James P. Conn
About James P. Conn
James P. Conn (born 1938) is the Fund’s Lead Independent Director, serving since 1989; he is a member of the Audit Committee and the ad hoc Proxy Voting Committee, and has previously served as a senior business executive at Transamerica Corp., including as Chief Investment Officer, and as Managing Director and Chief Investment Officer of Financial Security Assurance Holdings, Ltd. (1992–1998). He holds a Bachelor’s degree in Business Administration from Santa Clara University and has been determined by the Board to be financially literate; he is elected solely by holders of the Fund’s Preferred Stock and is not standing for election at the 2025 Meeting due to the preferred-stock class election structure .
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 Chief Investment Officer | Not specified | Led investment function; prior public company directorship experience noted |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (past five years, excluding other Gabelli complex funds) | None disclosed | — | Proxy table lists “—” for other directorships in past five years |
| Other funds in Gabelli Fund Complex | Director; committee service across other funds | Ongoing | Oversees 23 portfolios in the Fund Complex |
Board Governance
- Lead Independent Director: Presides over executive sessions; liaison role between meetings; receives $2,000 annual fee for Lead Independent Director role .
- Committee assignments: Audit Committee member; ad hoc Proxy Voting Committee member .
- Independence: Listed among Independent Directors/Nominees .
- Election class: Elected solely by holders of the Fund’s Preferred Stock; term expires at the 2027 Annual Meeting; not standing for election at the current meeting .
- Board meeting frequency and attendance: The Board met four times in FY 2024; each Director then serving attended at least 75% of Board and applicable committee meetings .
- Audit Committee: Composed of Messrs. Heitmann (Chair), Conn, and Zizza; met two times in FY 2024; all members financially literate; Heitmann designated audit committee financial expert; report submitted February 6, 2025 .
Fixed Compensation
| Component (FY 2024 unless noted) | Amount (USD) | Notes |
|---|---|---|
| Annual retainer (Independent Directors and certain Interested Directors) | $15,000 | Paid by the Fund |
| Board meeting fee (per meeting attended) | $2,000 | Paid by the Fund |
| Committee meeting fee (per meeting attended) | $1,000 | Paid by the Fund |
| Lead Independent Director annual fee | $2,000 | Paid by the Fund |
| Audit Committee Chair annual fee | $3,000 | Chair only (Conn is member, not chair) |
| Proxy Voting Committee Chair annual fee | $1,500 | Chair only (Conn is member, not chair) |
| Nominating Committee Chair annual fee | $2,000 | Chair only |
| Aggregate compensation from the Fund (FY 2024) | $27,000 | Director-specific |
| Aggregate compensation from Fund Complex (FY 2024) | $288,500 | Across 23 investment companies/portfolios |
Performance Compensation
| Item | Disclosure | Detail |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed | Proxy describes director pay as cash retainers/meeting fees; no stock awards detailed |
| Option awards | Not disclosed | No option awards detailed in the director compensation section |
| Performance metrics tied to pay | Not disclosed | No metrics (TSR, EBITDA, etc.) cited for director compensation |
| Vesting schedules | Not disclosed | No equity-based vesting disclosed |
The proxy presents director compensation as cash-based (retainers/meeting fees) without equity awards or performance-based components .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (past five years) | None disclosed for Conn |
| Fund Complex roles | Oversees 23 portfolios; serves on comparable committees across other funds in the complex |
| Election by security class | Elected solely by holders of Preferred Stock; current term runs to 2027 Annual Meeting |
| Interests in adviser-affiliated entities | PMV Consumer Acquisitions Corp warrants valued at $3 (less than 1% of class) |
Expertise & Qualifications
- Former Chief Investment Officer roles and senior investment leadership experience (Transamerica; FSA Holdings) .
- Financial literacy designation for Audit Committee membership; Audit Committee chaired by a designated financial expert (Heitmann) .
- Bachelor’s degree in Business Administration from Santa Clara University .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership in the Fund (Common Stock) | 1,100 shares | <1% of outstanding common; as of Dec 31, 2024 |
| Dollar range of equity in the Fund | “B” ($1–$10,000) | As of Dec 31, 2024 |
| Aggregate dollar range in Fund Complex | “E” (Over $100,000) | As of Dec 31, 2024 |
Governance Assessment
- Tenure and role: Long-serving independent director (since 1989) and Lead Independent Director with active committee service; factual signals of board influence and continuity .
- Attendance: At least 75% participation in Board and applicable committees in FY 2024; Audit Committee met twice, indicating regular oversight cadence .
- Compensation and alignment: Cash-heavy director compensation (retainers/fees) with no equity/option awards disclosed; direct Fund ownership of 1,100 shares (dollar range “B”) but broader complex exposure “E” .
- Shareholder constituency: Elected solely by Preferred Stockholders, which is structurally distinct from common-stockholder elections and sets term through 2027 .
- Potential conflicts/related-party exposure: Minimal interest in an adviser-affiliated entity (PMV Consumer Acquisitions Corp warrants, $3 value); disclosed for transparency .
Red Flags to monitor
- Very limited direct common-stock ownership in the Fund versus cash compensation structure .
- Election solely by Preferred Stockholders (class election dynamic distinct from common-holders) .
- Affiliate interest, albeit de minimis, in adviser-related entity (PMV warrants) .