Cecilia Gondor
About Cecilia L. Gondor
Independent director (Class I) at The Herzfeld Caribbean Basin Fund, Inc. since 2014; age 62 as of the 2024 proxy. Current occupation: Managing Member of L&M Management, a real estate management business (2014–present). Former long-time executive at the Fund’s adviser and affiliated broker-dealer, and former Secretary/Treasurer of the Fund until retiring in May 2014. She is presented as an Independent Director under the Investment Company Act of 1940 and NASDAQ standards and serves on the Audit and Nominating & Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Herzfeld Caribbean Basin Fund, Inc. | Secretary/Treasurer | Inception to May 2014 | Corporate officer role until retirement; deep familiarity with fund operations . |
| Thomas J. Herzfeld Advisors, Inc. (Fund’s Adviser) | Executive Vice President | 1984–2014 | Senior leadership at adviser; relevant to fund strategy oversight . |
| Thomas J. Herzfeld & Co. Inc. (broker-dealer) | Executive Vice President | 1984–2010 | Securities industry and closed-end fund expertise; broker-dealer ceased operations in 2010 . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L&M Management | Managing Member | 2014–present | Real estate management experience; business judgment and operational skills . |
Board Governance
- Independence and classification: Listed as an Independent Director; Board consists of 5 members with a substantial majority independent; Mr. Gelety serves as lead Independent Director .
- Committee memberships: Audit Committee and Nominating & Governance Committee; each composed solely of Independent Directors .
- Committee chairs: Audit Committee chaired by Dr. Kay W. Tatum (designated audit committee financial expert); Nominating & Governance Committee chaired by John A. Gelety .
- Meetings and attendance: Board held 4 regular meetings in FY ended June 30, 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2023 Annual Meeting .
- Audit Committee activity: Met twice in FY 2024; pre-approves audit/non-audit services case-by-case; issued Audit Committee Report recommending inclusion of audited financials .
- Nominating & Governance Committee activity: Met twice in FY 2024; maintains director qualifications and evaluation process; does not consider stockholder nominees .
Fixed Compensation
| Fiscal Year | Aggregate Director Compensation (Fund) | Cecilia L. Gondor – Cash Compensation | Pension/Retirement Benefits |
|---|---|---|---|
| FY 2018 | $127,000 | $31,000 | $0 |
| FY 2024 | $133,800 | $31,950 | $0 |
- No meeting-fee, committee-fee, or retainer breakdown disclosed; directors reimbursed for business expenses; adviser-affiliated directors (e.g., Thomas J. Herzfeld) receive $0 for board service .
- No pension or retirement benefits for directors; none receive such benefits from the Fund .
Performance Compensation
- Equity awards, options, performance bonuses, and pay-for-performance metrics for directors are not disclosed; director compensation appears to be cash-only based on the proxy tables .
Other Directorships & Interlocks
| Director | Current Public Company Boards | Fund Complex Portfolios Overseen | Notes |
|---|---|---|---|
| Cecilia L. Gondor | None | 1 | No other registered investment company boards tied to the adviser; independent . |
Expertise & Qualifications
- Experience: Decades of leadership in closed-end funds and investment advisory operations; freelance financial writer with extensive writing on closed-end funds .
- Committee skill mix: Serves on Audit and Nominating & Governance; audit oversight supported by presence of an audit committee financial expert (Dr. Tatum) .
- Board evaluation: Board cites business judgment, integrity, ability to grasp financial/regulatory complexity, and time commitment across directors; Gondor’s long service and industry background were factors in qualification .
Equity Ownership
| Date | Shares Beneficially Owned | Percent of Class | Dollar Range of Equity in Fund |
|---|---|---|---|
| Aug 10, 2018 | 4,800 | 0.08% | $10,001–$50,000 |
| Sept 18, 2024 | 41,960 | 0.25% | $10,001–$50,000 |
| Apr 30, 2025 | 41,960 | * (<1%) | >$100,000 |
- No pledging or hedging of shares disclosed for Independent Directors; none of the Independent Directors (or their immediate family members) own securities of the Adviser or its control persons .
- Section 16(a) compliance: All Reporting Persons complied for FY 2024; later special meeting proxy notes a missed Form 3 for another director (B. Herzfeld) not related to Gondor .
Governance Assessment
- Alignment: Gondor’s personal share ownership increased materially since 2018 (4,800 → 41,960), with a dollar range reported as >$100,000 in 2025—supporting skin-in-the-game for an Independent Director .
- Independence vs. prior affiliations: Despite long prior executive roles at the adviser and broker-dealer, Gondor is classified as Independent; current committee structures and independent-majority board mitigate perceived conflicts; Independent Directors and their families hold no securities of the Adviser .
- Engagement: Attendance met Board standards (≥75% of meetings), and committee participation is active (Audit and Nominating, each met twice in FY 2024) .
- Compensation structure: Cash-only director pay with modest increases over time; absence of equity grants or performance-linked elements reduces pay-for-performance signaling but limits pay-related conflicts; no pensions or perquisites disclosed beyond expense reimbursement .
- Oversight quality: Presence of an audit committee financial expert as chair, formal Audit Committee pre-approval of services, and regular executive sessions via lead Independent Director support governance rigor .
RED FLAGS
- Historical senior roles at the adviser may raise optics concerns about independence to some investors, though formal independence is affirmed and committee composition is fully independent .
- No detailed breakdown of director compensation components (retainer vs. committee/meeting fees) or stock ownership guidelines for directors is disclosed, limiting pay-for-performance analysis granularity .