Brigitta Herzfeld

About Brigitta Herzfeld

Brigitta Herzfeld is an interested director of The Herzfeld Caribbean Basin Fund, Inc. (NASDAQ: CUBA), appointed on December 31, 2024; her Form 3 was filed late on February 27, 2025 . She serves as Managing Partner and a member of the Senior Executive Committee at Thomas J. Herzfeld Advisors, Inc. and previously worked in the Japanese Equities Division at Lehman Brothers (Tokyo) and in Private Wealth Management at Goldman Sachs in New York and Miami; she is also a member of the MIT Educational Council . In the Fund’s proxy classification, she is an “Interested Director,” not independent . The Fund changed its name to Herzfeld Credit Income Fund, Inc. and its ticker to HERZ effective on or about July 7, 2025, following shareholder approval of its strategy conversion on June 17, 2025 .

Past Roles

External Roles

Board Governance

• Independence: Classified by the Fund as an “Interested Director” (affiliated with the Adviser), not independent .
• Appointment & Tenure: Appointed December 31, 2024; initial beneficial ownership filings noted a late Form 3 submission (filed February 27, 2025) .
• Committees: The Audit Committee (Chair: Kay W. Tatum) and Nominating & Governance Committee (Chair: John A. Gelety) were comprised solely of Independent Directors in FY2024; Brigitta is not listed as a member of these committees .
• Lead Independent Director: John A. Gelety serves as Lead Independent Director .
• Attendance: The Board held four regular meetings in FY2024 and each director attended at least 75% of meetings; Brigitta was appointed after FY2024 and her attendance was not disclosed for that fiscal year .
• Shareholder Support Signal: ~96% of votes cast approved the strategy conversion and advisory agreement changes at the June 17, 2025 special meeting, indicating strong investor support for the Board’s proposals .

Fixed Compensation

• Compensation Structure: Independent directors received cash compensation; FY2024 aggregate director compensation was $133,800 . Directors who are current employees or officers of the Adviser (e.g., T. J. Herzfeld) were not paid director compensation; Brigitta’s specific director compensation was not disclosed .

Performance Compensation

• No equity, option, or performance-based director compensation, severance, or pensions were disclosed for directors; directors and executive officers do not receive pension or retirement benefits from the Fund .

Other Directorships & Interlocks

• Public company boards: None disclosed for Brigitta in the Fund’s proxy materials .
• Interlocks: Executive role at the Fund’s investment adviser (Thomas J. Herzfeld Advisors, Inc.), which has a direct advisory relationship with the Fund, represents a governance interlock and related-party affiliation .

Expertise & Qualifications

• Finance and markets expertise across equities and private wealth management; executive leadership at the Adviser; international experience in Japan equities; academic engagement through MIT Educational Council .

Equity Ownership

• Group concentration: Executive officers and directors as a group beneficially owned ~41.8% as of April 30, 2025; Thomas J. and Erik M. Herzfeld had shared voting/dispositive power over 5,725,475 shares via client accounts of the Adviser .
• Pledging/Hedging: No pledging or hedging disclosures for Brigitta were found in the cited proxy materials .

Insider Filings and Trades

Potential Conflicts and Related-Party Exposure

• Adviser Affiliation: Brigitta’s executive role at the Adviser creates a related-party affiliation with the Fund’s advisory contract, fee structure, and portfolio management decisions .
• Incentive Fee & Leverage: The amended advisory agreement pays a 1.25% fee on “Managed Assets” and a 10% incentive fee on pre-incentive net investment income subject to a 9% annual hurdle; leverage increases “Managed Assets” and may increase fees, potentially incentivizing leverage and higher-yield risk exposure .
• Conflicts Risk Disclosures: The Fund explicitly discloses “Conflicts of Interest Risk” and “Potential Conflicts of Interest Risk – Allocation of Investment Opportunities,” highlighting risks from Adviser personnel serving multiple funds and allocation procedures among client accounts .
• Independence of Oversight: A majority of the Board is independent; all Board committees are composed entirely of Independent Directors, providing governance checks on adviser-related conflicts .

Governance Assessment

• Alignment: Brigitta holds a material personal stake in the Fund (> $100k, 124,757–131,766 shares), which supports economic alignment with shareholders .
• Independence & Conflict Risk: As an interested director and Adviser executive, she is not independent; combined with the new fee structure (managed assets and incentive fee), this elevates potential conflicts around leverage, portfolio risk, and income generation targets—though risks are disclosed and overseen by a majority-independent Board and independent-only committees .
• Shareholder Confidence: The special meeting’s ~96% approval rate for strategy and advisory changes indicates strong investor support for the Board’s repositioning and oversight framework, but continued monitoring of leverage, fee accruals, and distribution sustainability is warranted .
• Compliance Note: The late Form 3 filing for Brigitta was disclosed; while minor, timely Section 16 filings are a baseline governance expectation for insider compliance .

RED FLAGS

• Non-independence due to executive role at the Adviser .
• Incentive fee and managed asset base can create leverage and risk-taking incentives; the Fund discloses these risks explicitly .
• Late Form 3 filing upon appointment (filed ~2 months later) .