Mahendra R. Gupta
About Mahendra R. Gupta
Independent Trustee of Credit Suisse High Yield Bond Fund (DHY), born 1956, and Audit Committee Chair since 2019; also a member of the Nominating Committee . He is a Professor at Washington University in St. Louis with 30+ years of academic experience in accounting and management; nominated as a Class II Trustee for a three-year term expiring at the 2028 Annual Meeting, subject to shareholder approval . He serves as a Non-Interested (independent) Trustee under the 1940 Act and NYSE American independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington University in St. Louis | Professor | July 1990–present | Academic expertise in accounting/management supporting Audit oversight |
| R.J. Mithaiwala (India) | Partner (Food manufacturing and retail) | March 1977–present | Business operations experience |
| F.F.B. Corporation (India) | Partner (Agriculture) | March 1977–present | Industry/operator perspective |
| RPMG Research Corporation | Partner (Benchmark research) | July 2001–present | Quantitative benchmarking experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Caleres Inc. (footwear) | Director | 2012–present | Public company board experience |
| Foundation of Barnes Jewish Hospital | Director; Chair | Director 2018–present; Chair 2024–present | Non-profit leadership and finance oversight |
| First Bank (finance) | Director | 2023–present | Financial sector governance |
| ENDI Corporation (finance) | Director | 2023–present | Financial sector governance |
| The Oasis Institute (non-profit) | Director | 2022–present | Non-profit service |
| Consortium for Graduate Study in Management | Director | 2017–2023 | Prior governance role |
| Koch Development Corporation | Director | 2017–2020 | Prior real estate governance |
| Guardian Angels of St. Louis | Director | 2015–2021 | Prior non-profit role |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating Committee Member (Non-Interested/independent) .
- Independence: Non-Interested Trustee; Audit and Nominating Committees comprised solely of independent trustees per NYSE American rules .
- Tenure and election: Trustee since 2019 (DHY); nominated Class II for term ending 2028 .
- Board and committee activity:
- Board met 11 times in FY ended Oct 31, 2024; each Trustee attended at least 75% of applicable meetings .
- Audit Committee met 6 times in FY 2024; Nominating Committee met 6 times in FY 2024 .
- Leadership: Board Chair is Laura A. DeFelice (Non-Interested), supporting independent oversight structure .
- Compensation Committee: The Fund does not have a Compensation Committee .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual fee for Non-Interested Trustees ($) | 23,100 | 23,100 |
| Per Board meeting fee ($) | 2,199 | 2,100 |
| Chair of the Board annual fee ($) | 5,240 | 4,764 |
| Audit Committee Chair annual fee ($) | 2,100 | 2,609 |
| Nominating Committee Chair annual fee ($) | 2,100 | 1,072 |
| One-time additional fee from Fund complex (CS–UBS merger) ($) | 25,000 | — |
| Total remuneration paid by DHY to Non-Interested Trustees ($) | 137,575 | 154,050 |
| Gupta’s Compensation | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate compensation from DHY ($) | 34,900 | 37,725 |
| Total compensation from DHY fund complex ($) | 186,138 | 207,075 |
- Effective January 1, 2025: each Trustee receives an annual retainer of $70,560 for four quarterly meetings and one special meeting .
Performance Compensation
| Performance-linked element | Status |
|---|---|
| Annual bonus | None; the Fund has no bonus plans for Trustees |
| Equity awards (RSUs/PSUs/Options) | None disclosed; Trustees compensated via fees |
| Pension/SERP/Deferred comp | None; the Fund has no pension or retirement plans for Trustees |
| Clawbacks/COC severance | Not disclosed in proxy; no director incentive plans referenced |
Other Directorships & Interlocks
| Entity | Role | Potential Interlock/Conflict |
|---|---|---|
| Caleres Inc. (footwear) | Director | No interlocks with DHY Board disclosed; potential conflict only if DHY invests in company securities (not disclosed) |
| First Bank (finance) | Director | No DHY-related transactions disclosed; independence maintained per proxy |
| ENDI Corporation (finance) | Director | No DHY-related transactions disclosed |
| Foundation of Barnes Jewish Hospital | Director; Chair | Non-profit; no related party transactions disclosed |
- Related-party/affiliation check: As of Feb 28, 2025, none of the nominees, Non-Interested Trustees, or their immediate family members owned any class of securities in UBS AM (Americas) or in any person controlling/controlled by/under common control with UBS AM (Americas) .
Expertise & Qualifications
- Audit leadership and financial oversight: Audit Committee Chair since 2019 (DHY) and since 2017 across open-end funds; extensive accounting/management expertise as a professor .
- Governance breadth: Service across 7 portfolios in the Credit Suisse/UBS Fund Complex enhances investment company governance experience .
- Independence and risk oversight: Committees comprised of independent Trustees; Audit Committee charter mandates financial literacy and expertise on the committee .
Equity Ownership
| Ownership Metric | As of Feb 29, 2024 | As of Feb 28, 2025 |
|---|---|---|
| Dollar range of equity securities in DHY | A (None) | A (None) |
| Aggregate dollar range across Credit Suisse family of investment companies | E (over $100,000) | E (over $100,000) |
- Trustees and officers, in aggregate, own less than 1% of DHY’s outstanding equity securities .
-
5% beneficial owners: First Trust Advisors L.P. et al. reported 22.74% of DHY shares as of Jan 24, 2025 .
Governance Assessment
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Strengths
- Independent Audit Chair with deep accounting/academic credentials; robust Audit Committee charter and demonstrated oversight (auditor transition from PwC to EY, pre-approval frameworks) .
- Active committee engagement (6 Audit Committee and 6 Nominating Committee meetings in FY 2024) and Board attendance ≥75% .
- Clear independence: no securities ownership in UBS AM or affiliates by Gupta or immediate family; committees constituted per NYSE American independence requirements .
-
Alignment considerations
- Gupta holds no DHY shares (Dollar Range A), though he has >$100k aggregate holdings across the fund family; alignment to DHY specifically is limited versus broad complex exposure .
-
Potential conflicts
- External directorships in financial institutions (First Bank, ENDI Corporation) are disclosed; no related-party transactions with DHY’s adviser or affiliates reported. Monitor if DHY invests in securities of these entities; none disclosed in proxy .
-
Compensation structure signals
- Cash-only director fees; no equity awards, bonuses, or pensions—reduces pay-for-performance alignment but supports independence from management incentives .
- 2025 retainer increase to $70,560 standardizes compensation and may reflect workload normalization post CS–UBS merger (which triggered extra 2023 fees) .
RED FLAGS: None explicitly disclosed for Gupta (no related-party transactions, pledging, or hedging noted). Main watchpoint is lack of DHY-specific share ownership, which may be viewed as modest alignment relative to fund performance .