Colin J. Kilrain
About Colin J. Kilrain
Vice Admiral Colin J. Kilrain, USN (ret.) (born 1958) is an Independent Trustee of The GDL Fund, appointed February 13, 2025; he previously served as Assistant to the Chairman of the Joint Chiefs of Staff (2021–2023) and Senior Military Advisor to the Director of the CIA (2019–2021), with prior command roles at NATO Special Operations Headquarters, Special Operations Command Pacific, and Naval Special Warfare Group Two. He holds an M.S. in National Resources Strategy and Management from the National Defense University’s Industrial College of the Armed Forces and oversees two portfolios within the Gabelli Fund Complex .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the Chairman, Joint Chiefs of Staff | Assistant to the Chairman | 2021–2023 | Senior advisory role at the apex of U.S. military decision-making |
| Central Intelligence Agency | Senior Military Advisor to the Director | 2019–2021 | Advised CIA leadership on military-intelligence integration |
| NATO Special Operations Headquarters | Commander | — | Led multinational SOF coordination; dates not specified |
| U.S. Special Operations Command Pacific | Commander | — | Commanded theater SOF; dates not specified |
| Naval Special Warfare Group Two | Commander | — | Led East Coast SEAL teams; dates not specified |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed . |
Board Governance
- Independence: Listed among Independent Trustees; not an “interested person” under the 1940 Act .
- Committee assignments: Not disclosed for Kilrain. Current committee compositions are Audit (Melarkey–Chair, Colavita, Zizza) and Nominating (Colavita–Chair, Zizza); ad hoc Proxy Voting and ad hoc Pricing committees operate as needed .
- Lead Independent Trustee: James P. Conn .
- Meeting cadence and attendance: The Board met four times in FY2024; each then-serving Trustee attended ≥75% of Board and committee meetings. Trustees and nominees did not attend the May 13, 2024 shareholder meeting; the Fund does not expect Trustees/nominees to attend shareholder meetings .
- Tenure: Appointed February 13, 2025; current term runs to the 2026 Annual Meeting .
Fixed Compensation
| Component | Amount | Conditions |
|---|---|---|
| Annual retainer (Independent/eligible Trustees) | $9,000 | Paid by the Fund |
| Board meeting fee | $2,000 per meeting | Paid per Board meeting attended |
| Committee meeting fee | $1,000 per meeting | Paid to all committee members per meeting |
| Audit Committee Chair fee | $3,000 annually | Additional to meeting fees |
| Nominating Committee Chair fee | $2,000 annually | Additional to meeting fees |
| Lead Independent Trustee fee | $2,000 annually | Additional to meeting fees |
Compensation received in FY2024 (pre-appointment):
| Metric | FY2024 Amount |
|---|---|
| Aggregate compensation from The GDL Fund | $0 (appointed in 2025) |
| Aggregate compensation from Fund Complex | $0 (2 portfolios overseen) |
Performance Compensation
| Element | Details |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed for Trustees |
| Options | None disclosed for Trustees |
| Performance metrics (TSR, revenue, EBITDA, ESG) | None disclosed/applicable for Trustees |
| Clawbacks/COC provisions | Not disclosed for Trustees |
Other Directorships & Interlocks
| Type | Entity | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Public company | — | — | None disclosed . |
| Fund complex/affiliates interests | — | — | No interests disclosed for Kilrain in Adviser-controlled entities; contrast: some other Independent Trustees have limited partner/warrant interests; Kilrain not listed . |
Expertise & Qualifications
- Senior national security leadership, joint/coalition operations, intelligence-military integration; strategic resource management (M.S. National Resources Strategy) .
- Governance relevance: risk oversight, crisis management, disciplined operational rigor applicable to valuation/compliance risk reviews on a closed-end fund board .
Equity Ownership
| Holder | Security | Amount | % of Class | Dollar Range Category | Valuation Date |
|---|---|---|---|---|---|
| Colin J. Kilrain | Common Shares | 0 | <1% | A. None | Dec 31, 2024 |
| Colin J. Kilrain | Preferred Shares | 0 | <1% | A. None | Dec 31, 2024 |
Note: “Dollar Range” A = None; ranges are as reported for Trustees’ beneficial ownership across the Fund and Fund Complex .
Governance Assessment
- Board effectiveness: Kilrain adds high-level risk and strategic oversight capabilities; however, as a new appointee with no disclosed committee assignments yet, near-term influence on audit/nomination processes appears limited .
- Independence and conflicts: Classified as Independent; no disclosed related-party interests or Adviser-controlled entity stakes—clean profile relative to potential interlocks seen with some other Trustees .
- Attendance and engagement: FY2024 attendance standard (≥75%) applies to then-serving Trustees; no data yet for Kilrain. The Fund does not expect Trustees to attend shareholder meetings; none attended in 2024—a customary practice for closed-end funds but limits direct investor interaction .
- Compensation alignment: Cash-only retainer/meeting fees; no equity or performance-based pay—limits pay-for-performance alignment but reduces incentive for short-termism. Actual FY2024 comp $0 due to 2025 start; future comp will track attendance and committee work .
- Ownership alignment: 0 shares owned and “None” dollar range—alignment to shareholders is weak on “skin in the game,” a potential yellow flag; however, many fund Trustees maintain low/no holdings for independence considerations .
- RED FLAGS: None specific to Kilrain disclosed (no related-party transactions, pledging/hedging, legal proceedings). Broader governance context includes Delaware control share statute adoption, which can affect voting dynamics and market demand for common shares; this is fund-wide, not director-specific, but relevant to investor confidence .