Clara E. Del Villar
About Clara E. Del Villar
Clara E. Del Villar (age 66) has served as an independent director of General American Investors Company, Inc. (GAM) since 2017. She founded Schola Labs in May 2023 and brings broad leadership, financial, and compliance experience across financial services, technology, energy, and publishing; she is a graduate of Georgetown University .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Schola Labs | Founder | May 2023–present | Customized educational administrative software; entrepreneurial/operator background |
| FreedomWorks Foundation | Executive Director, Senior Initiatives Program | 2018–2023 | Policy and program leadership; public–nonprofit stakeholder engagement |
| Nomura Securities | Portfolio Management | Not disclosed | Buy-side portfolio management experience (dates not provided) |
| Neuberger Berman | Portfolio Management | Not disclosed | Buy-side portfolio management experience (dates not provided) |
| Nortel Networks | Vice President, Compliance & Ethics | Not disclosed | Corporate compliance and ethics leadership in global tech |
| InEnergy (EERC division) | Founding Partner & Managing Director | Not disclosed | Energy sector leadership; commercialization orientation |
| The Hispanic Post | Founder, CEO & Editor-in-Chief | Not disclosed | Media leadership, operations, and editorial governance |
External Roles
| Organization | Role | Tenure | Governance/Committees |
|---|---|---|---|
| Tribecca Innovation Awards Foundation | Fellow | Not disclosed | Advisory/recognition; ecosystem connectivity |
| Women’s Health Symposium, Weill Cornell Medicine | Member, Executive Steering Committee | Not disclosed | Steering role in academic medical context |
Board Governance
| Committee | Role | Chair | Meetings Held (FY 2024) |
|---|---|---|---|
| Audit | Member | John D. Gordan, III | 4 meetings (Jan 24, Feb 16, Jul 24, Dec 4) |
| Nominating | Member | Arthur G. Altschul, Jr. | 1 meeting in FY 2024 (Jan 24), plus Feb 12, 2025 post-FY |
| Pension | Member | Spencer Davidson | 1 meeting in FY 2024 (Jan 24), plus Feb 12, 2025 post-FY |
- Independence: All directors other than the CEO (Mr. Priest) are independent; independent directors chair all board committees, and members meet regularly in executive session .
- Attendance: In 2024, the board held 8 meetings and each director attended at least 75% of the aggregate number of board and relevant committee meetings; in 2023, each director attended at least 75% except Mr. Schirmer (i.e., Ms. Del Villar met the attendance threshold) .
- Annual meeting participation: All directors participated at the 2024 annual meeting (April 8, 2024) and the 2023 annual meeting (April 26, 2023) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Director Retainer (cash) | $15,000 | $30,000 |
| Meeting Fee per Board/Committee Meeting (cash) | $1,250 | $1,250 |
| Aggregate Compensation – Clara E. Del Villar | $28,750 | $47,500 |
- Structure: Directors not serving as paid officers receive a cash retainer plus meeting fees for board and committee attendance; no additional director pension accruals are indicated (dash in pension column for directors) .
Performance Compensation
- No equity (RSUs/PSUs/options), change-in-control, or performance-tied director compensation is disclosed; proxy lists only cash retainer and per-meeting fees for directors, with no director equity grants noted .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | None disclosed for Ms. Del Villar in the proxy’s “Other Directorships and Affiliations” column |
| Nonprofit/academic boards/affiliations | Tribecca Innovation Awards Foundation (Fellow); Women’s Health Symposium, Weill Cornell Medicine (Executive Steering Committee) |
| Potential interlocks | No shared director roles with GAM competitors/suppliers/customers disclosed for Ms. Del Villar |
Expertise & Qualifications
- Broad experience spanning portfolio management (Nomura, Neuberger Berman), corporate compliance/ethics (Nortel Networks), energy sector commercialization (InEnergy/EERC), and operating leadership in software and media (Schola Labs; The Hispanic Post) .
- Academic credentials: Georgetown University (undergraduate; specific degree not provided) .
- Governance readiness: Service on Audit, Nominating, and Pension Committees; independent status under NYSE standards .
Equity Ownership
| Metric | 2023 | 2024 |
|---|---|---|
| Dollar Range of Beneficial Ownership in GAM | None | None |
- Beneficial ownership: The director dollar-range table reports “None” for Ms. Del Villar as of both Dec 31, 2023 and Dec 31, 2024; individual share counts for Ms. Del Villar are not separately listed in the beneficial ownership tables .
Governance Assessment
- Signals of effectiveness: Member of three key committees (Audit/Nominating/Pension), meeting at least the 75% attendance threshold in 2023 and 2024, with board structure emphasizing independent oversight and regular executive sessions .
- Alignment concerns: RED FLAG – the proxy discloses “None” for Ms. Del Villar’s beneficial ownership dollar range in both 2023 and 2024, indicating no disclosed shareholding, which weakens “skin-in-the-game” alignment for a closed-end fund director .
- Compensation mix: Director pay is entirely cash-based (retainer + per-meeting fees) with no disclosed equity component, and the annual retainer doubled from $15,000 to $30,000 in 2024; aggregate cash compensation for Ms. Del Villar rose from $28,750 (2023) to $47,500 (2024), increasing the guaranteed cash portion of director pay .
- Conflicts/related parties: No related-party transactions, loans, or director-specific conflicts involving Ms. Del Villar were identified in the proxy; targeted search of the document for “related party” and similar terms returned no results (compensation structure) and targeted search none found.
- Committee specialization: Audit and Nominating roles emphasize oversight of financial reporting and board composition; Pension Committee adds oversight of retirement and thrift plan investment/administration; none of these committees are chaired by Ms. Del Villar, preserving independence without concentration of control .
- Engagement with shareholders: All directors participated in annual meetings; processes exist for stockholder communications with the board via the Corporate Secretary, supporting transparency and investor engagement .
Overall: Governance participation is robust across oversight committees and attendance; however, absent share ownership is a clear alignment risk signal for investors tracking board skin-in-the-game for a closed-end fund. Strengths lie in independence and committee coverage; monitoring any future equity ownership adoption or changes in director compensation structure would be prudent .