John Birch
About John Birch
John Birch is an Independent Director of The Gabelli Convertible and Income Securities Fund Inc. (GCV), serving since February 22, 2018 with his current term running until the 2027 Annual Meeting; he was born in 1950 . He is an experienced fund operations and risk executive, having served as COO of Sentinel Asset Management and CFO/Chief Risk Officer of Sentinel Group Funds (2005–2015), and he holds a Master of Tax from Metropolitan University College (Copenhagen) and completed Harvard Business School’s Program for Management Development . Birch is a member of GCV’s Audit Committee and has been determined by the Board to be financially literate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sentinel Asset Management; Sentinel Group Funds | COO; CFO & Chief Risk Officer | 2005–2015 | Senior oversight of fund operations and risk |
| State Street Bank (Luxembourg) | Vice President, Transfer Agency | Not disclosed | Fund administration leadership |
| American Skandia Investment Services, Inc. | Chief Operating Officer & Senior Vice President | Not disclosed | Mutual fund operations leadership |
| International Fund Administration, Ltd. | Chief Operating Officer & Executive Vice President (Partner) | Not disclosed | Administration and distribution |
| Gabelli Funds, Inc. (Mutual Funds Division) | Chief Administrative Officer & Senior Vice President; Managing Director | Not disclosed | Fund complex leadership |
| Kansallis banking group; Privatbanken A/S | Senior roles | Not disclosed | Financial services experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GAMCO International SICAV | Director & Chairman | Not disclosed | Related to Gabelli affiliates; potential interlock |
| Gabelli Merger Plus+ Trust Plc | Director & Co‑Chairman | Not disclosed | Related to Gabelli affiliates; potential interlock |
| Gabelli Associates Limited | Director | Not disclosed | May be under common control with Adviser |
| Gabelli Associates Limited II E | Director | Not disclosed | May be under common control with Adviser |
| The Cardinal Partners Global | Partner | Current | Strategic advisory to investment managers |
Board Governance
- Independence: Birch is classified as an Independent Director under the Investment Company Act .
- Committee assignments: Audit Committee member; committee determined all members (including Birch) are financially literate, with Vincent Enright designated Audit Committee Financial Expert .
- Attendance/engagement: Board met 4 times in FY ended 9/30/2024 and each Director attended at least 75% of Board and applicable committee meetings; Audit Committee met 2 times in FY2024 . The Fund does not expect Directors to attend the shareholder meeting; none attended the May 13, 2024 annual meeting .
- Leadership: Lead Independent Director is Anthonie C. van Ekris; Independent Directors meet regularly in executive session and chair all Board committees .
| Governance Item | Detail | Citation |
|---|---|---|
| Board classification | Three classes; Birch’s term until 2027 Annual Meeting | |
| Audit Committee membership | Member (Enright Chair; members Enright, Birch, Zizza) | |
| Board meetings FY2024 | 4 meetings; ≥75% attendance for all Directors | |
| Audit Committee meetings FY2024 | 2 meetings | |
| Lead Independent Director | Anthonie C. van Ekris | |
| Shareholder meeting attendance (2024) | None attended May 13, 2024 |
Fixed Compensation
| Component | Amount/Policy | Period | Citation |
|---|---|---|---|
| Aggregate compensation from GCV | $7,500 | FY ended 9/30/2024 | |
| Aggregate compensation from Fund Complex (incl. GCV) | $70,342 (over 10 portfolios) | CY2024 | |
| Annual retainer (Independent Directors & certain Interested Directors) | $3,000 | Policy | |
| Board meeting fee | $750 per meeting | Policy | |
| Committee meeting fee | $500 per meeting | Policy | |
| Audit Committee Chair fee | $3,000 annual | Policy | |
| Nominating Committee Chair fee | $2,000 annual | Policy | |
| Lead Independent Director fee | $1,000 annual | Policy |
Performance Compensation
- No equity or performance-based compensation for Directors is disclosed; the proxy describes cash retainers and meeting/committee fees only, with no RSUs/PSUs, options, or performance metric-linked awards for Directors .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Note |
|---|---|---|
| GAMCO International SICAV | Director & Chairman | May be deemed controlled by Mario J. Gabelli and/or affiliates; under common control with Fund’s Adviser |
| Gabelli Merger Plus+ Trust Plc | Director & Co‑Chairman | May be deemed controlled by Mario J. Gabelli and/or affiliates; under common control with Fund’s Adviser |
| Gabelli Associates Limited; Gabelli Associates Limited II E | Director | May be deemed controlled by Mario J. Gabelli and/or affiliates; under common control with Fund’s Adviser |
Expertise & Qualifications
- Financial and operational leadership across fund complexes (COO, CFO, Chief Risk Officer) .
- Determined financially literate by the Board (Audit Committee member) .
- Education: Master of Tax (Metropolitan University College, Copenhagen); Harvard PMD .
- Oversight experience across multiple Gabelli-related fund boards and international vehicles .
Equity Ownership
| Holder | Shares | Security | % of Shares Outstanding | Dollar Range (GCV) | Aggregate Dollar Range (Fund Complex) |
|---|---|---|---|---|---|
| John Birch | 8,069 | Common Stock | ~0.041% (8,069 / 19,805,783) | C ($10,001–$50,000) | E (Over $100,000) |
| Citations | Computed from and shares outstanding 19,805,783 |
Notes:
- All Director/Officer holdings are <1% of Common Stock outstanding as of December 31, 2024; Birch’s individual ownership is below 1% .
- No disclosure of pledged shares, hedging, options, or unvested equity for Directors in the proxy .
Insider Trades
| Item | Detail | Citation |
|---|---|---|
| Section 16(a) compliance | Based on review of Forms 3 and 4 during FY ended 9/30/2024, the Fund believes all applicable persons complied with filing requirements | |
| Form 4 transactions for John Birch | Not disclosed in the proxy; no transaction details provided |
Governance Assessment
-
Strengths:
- Independent Director with deep fund operations and risk management background; Audit Committee membership and financial literacy support effective oversight .
- Board leadership structure places Independent Directors in key roles (Lead Independent Director; Independent Directors chair all committees) and includes regular executive sessions .
- Clear, conservative Director fee structure; modest GCV-level fees with transparent committee compensation schedule .
-
Potential Risks/RED FLAGS:
- Multiple external directorships across Gabelli-affiliated funds may create perceived interlocks or related-party exposure; these entities may be under common control with the Fund’s Adviser, potentially affecting perceived independence .
- Shareholder engagement signal: no Directors attended the 2024 annual shareholder meeting, which may be viewed negatively by some investors focused on engagement .
- Ownership alignment: Birch’s beneficial GCV holdings are small relative to shares outstanding (~0.041%), though this is common for closed‑end fund directors; no Director stock ownership guidelines disclosed in the proxy .
-
Overall implication for board effectiveness:
- Birch brings relevant financial, operational, and risk expertise, and his Audit Committee role supports oversight quality. However, his extensive roles within Gabelli-related vehicles warrant monitoring for potential conflicts/interlocks, and the limited shareholder-meeting attendance could be improved to bolster investor confidence .