Colin J. Kilrain
About Colin J. Kilrain
Vice Admiral Colin J. Kilrain, USN (retired), born in 1958, is an Independent Trustee of Ellsworth Growth and Income Fund Ltd. (ECF) who joined the Board on February 13, 2025; he is nominated to serve a term through the 2028 Annual Meeting if elected . He most recently served as Assistant to the Chairman of the Joint Chiefs of Staff (2021–2023) and previously as Senior Military Advisor to the Director of the CIA (2019–2021); earlier commands include NATO Special Operations Headquarters, Special Operations Command Pacific, and Naval Special Warfare Group Two . He holds an M.S. in National Resources Strategy and Management from the National Defense University’s Industrial College of the Armed Forces .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Joint Chiefs of Staff | Assistant to the Chairman | 2021–2023 | Senior advisory role at the highest levels of U.S. defense leadership |
| Central Intelligence Agency | Senior Military Advisor to the Director | 2019–2021 | Advised on defense/intelligence integration |
| NATO Special Operations Headquarters | Commander | Not disclosed | Command leadership in multinational SOF coordination |
| Special Operations Command Pacific | Commander | Not disclosed | Theater special operations command leadership |
| Naval Special Warfare Group Two | Commander | Not disclosed | Naval special operations unit command |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | None disclosed | — | No other directorships reported in the past five years (excluding other funds managed by the Adviser) |
Board Governance
- Status: Independent Trustee (not an “interested person” under the 1940 Act) .
- Board structure: 11 Trustees, 9 Independent; Gabelli (Interested) is Chair, with James P. Conn as Lead Independent Trustee .
- Committees: Audit, Nominating, ad hoc Proxy Voting, ad hoc Pricing; multi‑fund ad hoc Compensation committees exist for officer compensation oversight .
- Committee assignments for Kilrain: None disclosed in the proxy; other Trustees’ committee roles are specified, but Kilrain is not listed on Audit, Nominating, Proxy Voting, Pricing, or multi‑fund Compensation committees .
- Attendance: FY2024 Board met four times; each then‑serving Trustee attended at least 75% of Board and committee meetings, but Kilrain joined in 2025 (attendance for him not disclosed) .
- Shareholder meeting engagement: The Fund does not expect Trustees or nominees to attend the annual meeting; none attended on May 13, 2024 (predates Kilrain’s appointment) .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Trustee) | $8,500 | Paid by the Fund |
| Board meeting fee | $1,000 per meeting | Paid per meeting attended |
| Committee meeting fee | $500 per meeting | Paid to all committee members |
| Audit Committee Chair fee | $2,000 annually | Additional chair retainer |
| Nominating Committee Chair fee | $2,000 annually | Additional chair retainer |
| Lead Independent Trustee fee | $1,000 annually | Additional retainer for Lead Independent Trustee |
| Kilrain – Aggregate compensation from the Fund (FY2024) | $0 | Joined Feb 13, 2025; $0 reported for FY2024 |
| Kilrain – Aggregate compensation from Fund Complex (CY2024) | $0 | Joined in 2025; $0 reported for 2024 across Fund Complex |
Performance Compensation
- No equity grants (RSUs/PSUs), options, bonuses, or performance‑linked compensation for Trustees are disclosed; the proxy describes cash retainers and meeting fees only for Independent Trustees .
| Performance Element | Terms | Disclosure Status |
|---|---|---|
| Stock awards (RSUs/PSUs) | Grant details, vesting | Not disclosed in Trustee compensation sections; compensation described as cash fees |
| Option awards | Strike, vesting | Not disclosed in Trustee compensation sections; compensation described as cash fees |
| Performance metrics (e.g., TSR, EBITDA) | Targets/measurement | Not applicable to Trustee pay as disclosed |
| Severance/Change‑of‑Control | Multiples, triggers | Not disclosed for Trustees |
| Clawbacks/Gross‑ups | Policy terms | Not disclosed for Trustees |
Other Directorships & Interlocks
| Company/Entity | Role | Committee Positions | Relationship/Interlock Flags |
|---|---|---|---|
| — | None disclosed | — | No external public company boards reported; independence affirmed with no interests in Adviser/affiliates for Independent Trustees, subject to exceptions noted elsewhere (none attributed to Kilrain) |
Expertise & Qualifications
- Senior military and national security leadership, including interagency advisory roles and multinational special operations command experience .
- Education in resource strategy and management (M.S., National Defense University’s Industrial College of the Armed Forces), relevant to governance oversight of complex, regulated entities .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Common shares owned (beneficial) | 0 | Less than 1% of outstanding shares (asterisk denotes <1%) |
| Preferred shares owned (beneficial) | None disclosed for Kilrain | Ownership table lists series holdings for others; none for Kilrain |
| Dollar Range in ECF | A (None) | Dollar range key: A = None, as of Dec 31, 2024 |
| Aggregate Dollar Range in Fund Complex | A (None) | As of Dec 31, 2024 |
Governance Assessment
- Independence and qualifications: Kilrain is an Independent Trustee with high‑level leadership credentials across defense and intelligence, bolstering board oversight capabilities in risk and strategy for a regulated fund .
- Committee influence: No committee assignments disclosed for Kilrain in the proxy; governance decision‑making centers (Audit, Nominating, Proxy Voting, Pricing) are chaired/manned by other Trustees, suggesting limited immediate committee leverage given his recent appointment .
- Alignment signal: As of Dec 31, 2024, Kilrain reported no ownership in ECF at the fund or complex level (A = None; 0 shares), which indicates limited immediate “skin‑in‑the‑game” pending any future purchases post‑appointment .
- Compensation structure: Independent Trustees receive modest cash retainers and meeting fees; no equity or performance‑linked components are disclosed for Trustees, which reduces pay‑for‑performance linkage but aligns with typical closed‑end fund governance norms .
- Engagement: Board met four times in FY2024 with ≥75% attendance by then‑serving Trustees; Kilrain’s attendance not applicable for FY2024 due to his 2025 appointment; the fund does not expect Trustees to attend annual shareholder meetings, and none attended in 2024 .
- Conflicts/related‑party exposure: No interests in the Adviser/affiliates are indicated for Kilrain; the proxy notes possible exceptions for some Independent Trustees elsewhere, but none are attributed to him, and no related‑party transactions are disclosed for Kilrain .
Red Flags to monitor
- Zero reported ownership as of the most recent disclosure date; monitor Form 3/4 filings for purchases to improve alignment .
- Absence of disclosed committee assignments at appointment; track future committee placements for influence on audit, nominations, and pricing decisions .