Charles W. Gerber
About Charles W. Gerber
Independent Trustee of Credit Suisse High Yield Bond Fund (DHY); year of birth: 1955; trustee since 2024; currently serves on the Audit Committee and Nominating Committee. Background includes over 30 years in financial services and related legal, compliance, and corporate governance roles; consultant to Canadian Imperial Bank of Commerce since 2016 and Senior Adviser to Stoneturn Group LLP since 2016; director of Michael Anthony Holdings, Inc. He also serves on the advisory boards of all open-end Credit Suisse Funds and on the board of another closed-end fund in the complex. Independence: Non-Interested Trustee under the 1940 Act and NYSE American independence standards. Term: Nominated for Class III one-year term expiring at the 2026 Annual Meeting. Appointment effective August 13, 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canadian Imperial Bank of Commerce | Consultant | 2016–present | Not disclosed |
| Stoneturn Group, LLP | Senior Adviser | 2016–present | Not disclosed |
| Michael Anthony Holdings, Inc. | Director | 2023–present | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Advisory boards of all open-end Credit Suisse Funds | Advisory board member | Not disclosed (current) | Governance/advisory functions across fund complex |
| Another closed-end fund in Credit Suisse/UBS AM complex | Director | Not disclosed (current) | Parallel closed-end fund oversight |
| Michael Anthony Holdings, Inc. | Director | 2023–present | Real estate management |
Board Governance
- Board classification and term: Gerber is nominated for Class III, one-year term to expire at the 2026 Annual Meeting. Trustee since 2024; appointment effective August 13, 2024.
- Committees: Member, Audit Committee; Member, Nominating Committee; both committees comprised of independent Trustees (excluding Interested Trustee John G. Popp).
- Committee activity: Audit Committee met six times in FY ended October 31, 2024; Nominating Committee met six times in FY ended October 31, 2024.
- Attendance: Board convened 11 times in FY 2024; each Trustee attended at least 75% of aggregate Board and committee meetings during their service period.
- Independence: Non-Interested Trustee under 1940 Act; the Audit and Nominating Committees are composed of independent Trustees per NYSE American standards.
- Leadership: Board chaired by Non-Interested Trustee Laura A. DeFelice; Board engages independent legal counsel for Non-Interested Trustees.
Fixed Compensation
| Item | FY 2024 | Effective Jan 1, 2025 |
|---|---|---|
| Annual cash retainer (Non-Interested Trustees) | $23,100 | $70,560 annual retainer covering four quarterly meetings and one special meeting |
| Per-meeting fee (Board) | $2,100 per meeting | Included in annual retainer |
| Chair fees (Board Chair) | $4,764 (fiscal year ended Dec 31, 2024) | Not disclosed |
| Chair fees (Audit Committee Chair) | $2,609 (fiscal year ended Dec 31, 2024) | Not disclosed |
| Chair fees (Nominating Committee Chair) | $1,072 (fiscal year ended Dec 31, 2024) | Not disclosed |
| Gerber – Aggregate Compensation from DHY | $2,100 (appointed Aug 13, 2024) | Not disclosed |
| Gerber – Total Compensation from Fund Complex | $18,257 (FY 2024) | Not disclosed |
| Bonus, pension, profit sharing | None (Fund has no bonus, profit sharing, pension, or retirement plans) | None |
Performance Compensation
| Component | FY 2024 |
|---|---|
| Performance bonus (cash) | None (Fund has no bonus plans) |
| Stock awards (RSUs/PSUs) | Not disclosed (no director equity grants disclosed) |
| Option awards | Not disclosed (no director options disclosed) |
| Performance metrics tied to pay (e.g., revenue, EBITDA, TSR) | None disclosed |
| Vesting schedules (dates/shares/$) | None disclosed |
| Clawback provisions (pay) | Not disclosed (director pay not subject to clawback in proxy) |
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlock/Conflict |
|---|---|---|---|
| Michael Anthony Holdings, Inc. | Director | 2023–present | No DHY-related transaction disclosed |
| Advisory boards of open-end Credit Suisse Funds | Advisory board member | Current | Shared governance across UBS AM-advised fund complex |
| Another closed-end fund in complex | Director | Current | Cross-board role within same adviser complex |
Expertise & Qualifications
- Over 30 years of experience in financial services and related legal, compliance, and corporate governance matters.
- Current consulting/advisory roles: Consultant at Canadian Imperial Bank of Commerce and Senior Adviser at Stoneturn Group LLP.
- Oversees two portfolios in the fund complex as Trustee/Nominee.
- Serves on advisory boards for all open-end Credit Suisse Funds and on another closed-end fund’s board, indicating broad fund governance exposure.
Equity Ownership
| Measure | DHY (Fund) | Credit Suisse Family of Investment Companies (Aggregate) |
|---|---|---|
| Dollar range of equity securities | A: None | C: $10,001–$50,000 |
| Trustees/officers aggregate ownership | Less than 1% of outstanding equity securities | N/A |
| Ownership of UBS AM (Americas) or affiliates | None by nominees/Non-Interested Trustees and immediate family as of Feb 28, 2025 | N/A |
Governance Assessment
- Committee work and independence: Gerber serves on both Audit and Nominating Committees comprised entirely of independent Trustees (excluding the Interested Trustee), supporting board oversight of financial reporting and trustee nominations; he is listed among signatories to the Audit Committee’s report recommending inclusion of FY 2024 audited financials.
- Engagement: The Board met 11 times in FY 2024, with each Trustee attending at least 75% of Board/committee meetings; Audit and Nominating Committees each met six times, indicating active committee cadence.
- Compensation structure: FY 2024 director pay comprised fixed annual fees and per-meeting fees; effective Jan 1, 2025 compensation moved to a larger fixed annual retainer ($70,560) covering scheduled meetings, reducing meeting-linked pay variability. Gerber’s FY 2024 DHY compensation was $2,100 (reflecting late-year appointment), and $18,257 across the fund complex.
- Alignment and ownership: Gerber reported no DHY holdings (dollar range “A: None”) but holds $10,001–$50,000 across the fund family; no UBS AM (Americas) or affiliate securities held by nominees/Non-Interested Trustees or their immediate families as of Feb 28, 2025, limiting adviser-linked conflicts. Potential alignment concern: zero DHY holdings.
- Auditor oversight signal: Board (via Audit Committee) transitioned the independent auditor from PwC to EY in 2024 due to PwC independence status after April 30, 2024; no disagreements or reportable events were noted; non-audit fees were $0, with services pre-approved by the Audit Committee, reinforcing independence discipline.
- RED FLAGS:
- No DHY share ownership (Dollar Range A: None) suggests limited direct economic alignment with DHY shareholders.
- Cross-board roles within the same adviser complex (open-end advisory boards and another closed-end fund) raise interlock considerations but no related-party transactions are disclosed.
- Related-party/Conflicts: Proxy discloses that nominees/Non-Interested Trustees and immediate family members did not own securities in UBS AM (Americas) or control persons, and no non-audit fee engagements beyond $0 were reported for auditors; no Gerber-specific related-party transactions are disclosed.