engagement: Regular independent executive sessions with counsel/auditor; acceptable attendance threshold met .
- Ownership alignment: Meaningful personal shareholdings ($50k–$100k range; 0.22% of class in 2024) support skin-in-the-game .
-
Watch items:
- Nominating Committee does not consider stockholder-recommended nominees, which may limit shareholder input into board composition .
- Adviser-related conflicts at the fund level (e.g., managed-assets fee and incentive structure, leverage use) require vigilant independent director oversight, though these are fund-level risks rather than director-specific concerns .
- Persistent discount and strategy transition to CLO equity heighten the need for robust board monitoring of performance, liquidity, and risk disclosures .
Overall, Ann S. Lieff’s long tenure, independent status, committee participation, and equity ownership indicate solid alignment and governance engagement, with attention warranted on shareholder nomination access and continued oversight of fund-level advisory fee and leverage incentives .