James Conn
About James P. Conn
James P. Conn (born 1938) is the Lead Independent Trustee of The Gabelli Dividend & Income Trust (GDV), serving since the Fund’s 2003 organizational meeting; he is currently a member of the ad hoc Proxy Voting Committee and ad hoc Pricing Committee . He previously served as a senior business executive at Transamerica Corp., including Chief Investment Officer, and was Managing Director and Chief Investment Officer of Financial Security Assurance Holdings, Ltd. (1992–1998); he holds a B.S. in Business Administration from Santa Clara University . As Lead Independent Trustee, he presides over executive sessions and acts as liaison among trustees and service providers between meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial Security Assurance Holdings, Ltd. | Managing Director & Chief Investment Officer | 1992–1998 | Senior investment oversight |
| Transamerica Corp. | Senior business executive; served as Chief Investment Officer | Not disclosed | Director of several public companies; lead director/chair roles (historical) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GDV Fund Complex | Independent Trustee/Director across Fund Complex | Since 2003 | Oversees 23 portfolios in Fund Complex |
| PMV Consumer Acquisition Corp. | Holder of warrants (value $3) | As of Dec 31, 2024 | Small interest; another GDV trustee (Susan Watson Laughlin) is Director at PMV, indicating a potential interlock |
| Public company boards (current) | — | — | None listed in current “Other Directorships” for Conn |
Board Governance
- Independence: Independent Trustee; Lead Independent Trustee; chairs executive sessions; independent trustees chair all committees .
- Committees: Member of ad hoc Proxy Voting Committee and ad hoc Pricing Committee; participates in multi-fund ad hoc Compensation Committee processes for certain officers across the closed-end fund complex .
- Election class and tenure: Elected solely by holders of Preferred Shares; term scheduled to expire at the 2027 Annual Meeting; not standing for election in 2025 .
- Board activity and attendance: Board met five times in FY 2024 (four regular, one special); each trustee attended at least 75% of Board and committee meetings of which they were a member .
- Shareholder meeting attendance: The Fund does not expect trustees to attend the annual meeting; no trustee or nominee attended the May 13, 2024 annual meeting .
Fixed Compensation
| Item | Amount | Period/Count | Basis |
|---|---|---|---|
| Annual retainer (Independent Trustees) | $18,000 | FY 2024 | Standard for Independent Trustees and certain Interested Trustees |
| Board meeting fee | $2,000 per meeting | 5 meetings in 2024 | Paid per Board meeting attended |
| Committee meeting fee | $1,000 per committee meeting | Not disclosed | Paid per committee meeting attended |
| Lead Independent Trustee annual fee | $2,000 | FY 2024 | Specific role-based fee |
| Aggregate compensation from GDV (Conn) | $28,000 | FY 2024 | Reported total cash from GDV |
| Aggregate compensation from Fund Complex (Conn) | $288,500 | FY 2024; 23 portfolios | Total across Fund Complex portfolios |
Note: The reported GDV aggregate ($28,000) equals the retainer plus five meeting fees. Role-based and committee fees may be allocated across multi-fund meetings or otherwise reflected at the complex level, given the Fund’s fee allocation policy .
Performance Compensation
| Component | Terms | Metrics | Status |
|---|---|---|---|
| Equity awards (RSUs/PSUs/Options) | Not disclosed for Trustees | Not disclosed | Proxy describes cash retainer/meeting fees only; no equity or performance-based awards disclosed for Trustees |
| Annual/Target bonus | Not applicable to Trustees | Not applicable | Not disclosed in director compensation section |
Other Directorships & Interlocks
| Entity | Type | Conn Role | Interlock/Notes |
|---|---|---|---|
| Public company boards (current) | Public | None listed | “Other Directorships Held by Trustee” shows “—” for Conn |
| PMV Consumer Acquisition Corp. | SPAC/Consumer | Holder of warrants ($3 value) | Another GDV trustee, Susan Watson Laughlin, is Director at PMV, indicating network overlap |
Expertise & Qualifications
- Investment leadership: Former CIO at Transamerica; CIO at Financial Security Assurance Holdings (1992–1998); broad experience overseeing investment and risk functions .
- Governance experience: Served as director of several public companies in banking and other industries; led committees/lead director roles historically .
- Education: Bachelor’s degree in Business Administration, Santa Clara University .
Equity Ownership
| Measure | GDV Fund | Fund Complex |
|---|---|---|
| Dollar range in GDV | A (None) | — |
| Aggregate dollar range across Fund Complex | — | E (Over $100,000) |
| Common Shares held (GDV) | 0 | — |
| Preferred Shares held (GDV) | Not listed for Conn | — |
| Percent of shares outstanding (GDV) | <1% (asterisk) | — |
Citations: Dollar ranges and share counts are per the proxy’s beneficial ownership tables as of December 31, 2024 .
Governance Assessment
- Strengths: Long-serving independent director with significant investment leadership; appointed Lead Independent Trustee, presiding over executive sessions and facilitating board-service-provider engagement—supports board effectiveness and oversight .
- Alignment concerns: Conn reports