Thomas H. Dinsmore
About Thomas H. Dinsmore
Thomas H. Dinsmore, CFA (born 1953), has served on GCV’s Board since 2015 and is nominated to continue serving through the 2028 Annual Meeting. He is classified as an “interested person” of the Fund due to his affiliation with the Adviser, not an independent director. His background includes decades of portfolio management in convertible securities and leadership roles in the closed‑end fund industry; education includes a BA in Economics from Wharton and an MA in Economics from Fairleigh Dickinson University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gabelli Funds LLC (Fund Complex) | Portfolio Manager of other funds (Bancroft Fund Ltd., Ellsworth Growth and Income Fund Ltd., Gabelli Convertible Securities SICAV, Teton Convertible Securities Fund) | 1996–2023 (various funds); Portfolio Manager noted 2015–2023 | Long‑tenured PM in convertibles; co‑founder of Ellsworth Growth & Income Fund |
| Dinsmore Capital Management | Chairman & Chief Executive Officer | 1996–2015 | Led investment firm; convertible strategies focus |
| Closed‑End Fund Association | Executive Committee member; former President | Through 2016; former President (dates not specified) | Industry leadership/advocacy in closed‑end funds |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards (past 5 years, excluding Gabelli‑managed funds) | None disclosed | — | Proxy lists no other directorships for Dinsmore |
| Industry association | Executive Committee member; former President, Closed‑End Fund Association | Through 2016 | External industry role (not a corporate directorship) |
Board Governance
- Board tenure and class: Director since 2015; standing for election to serve until the 2028 Annual Meeting .
- Independence: Classified as “interested person” of the Fund due to affiliation with the Adviser; not independent .
- Committee assignments: Audit Committee members are Enright (Chair), Birch, and Zizza (all independent); Nominating Committee members are Colavita (Chair), Zizza, and Roeder (all independent). Independent directors chair all board committees. Dinsmore is not listed on these committees .
- Attendance: Board held four regular quarterly meetings in FY ended Sept 30, 2024; each director then serving attended at least 75% of board and applicable committee meetings. No director or nominee attended the annual stockholders’ meeting on May 13, 2024 (the Fund does not expect directors to attend) .
- Lead Independent Director: Anthonie C. van Ekris .
Fixed Compensation
Director fee schedule (policy):
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual retainer (Independent and certain Interested Directors) | $3,000 | Per director |
| Board meeting fee | $750 per meeting attended | Per director |
| Committee meeting fee | $500 per meeting attended | For all committee members |
| Audit Committee Chair fee | $3,000 annually | Enright (Chair) |
| Nominating Committee Chair fee | $2,000 annually | Colavita (Chair) |
| Lead Independent Director fee | $1,000 annually | van Ekris |
| Aggregate remuneration paid by Fund (FY2024) | $78,396 | All directors, excluding expenses |
Dinsmore – actual compensation:
| Fiscal/Calendar | Aggregate Compensation from GCV | Aggregate Compensation from Fund Complex |
|---|---|---|
| FY ended Sept 30, 2024 (Fund) | $0 | — |
| CY ended Dec 31, 2024 (Fund Complex) | — | $0 |
Performance Compensation
| Item | Details |
|---|---|
| Incentive/Performance awards (RSUs/PSUs/options) | Not disclosed for Dinsmore in the proxy’s compensation table; no performance metrics tied to director pay are presented . |
| Clawbacks / change‑in‑control / severance | Not disclosed for directors . |
Other Directorships & Interlocks
| Company/Entity | Role | Board Committees | Notes |
|---|---|---|---|
| Other public companies (past 5 years) | None | — | Proxy shows “—” for Dinsmore |
| Gabelli Fund Complex portfolios overseen | 1 | — | Number of portfolios overseen by Dinsmore |
Expertise & Qualifications
- Credentials: CFA charterholder; BA in Economics (Wharton), MA in Economics (Fairleigh Dickinson) .
- Domain expertise: Convertible securities portfolio management; closed‑end fund governance and industry participation .
- Board qualification narrative: The Board highlights directors’ ability to exercise independent business judgment, engage with service providers, and oversee audits and compliance processes; Dinsmore’s experience contributes to oversight capacity .
Equity Ownership
| As of Dec 31, 2024 | Dollar Range of Equity Securities in GCV | Aggregate Dollar Range in Fund Complex |
|---|---|---|
| Thomas H. Dinsmore | E (Over $100,000) | E (Over $100,000) |
- Pledging/hedging: Not disclosed .
- Ownership guidelines and compliance: Not disclosed .
Governance Assessment
- Strengths:
- Deep sector/convertible expertise and industry leadership (Closed‑End Fund Association), valuable for fund strategy oversight .
- Material personal investment in GCV and Fund Complex (>$100k), supporting alignment with stockholders .
- Constraints/risks and potential conflicts:
- Not independent; classified as an “interested person” due to affiliation with the Adviser, which introduces potential conflicts of interest in oversight of the Adviser and fee structures .
- Not a member of Audit or Nominating Committees; independent directors chair all committees, limiting Dinsmore’s direct role in key governance controls (mitigates, but also reduces direct accountability) .
- No director (including Dinsmore) attended the May 13, 2024 annual meeting; while the Fund does not expect director attendance, absence may read negatively to some investors assessing engagement optics .
- Attendance/engagement signal: Board met four times in FY2024 with ≥75% attendance for all directors (meets baseline governance expectations) .
- Compensation alignment: Dinsmore received $0 from the Fund and $0 from the Fund Complex in 2024; absence of cash fees suggests compensation may occur via affiliated roles, reinforcing “interested person” status rather than independent director alignment .
RED FLAGS:
- Non‑independence (interested person) due to Adviser affiliation .
- No annual meeting attendance by any director in 2024 (optics) .