Werner J. Roeder
About Werner J. Roeder
Werner J. Roeder, M.D. (born 1940), is an Independent Director of The Gabelli Convertible and Income Securities Fund Inc. (GCV) and has served on the Board since August 15, 2001; he is elected solely by holders of the Fund’s Preferred Stock and is nominated to serve until the 2028 Annual Meeting . He is a retired physician and former Vice President of Medical Affairs (Medical Director) at New York Presbyterian/Lawrence Hospital (1999–2014), with board certification in surgery from The American Board of Surgery and a Doctorate in Medicine from New York Medical College . As Medical Director, he was actively involved in personnel and financial matters concerning a $140 million hospital budget, indicating oversight experience relevant to fiduciary responsibilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York Presbyterian/Lawrence Hospital | Vice President of Medical Affairs (Medical Director) | 1999–2014 | Oversight of personnel and financial matters for ~$140 million budget |
| American Board of Surgery | Board-Certified Surgeon | Not disclosed | Clinical credential underpinning risk oversight and compliance literacy |
| Empire Blue Cross/Blue Shield | Consultant (prior service) | Not disclosed | Consulting capacity to a major payer, relevant to cost control and compliance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | — | — | No other public company directorships disclosed |
| Gabelli Fund Complex (other registered investment companies) | Director/Trustee (multiple funds) | Ongoing | Serves on comparable committees across the Fund Complex; oversees 20 portfolios |
Board Governance
- Board structure: GCV Board has 13 Directors; 10 are Independent under the Investment Company Act of 1940 .
- Independence: Dr. Roeder is classified as an Independent Director (not an “interested person”); elected solely by Preferred Stockholders .
- Committee memberships: Nominating Committee member; ad hoc Proxy Voting Committee member; member of both multi-fund ad hoc Compensation Committees .
- Committee chairs and leadership: Nominating Committee Chair is Anthony S. Colavita; Audit Committee Chair is Vincent D. Enright; Lead Independent Director is Anthonie C. van Ekris .
- Attendance: FY ended Sept 30, 2024—Board met 4 times; each Director attended at least 75% of Board and applicable committee meetings. Audit Committee met 2 times; Nominating Committee met 2 times .
- Annual meeting engagement: The Fund does not expect Directors or nominees to attend; no Directors or nominees attended the May 13, 2024 annual meeting .
Fixed Compensation
| Component | Amount/Structure | Source |
|---|---|---|
| Annual retainer (Independent and certain Interested Directors) | $3,000 per year | |
| Board meeting fee | $750 per meeting | |
| Committee meeting fee | $500 per meeting | |
| Audit Committee Chair fee | $3,000 per year | |
| Nominating Committee Chair fee | $2,000 per year | |
| Lead Independent Director fee | $1,000 per year | |
| Aggregate remuneration paid by the Fund to Directors (FY ended 9/30/2024) | $78,396 (excluding out-of-pocket expenses) | |
| Roeder—Aggregate compensation from GCV (FY ended 9/30/2024) | $4,500 | |
| Roeder—Aggregate compensation from Fund Complex (CY 2024) | $163,320 (across 20 funds/portfolios) |
Performance Compensation
| Performance-Linked Element | Detail | Disclosed Metrics |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None disclosed for Directors | None disclosed |
| Bonus/at-risk pay | Not applicable to non-executive Directors | None disclosed |
| Compensation metrics (TSR, revenue, EBITDA, ESG) | Not disclosed for Directors | None disclosed |
No director performance metrics, option awards, vesting schedules, severance, CoC, clawbacks, or tax gross-ups are disclosed for Directors of the Fund .
Other Directorships & Interlocks
| Category | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | None disclosed outside funds |
| Fund Complex | Multiple registered funds | Director/Committee member | Serves on comparable committees across other funds in the complex; oversees 20 portfolios |
Expertise & Qualifications
- 45+ years of medical practice; former hospital Medical Director with hands-on oversight of personnel and finance at ~$140 million budget scale .
- Board-certified surgeon; Doctorate in Medicine from New York Medical College .
- Committee experience across Nominating, Proxy Voting, and multi-fund Compensation groups, indicating governance process familiarity within a regulated fund complex .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned (Common) | 105,001 shares | <1% of shares outstanding (asterisk indicates <1%) |
| Dollar range of equity securities in GCV | Range “E” (Over $100,000) | As of Dec 31, 2024 |
| Aggregate dollar range in Fund Complex | Range “E” (Over $100,000) | As of Dec 31, 2024 |
| Section 16 filings compliance | Fund states required persons complied in FY ended 9/30/2024 | Based on Forms 3/4 reviewed |
Governance Assessment
- Independence and election mechanics: Roeder is an Independent Director elected by Preferred Stockholders, which can create differentiated accountability relative to Common holders but remains within the Fund’s charter and 1940 Act framework .
- Committee engagement: Active on Nominating, ad hoc Proxy Voting, and multi-fund ad hoc Compensation Committees—roles aligned with director-level governance oversight rather than operational management .
- Attendance: Meets minimum engagement standard (≥75% across Board/committee meetings in FY 2024); committee activity documented (Audit met 2x; Nominating met 2x) .
- Ownership alignment: Holds 105,001 GCV shares and reports “E” dollar range (> $100,000) in GCV and across the Fund Complex, supporting “skin-in-the-game” alignment for a fund director .
- Compensation: Director compensation is modest and cash-based (retainer/meeting/committee fees) with no equity or performance pay disclosed—standard for closed-end fund governance and minimizes pay-for-performance distortions at the director level .
- Conflicts/related-party exposure: No related-party transactions or affiliate interests disclosed specific to Roeder; other directors disclosed certain interests, but none attributed to him in this proxy .
- Shareholder engagement signal: No Directors or nominees attended the 2024 annual meeting; the Fund does not expect attendance—an investor-relations consideration for perceived engagement but consistent with disclosed policy .
RED FLAGS
- No attendance at 2024 annual meeting (by any Director/nominee); policy-driven but may be viewed as limited direct shareholder engagement .
- Separate-class election by Preferred holders could be scrutinized for alignment with Common holders’ perspectives in contested scenarios (structural fact, not indicating misconduct) .
Additional notes: The Board’s leadership and oversight framework is documented (Lead Independent Director; committee charters). Nominating and Audit Charters and meeting frequencies are disclosed; no delinquent Section 16 filings reported for FY 2024 .