James Pierce, Jr.
About James R. Pierce, Jr.
Independent Class I Director at the Fund since 2015; age 68 (as of 2025). Tenure continues through the current term expiring in 2027. Former Chairman of JLT Specialty Insurance Services (2014–2022) and Global Lead in Marine & Energy Operations at Marsh (2006–2014), bringing 30+ years of insurance and financial services experience. Member of the Audit Committee; Chairman of the Governance Committee; designated independent under the 1940 Act and Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JLT Specialty Insurance Services, Inc. (U.S. platform of Jardine Lloyd Thompson Group) | Chairman | Dec 2014 – Dec 2022 | Led U.S. specialty advisory business; Board cites insurance/financial services expertise as key qualification |
| Marsh (global insurance brokerage and risk management) | Global Lead, Marine & Energy Operations | 2006 – 2014 | Senior operational leadership in risk management; sector expertise |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Sprott Funds Trust | Director | Listed as “Other Directorships” in 2023 | Appears as external role; oversight count 9 portfolios as of 2023 |
| None reported | — | 2025 | “Other Directorships” recorded as N/A in 2025 |
Board Governance
- Committee assignments: Audit Committee member; Governance Committee member; Governance Committee Chairman (Pierce chairs Governance)
- Independence: 80% of the Board is independent; Audit Committee consists of four Independent Directors per Nasdaq rules (Pierce included)
- Leadership structure: No Board chairman; an interested person acts as meeting chair; no Lead Independent Director designated due to Board size
- Meetings and attendance (2024): Board 4 meetings; Audit Committee 2; Governance Committee 1; all Directors attended at least 75% of Board and relevant committee meetings
- Stockholder meetings: No formal policy on director attendance; none of the Directors attended the 2024 Annual Meeting of Stockholders
- Oversight scope: Portfolios overseen in fund complex increased from 9 (2023) to 13 (2025), indicating broader governance scope
Fixed Compensation
| Metric | FY 2022 | FY 2024 |
|---|---|---|
| Aggregate Compensation from the Fund ($) | $5,679.00 | $5,086.25 |
| Pension/Retirement Benefits Accrued | None | None |
| Estimated Annual Benefits upon Retirement | None | None |
| Other Director Remuneration | “No Director received remuneration…in addition to or in lieu of this compensation” | “No Director received remuneration…in addition to or in lieu of this compensation” |
Year-over-year mix: Cash-only director pay; no meeting fees, chair fees, or retirement benefits disclosed for 2022/2024.
Performance Compensation
| Component | FY 2022 | FY 2024 |
|---|---|---|
| Equity awards (RSUs/PSUs/DSUs) | Not disclosed; proxy lists only cash aggregates for directors | Not disclosed; proxy lists only cash aggregates for directors |
| Option awards (strike, expiration, vesting) | Not disclosed | Not disclosed |
| Performance metrics tied to pay (revenue, EBITDA, TSR, ESG) | Not disclosed | Not disclosed |
| Meeting fees / Committee chair fees | Not disclosed; “no remuneration in addition to…this compensation” | Not disclosed; “no remuneration in addition to…this compensation” |
The Board does not have a standing compensation committee; Independent Directors review their compensation annually. No performance-based pay elements are disclosed for directors.
Other Directorships & Interlocks
| Company/Entity | Role | Overlap/Interlock Considerations |
|---|---|---|
| Sprott Funds Trust (2023) | Director | Within Sprott fund family; Governance Committee charter screens for relationships that may impair independence (e.g., affiliations with competing financial service organizations) |
| None reported (2025) | — | No other public company directorships disclosed in 2025 |
Expertise & Qualifications
- 30+ years in insurance and financial services leadership; Chairman-level experience at JLT Specialty Insurance Services (2014–2022)
- Global operations lead in marine & energy risk at Marsh (2006–2014)
- Governance experience: Chairman of Governance Committee; Audit Committee member alongside a designated Audit Committee Financial Expert (Mr. Clark)
- Board cites ability to critically review, evaluate, and discuss information and interact effectively with management/service providers; annual director performance evaluation conducted by the Board
Equity Ownership
| Metric | As of 2023 Proxy | As of 2025 Proxy |
|---|---|---|
| Beneficially Owned Common Shares (count) | 7,204 | 8,839 |
| Percent of Shares Outstanding | <1% | <1% |
| Aggregate Dollar Range of Equity Securities in the Fund | Over $100,000 | $50,001–$100,000 |
| Aggregate Dollar Range in all Sprott Funds Overseen | Over $100,000 | $50,001–$100,000 |
- Pledging/hedging: Not disclosed in proxy statements; no mention of pledged shares.
- Related issuer holdings: As of the record date, no Independent Director or immediate family members directly or indirectly owned any securities issued by Sprott Inc. or its affiliates (other than registered investment companies), supporting independence from the adviser.
Governance Assessment
- Strengths: Independent Director since 2015 with sector-relevant insurance/risk expertise; chairs Governance Committee and serves on Audit Committee, contributing to nomination standards and financial oversight. Board maintains a majority of independent directors and an Audit Committee aligned with Nasdaq independence standards.
- Engagement: Met ≥75% attendance threshold for Board and committee meetings in 2024; however, no Directors attended the 2024 Annual Meeting of Stockholders, a potential investor engagement concern.
- Alignment: Holds Fund shares (<1%); aggregate dollar range decreased from “Over $100,000” (2023) to “$50,001–$100,000” (2025). No equity-based director compensation; cash-only retainer limits pay-for-performance alignment but is typical for investment companies.
- Conflicts/Controls: Governance Committee charter explicitly screens independence (relationships with management, adviser, service providers, competitors); Board leadership lacks a designated Lead Independent Director, and an interested person chairs meetings—paired with concentrated ownership (52.86% held by W. Whitney George as of 2025), which can raise governance risk if checks are weak.
- RED FLAGS: None of the Directors attended the 2024 Annual Meeting; no Lead Independent Director amid concentrated control by a >50% shareholder; continued absence of a standing compensation committee (mitigated by annual review by Independent Directors).