Rodney B. Berens

About Rodney B. Berens

Independent director of General American Investors (GAM) since 2007; age 79. Career spans senior leadership at Morgan Stanley (Managing Director; Head of Equity Trading and Global Research, 1975–1991) and Salomon Brothers (Operating Committee; Head of Global Equities, 1992–1998), followed by founding and leading Berens Capital Management and serving as Partner/Co-CIO of Berens Global Value Fund (2018–2021). Education: B.A., University of Pennsylvania; M.B.A., The Wharton School. Brings deep securities-industry and investment expertise; prior service includes First Boston, Ford Foundation (investment manager), and U.S. Army First Lieutenant .

Past Roles

External Roles

Board Governance

• Independence: All directors other than CEO Jeffrey W. Priest are independent; Berens is classified among “Independent Directors.” Independent directors chair all committees .
• Committee memberships (2024): Audit Committee member; Nominating Committee member. Not a chair of these committees .
• Meetings and attendance: Board held 8 meetings in 2024; each director attended at least 75% of board and committee meetings in 2024 (2023: all directors ≥75% except Mr. Schirmer) .
• Audit Committee structure: Committee lacks a designated “audit committee financial expert,” though the board deems members’ financial expertise sufficient. Audit met four times in 2024; once post-year-end .
• Other committees: Compensation (met once in 2024), Nominating (met once in 2024; once post-year-end), Pension (met once in 2024; once post-year-end), Executive (no 2024 meetings) .

Fixed Compensation

Notes: The proxy discloses director pay as cash retainers plus meeting fees; no equity grants or options for directors are described .

Performance Compensation

• No performance-based metrics, stock awards, options, or incentive plans are disclosed for directors. Director compensation consists of cash retainer and meeting fees; no equity, PSU/RSU, or option awards are listed for directors in 2023–2024 .

Other Directorships & Interlocks

No public company interlocks or conflicts are disclosed for Berens in the proxy’s biographical and committee sections reviewed .

Expertise & Qualifications

• Finance and markets: Senior leadership spanning sell-side trading, global equities, and research; operating committee experience (Salomon) and MD leadership (Morgan Stanley) .
• Investment management: Founder/operator of investment advisory firm; institutional investment at Ford Foundation; fund-of-funds and value fund leadership .
• Governance and audit: Chair of an external company’s audit committee (Upwell) .
• Education: B.A., University of Pennsylvania; M.B.A., The Wharton School .
• GAM board’s stated rationale: Provides valuable financial and investment expertise and in-depth understanding of the securities industry .

Equity Ownership

Notes: No preferred shares are listed for Berens in the preferred ownership table; preferred holdings are shown for certain other directors/officers only .

Governance Assessment

• Strengths/signals:
  • Independent director with deep capital markets and investment pedigree; active on Audit and Nominating committees .
  • Attendance: Met the ≥75% threshold in 2024; overall board held 8 meetings, indicating active oversight cadence .
  • Ownership: Reports “Over $100,000” dollar range and 4,260 common shares (0.02%), suggesting at least a baseline alignment; dollar-range classification for directors is disclosed by the fund .
• Watch items:
  • Audit Committee has no formally designated “financial expert,” which some investors view as a governance gap for audit oversight (mitigated by overall finance experience on the committee) .
  • Director compensation is entirely cash-based (retainer + meeting fees) without equity linkage for directors, offering less direct stock-based alignment than equity retainer structures used at many operating companies—though this is common among closed-end funds .
  • Shareholder context: The stockholder list shows notable external holders (e.g., Saba Capital 6.23%, Lazard AM 5.68%)—an environment that often heightens governance scrutiny and engagement needs .

Committee Assignments Summary (2024)

Compensation Structure Analysis

No use of compensation consultants is named; Compensation Committee references an “external data provider” and comparable company data when setting compensation .

Related Party Transactions

• The 2025 proxy provides committee, compensation, and ownership disclosures; no Berens-linked related-party transactions are identified in those sections reviewed .

Attendance & Engagement

Independence Status

• Independent director (non-management). All committees are chaired by independent directors; independent directors meet in executive session regularly .

Potential Red Flags

• No designated Audit Committee “financial expert” on the committee .
• Director pay is not explicitly equity-linked; alignment relies on personal holdings and dollar-range disclosure rather than structured equity retainers .

Summary Signal for Investors

• Berens offers significant capital markets and investment oversight value and serves on two governance-critical committees (Audit and Nominating). Attendance thresholds were met in 2024, and he maintains disclosed equity alignment (“Over $100,000” and 0.02% of common). Absence of an audit committee “financial expert” and cash-only director pay are watchpoints within the broader governance profile .