John Gelety
About John A. Gelety
Independent Director of The Herzfeld Caribbean Basin Fund, Inc. (ticker: CUBA); age 56; on the Board since 2011 (Class II; current term expires 2025). He serves as Lead Independent Director and is a practicing attorney/Partner at Greenspoon Marder LLP’s corporate practice group (2016–present). He is an Independent Director under the 1940 Act. As of April 30, 2025, he beneficially owned 6,434 CUBA shares; stated dollar range $10,001–$50,000.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenspoon Marder LLP (Corporate practice group) | Attorney and Partner | 2016–present | Corporate/M&A, private equity, commercial transactions (legal practice expertise) |
| The Herzfeld Caribbean Basin Fund, Inc. | Independent Director (Class II) | 2011–present | Lead Independent Director; Audit Committee member; Chair, Nominating & Governance Committee |
External Roles
| Entity | Type | Role | Disclosed Interlocks/Conflicts |
|---|---|---|---|
| None | — | No other public company directorships disclosed | None disclosed |
Board Governance
- Leadership: Board chair is an “interested person” (Thomas J. Herzfeld). Independent Directors constitute a substantial majority; Gelety serves as Lead Independent Director to coordinate independent oversight and executive sessions.
- Attendance: The Board held four regular meetings in FY2024; each director attended at least 75% of Board and committee meetings. Audit Committee met twice; Nominating & Governance Committee met twice.
| Committee | Gelety’s Role | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | Kay W. Tatum, Ph.D., CPA (Chair; Audit Committee Financial Expert) | 2 meetings |
| Nominating & Governance Committee | Chair | John A. Gelety (Chair) | 2 meetings |
| Board (overall) | Lead Independent Director | — | 4 meetings; ≥75% attendance by all directors |
Independence and conflicts:
- Independent Director status; neither he nor his immediate family owns securities of the Adviser or any control person of the Adviser (mitigates conflicts).
Fixed Compensation
| Fiscal Year | Cash (Aggregate Compensation from Fund) | Pension/Retirement Benefits | Total |
|---|---|---|---|
| FY2024 (year ended 6/30/2024) | $34,950 | $0 | $34,950 |
- Notes: Directors are reimbursed for related business expenses. Directors who are current employees/officers of the Adviser are not paid for Board service. The Fund reports no pension or retirement benefits for directors.
Performance Compensation
| Component | Disclosure for Directors |
|---|---|
| Stock/Option awards | Not disclosed for directors (no equity grants reported in FY2024 director compensation table) |
| Performance metrics tied to compensation | Not disclosed/applicable for directors |
| Clawback/COC/severance provisions | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | None disclosed |
- Additional conflict check: None of the Independent Directors or their immediate family members owns securities of the Adviser or any control person (reduces adviser-related conflicts).
Expertise & Qualifications
- Governance leadership: Lead Independent Director; Chair of Nominating & Governance Committee (drives board refreshment and governance processes).
- Financial oversight: Audit Committee member; board has designated an Audit Committee Financial Expert (Dr. Tatum) and receives regular reports on financial reporting and controls (collaborative oversight context).
- Professional background: Corporate attorney with specialization in M&A, private equity, and commercial transactions, supporting deal, legal, and control-risk oversight on the Board.
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Class | Dollar Range |
|---|---|---|---|
| 9/18/2024 | 6,434 | 0.04% | $10,001–$50,000 |
| 4/30/2025 | 6,434 | <1%* | $10,001–$50,000 |
- Notes: Percentages per proxy tables; 2025 proxy denotes “* Less than 1%.” No pledging or hedging of shares disclosed.
Governance Assessment
- Strengths
- Independence and leadership: Serves as Lead Independent Director and chairs the Nominating & Governance Committee—positions that enhance board independence, executive session efficacy, succession planning, and director evaluation.
- Committee coverage: Active on Audit and Nominating committees; the Board and committees met regularly in FY2024, and all directors met the ≥75% attendance threshold.
- Conflict posture: Independent; no ownership of adviser/control person securities by Independent Directors or immediate family.
- Watch items
- Ownership alignment: Personal stake is modest (6,434 shares; 0.04% as of 9/18/2024), though the Fund discloses director dollar range of $10,001–$50,000. No director stock ownership guidelines disclosed.
- Board structure: The Chair is an interested person; mitigated by a majority-independent board and a designated Lead Independent Director (Gelety). Continued emphasis on robust executive sessions and committee independence remains important.
- Compensation signals
- Director pay is cash-based with no equity or performance components disclosed for FY2024; Gelety’s $34,950 total suggests modest pay levels consistent with a small closed‑end fund; no pensions/retirement benefits.
Related-Party & Compliance Notes
- Related party transactions: None disclosed involving Gelety.
- Section 16 compliance: To the Fund’s knowledge, all required insider filings were made for FY2024; a later period note cites a late Form 3 for another director (B. Herzfeld), not related to Gelety.
Summary Implications for Investors
- Gelety’s governance roles (Lead Independent Director; Nominating Chair; Audit member) and consistent attendance support board effectiveness and independent oversight amid strategic transition at CUBA.
- No adviser-related financial conflicts are disclosed for Independent Directors; his legal/M&A background is additive for transaction oversight and governance.
- Low personal shareholding and absence of disclosed equity-based director pay may limit “skin-in-the-game,” but are typical for some closed-end funds; ongoing monitoring of board composition and independence is warranted given the interested Chair structure.