James P. Conn
About James P. Conn
James P. Conn (born 1938) is the Fund’s Lead Independent Trustee, elected solely by the holders of the Fund’s Preferred Shares, with a current term running until the 2026 Annual Meeting of Shareholders. He serves on the Fund’s ad hoc Proxy Voting and ad hoc Pricing Committees and presides over executive sessions of the Trustees, acting between meetings as a liaison with service providers, officers, counsel, and other Trustees. Mr. Conn holds a B.S. in Business Administration from Santa Clara University and previously served as Chief Investment Officer at Transamerica Corp. and as Managing Director and CIO of Financial Security Assurance Holdings, Ltd. (1992–1998) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial Security Assurance Holdings, Ltd. | Managing Director & Chief Investment Officer | 1992–1998 | Senior leadership in risk management and investment oversight |
| Transamerica Corp. (insurance holding company) | Senior Business Executive, incl. Chief Investment Officer | Not disclosed | Led investment function; subsequent experience as director and committee chair at public companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various public companies (banking and other industries) | Director; Lead director and/or committee chair | Not disclosed | General disclosure of multiple public company directorships; specific names not listed |
Board Governance
- Lead Independent Trustee; presides over executive sessions; liaison role between meetings; Board has no Chairman .
- Committee memberships: ad hoc Proxy Voting Committee (member) and ad hoc Pricing Committee (member) .
- Elected solely by Preferred Shareholders; term expires at 2026 Annual Meeting; not standing for election in 2025 .
- Independence: Classified as an Independent Trustee; Independent Trustees chair all committees and meet regularly in executive session .
- Board meeting cadence and attendance:
- 2024: four regular Board meetings; each Trustee attended at least 75% of Board and applicable committee meetings .
- 2023: five meetings (four regular + one special); each Trustee attended at least 75% .
- Shareholder meeting engagement: The Fund does not expect Trustees to attend; no Trustee or nominee attended the 2024 or 2023 annual meetings .
Fixed Compensation
| Fee Component | Amount | Basis |
|---|---|---|
| Annual retainer (Independent Trustees) | $9,000 | Cash |
| Board meeting fee | $2,000 per meeting | Cash |
| Committee meeting fee | $1,000 per meeting | Cash |
| Audit Committee Chairman | $3,000 annual | Cash |
| Nominating Committee Chairman | $2,000 annual | Cash |
| Lead Independent Trustee | $2,000 annual | Cash |
| Metric | 2023 | 2024 |
|---|---|---|
| Aggregate Compensation from GDL (Conn) | $21,000 | $19,000 |
| Aggregate Compensation from Fund Complex (Conn) | $281,021 | $288,500 |
| Board Meetings Held | 5 | 4 |
| Attendance (per Trustee) | ≥75% | ≥75% |
- The 2024 GDL total of $19,000 aligns with the published fee schedule: $9,000 retainer + $2,000 × 4 Board meetings + $2,000 Lead Independent Trustee fee = $19,000, consistent with disclosed aggregate compensation for 2024 .
Performance Compensation
- No equity or performance-based director compensation disclosed; the proxy only describes cash retainers and meeting fees for Trustees and committee roles .
Other Directorships & Interlocks
| Company/Entity | Role/Interest | Details | Date/Value |
|---|---|---|---|
| Various public companies | Director; committee chair roles | Banking and other industries (names not disclosed) | Not disclosed |
| PMV Consumer Acquisitions Corp. | Warrants (beneficial interest) | Interest in entity deemed under common control with Adviser affiliates | $3 (Dec 31, 2024) ; $2 (Dec 31, 2023) |
Expertise & Qualifications
- Capital markets and insurance investment leadership: Former CIO at Transamerica Corp. and FSA; experience as public company director and committee leader .
- Governance: Lead Independent Trustee, executive session leadership, liaison responsibilities .
- Education: B.S. in Business Administration, Santa Clara University .
Equity Ownership
| Holder | Security | Amount & Nature | Percent of Class | Dollar Range in Fund | Aggregate Dollar Range in Fund Complex |
|---|---|---|---|---|---|
| James P. Conn | GDL Common Shares | 2,000 (beneficial ownership) | Less than 1% | C ($10,001–$50,000) | E (Over $100,000) |
- No pledging or hedging of Fund shares disclosed; no options or unvested equity reported for Trustees .
Governance Assessment
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Strengths:
- Independent leadership: Conn serves as Lead Independent Trustee, presiding over executive sessions and acting as liaison, supporting effective oversight without a Board Chairman .
- Committee engagement: Member of ad hoc Proxy Voting and ad hoc Pricing Committees, relevant to shareholder voting and securities offerings .
- Attendance: Meets ≥75% threshold; Board maintains regular meeting cadence and structured Audit/Nominating functions .
- Alignment: Personal ownership of 2,000 GDL common shares; Fund-level dollar range C; broader complex exposure E .
-
Potential risks / RED FLAGS to monitor:
- Annual meeting engagement: Trustees are not expected to attend shareholder meetings, and no Trustee attended in 2024 or 2023—this may be viewed as limited direct shareholder interaction .
- Interlocks: De minimis warrants in PMV Consumer Acquisitions Corp., an entity under common control with Adviser affiliates; value is trivial but represents an affiliation to track for related-party exposure .
- Preferred-share election dynamic: Conn is elected solely by Preferred Shareholders, which may create constituency alignment considerations within Board deliberations (not a conflict per se) .
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Compensation structure: Entirely cash-based via retainer, meeting fees, and a modest Lead Independent stipend; no equity or performance linkage disclosed, typical for closed-end fund governance but offers limited pay-for-performance alignment .