Kay Tatum
About Kay W. Tatum, Ph.D., CPA
Independent director since 2007; age 72. Associate Professor of Accounting at the University of Miami Herbert Business School (since 1992) and former department chair (2004–2008). Serves as Audit Committee Chair and is designated the Board’s “audit committee financial expert”; member of the Nominating & Governance Committee; independence affirmed under the 1940 Act and NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Miami Herbert Business School | Associate Professor of Accounting | 1992–present | Academic expertise in accounting; former Department Chair (2004–2008) |
| The Herzfeld Caribbean Basin Fund, Inc. (CUBA) | Independent Director, Class I | 2007–present | Audit Committee Chair; Audit Committee financial expert; Nominating & Governance Committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Committees and roles: Audit Committee Chair; designated audit committee financial expert; Nominating & Governance Committee member .
- Independence: Independent under 1940 Act and NASDAQ; none of the Independent Directors or immediate family members own securities of the Adviser or its control persons .
- Lead Independent Director: John A. Gelety is Lead Independent Director; independent committee chairs and membership across Board .
- Attendance: Board held four regular meetings in FY ended June 30, 2024; each director attended at least 75% of Board and applicable committee meetings; Audit Committee met twice; Nominating & Governance met twice .
- Risk oversight: Audit Committee oversees audit scope, internal controls, and auditor independence; Board receives periodic risk and compliance reports .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Aggregate Director Compensation (cash) | $34,950 |
| Pension/Retirement Benefits | $0 |
Directors are reimbursed for business expenses; directors who are officers/employees of the Adviser do not receive director fees .
Performance Compensation
| Component | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs), options | Not disclosed for directors in proxy |
| Performance metrics tied to director pay | Not disclosed |
| Clawbacks, severance, change-of-control for directors | Not disclosed |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Committee roles at other issuers | None disclosed |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Ph.D., CPA; accounting academic with leadership experience (former department chair), providing financial reporting and internal control oversight capability .
- Designated audit committee financial expert; independent under Item 3 of Form N‑CSR and NASDAQ standards .
- Long-tenured CUBA director since 2007; deep familiarity with fund operations and closed-end fund governance .
Equity Ownership
| Metric | Sep 18, 2024 (16,548,313 shares outstanding) | Apr 30, 2025 (15,720,897 shares outstanding) |
|---|---|---|
| Beneficial shares owned | 5,027 | 5,027 |
| Ownership % of class | 0.03% | <1% (star-footnote disclosed) |
| Dollar range of holdings | $0–$10,000 | $10,001–$50,000 |
| Shares pledged/hedged | Not disclosed |
Governance Assessment
- Strengths: Independent director with deep accounting expertise; serves as Audit Committee Chair and financial expert, supporting robust financial oversight; committees comprise only independent directors; Lead Independent Director structure in place; acceptable attendance (≥75%) and active committees (Audit met twice; Nominating met twice) .
- Alignment: Personal ownership of 5,027 shares; ownership dollar range increased from $0–$10,000 (2024) to $10,001–$50,000 (2025), indicating some alignment though stake remains small relative to fund size .
- Conflicts/Red flags: No related-party exposure disclosed for Tatum; independent directors and immediate family do not hold Adviser securities, mitigating adviser conflicts . Fund-level proposals introduce potential adviser incentive/leveraging conflicts (managed-assets fee and income-based incentive with catch-up), which the Board (majority independent) acknowledges and oversees; this elevates the importance of Audit/Board oversight and disclosure discipline rather than reflecting a director-specific conflict .
- Overall: Governance quality appears sound for Tatum’s remit—independence, financial expertise, and committee leadership—with moderate ownership alignment and no disclosed attendance or conflict issues. Continued monitoring of fee structure changes and leverage policies places heightened emphasis on independent committee rigor under her chairmanship .