James P. Conn
About James P. Conn
Lead Independent Trustee of Ellsworth Growth and Income Fund Ltd. (ECF), serving since November 1, 2015, with year of birth 1938 and a background as Chief Investment Officer at Transamerica Corp and Managing Director/Chief Investment Officer at Financial Security Assurance Holdings, Ltd. (1992–1998). He holds a Bachelor’s degree in Business Administration from Santa Clara University and has served as director/lead director and committee chair at several public companies in banking and other industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial Security Assurance Holdings, Ltd. | Managing Director & Chief Investment Officer | 1992–1998 | Senior investment leadership |
| Transamerica Corp. (insurance holding company) | Senior business executive, including CIO | Not disclosed | Led investment function; multiple senior roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Several public companies (banking and other industries) | Director, Lead Director, Committee Chair | Not disclosed | Chaired various board committees; served as lead director |
Board Governance
- Lead Independent Trustee; presides over executive sessions and acts as liaison between meetings; assists with agenda scheduling and oversight processes .
- Committee memberships: Pricing Committee and ad hoc Proxy Voting Committee (member) .
- Independence: Classified as an Independent Trustee under the 1940 Act; Board notes Independent Trustees meet in executive session and chair all committees .
- Years of service on ECF board: Since 2015; current term continues until 2026 Annual Meeting .
- Shareholder meeting engagement: Fund does not expect Trustees to attend; no Trustees attended the 2024 (May 13, 2024) or 2023 (May 22, 2023) annual meetings .
Attendance and meeting cadence:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Board meetings (count) | 6 (4 regular, 2 special) | 5 (4 regular, 1 special) | 4 (regular quarterly) |
| Attendance threshold met | Each Trustee ≥75% | Each Trustee ≥75% | Each Trustee ≥75% |
Fixed Compensation
Compensation structure (cash):
| Fee Type | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Trustee) | $8,500 | Per year |
| Board meeting fee | $1,000 | Per meeting attended |
| Committee membership fee | $500 | Per committee meeting attended |
| Audit Committee Chair premium | $2,000 | Annual fee (not Conn) |
| Nominating Committee Chair premium | $2,000 | Annual fee (not Conn) |
| Lead Independent Trustee premium | $1,000 | Annual fee (Conn) |
Reported compensation:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Aggregate compensation from ECF ($) | $15,000 | $14,500 | $13,500 |
| Aggregate compensation from Fund Complex ($) | $279,000 (23 portfolios) | $281,021 (23 portfolios) | $288,500 (23 portfolios) |
Performance Compensation
- No equity awards, options, or performance-based compensation disclosed for Trustees; compensation is cash-based (retainer + meeting fees). No performance metrics tied to director pay are disclosed .
Other Directorships & Interlocks
- Served as director and lead director at several public companies (banking and other industries); specific issuers not disclosed .
- Minor financial interests in entities potentially under common control with the Adviser/Gabelli affiliates (e.g., PMV Consumer Acquisitions Corp. warrants), each <1% of class and immaterial dollar value .
Affiliate interest detail:
| Year | Entity | Instrument | Value | % of Class |
|---|---|---|---|---|
| 2022 | PMV Consumer Acquisitions Corp. | Warrants | $11 | <1% |
| 2023 | PMV Consumer Acquisitions Corp. | Warrants | $2 | <1% |
| 2024 | PMV Consumer Acquisitions Corp. | Warrants | $3 | <1% |
Expertise & Qualifications
- Capital markets and investment leadership: CIO roles (Transamerica; FSA) and oversight experience across fund boards .
- Governance: Lead Independent Trustee responsibilities; prior lead director/committee chair experience at public companies .
- Education: B.S. in Business Administration, Santa Clara University .
- Board skills emphasized by ECF: Critical review, effective interaction with management/adviser/auditors, independent judgment; common to all Trustees .
Equity Ownership
Beneficial ownership in ECF:
| Metric | As of Dec 31, 2022 | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|---|
| Common shares owned | 1,000 | 1,000 | 1,000 |
| % of shares outstanding | <1% | <1% | <1% |
| Dollar range in ECF | C ($10,001–$50,000) | B ($1–$10,000) | B ($1–$10,000) |
| Aggregate dollar range in Fund Complex | E (Over $100,000) | E (Over $100,000) | E (Over $100,000) |
Section 16 compliance:
- ECF reports timely compliance for Trustees/insiders for FY2024; no exceptions noted for Conn . In FY2023, one late Form 4 was noted for another Trustee; no Conn exceptions . FY2022 compliant .
Governance Assessment
- Positives: Independent status; Lead Independent Trustee role enhances board effectiveness and oversight; consistent attendance ≥75% in all years; compensation modest and cash-based, limiting misalignment; beneficial ownership in ECF exists (albeit small), with significant aggregate holdings across fund complex indicating engagement with Gabelli strategies .
- Watch items:
- Small ECF shareholding (1,000 shares; Dollar Range B) may indicate limited direct “skin-in-the-game” at the fund level, though not uncommon for CEF trustees .
- Minor affiliate interests (PMV warrants) in adviser-controlled entities present theoretical conflicts, but values are de minimis and <1% of class .
- Board practice of not attending annual shareholder meetings reduces direct investor engagement; no Trustees attended 2023 or 2024 meetings per ECF disclosures .
- Net view: Governance profile is solid with strong independence and oversight roles; no material conflicts or red flags disclosed. Continued monitoring of affiliate interests and shareholder engagement practices is advisable .