James P. Conn
About James P. Conn
Lead Independent Director of The Gabelli Multimedia Trust Inc. (GGT) since 1994; year of birth 1938; Bachelor’s in Business Administration from Santa Clara University; former senior business executive at Transamerica Corp., including service as Chief Investment Officer . He is one of two directors elected solely by holders of GGT’s preferred stock; his current term runs until the 2027 annual meeting and he is not up for election in 2025 . The Board has formally designated him Lead Independent Director with responsibility for presiding over executive sessions and liaising among service providers, officers, counsel, and directors between meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial Security Assurance Holdings, Ltd. | Managing Director and Chief Investment Officer | 1992–1998 | Senior investment leadership |
| Transamerica Corp. | Senior business executive, including Chief Investment Officer | Not disclosed | Long-tenured investment leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships (past 5 years) | — | — | None disclosed in the past five years outside the Gabelli fund complex . |
| “Several public companies in banking and other industries” (historical) | Director; lead director and/or committee chair | Not disclosed | Biography indicates prior public company board service, but without specific names/dates . |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent Director; Board notes 10 of 12 directors are independent (excludes Messrs. Gabelli and Marangi) . |
| Lead Independent Director | Designated LID; presides over executive sessions; serves as liaison between meetings; helps with agendas . |
| Committee memberships | Member of the Fund’s ad hoc Proxy Voting Committee and ad hoc Pricing Committee . |
| Committee chair roles | None disclosed for Conn; Audit Chair: John Birch (also Audit Committee Financial Expert); Nominating Chair: Frank J. Fahrenkopf, Jr. . |
| Election class and term | Director elected solely by holders of Preferred Stock; term expires at 2027 annual meeting; not standing for election in 2025 . |
| Meeting cadence (2024) | Board met 4 times in FY 2024; each director attended at least 75% of Board and applicable committee meetings . Audit Committee met 2 times; Nominating Committee met 2 times . |
| Annual meeting attendance | The Fund does not expect directors to attend the annual meeting; no director/nominee attended the May 13, 2024 annual meeting . |
| Portfolios overseen in Fund Complex | 23 . |
Fixed Compensation
| Component | Terms | FY 2024 Amount (Conn) |
|---|---|---|
| Annual retainer (Independent Directors) | $6,000 cash | Included in total |
| Board meeting fees | $500 per Board meeting attended | Included in total |
| Committee meeting fees | $1,000 per committee meeting attended | Included in total |
| Lead Independent Director fee | $2,000 annual fee | Included in total |
| Aggregate compensation from GGT (FY 2024) | Cash compensation from the Fund | $10,500 |
| Aggregate compensation from Fund Complex (FY 2024) | Across 23 investment companies/portfolios | $288,500 |
Notes:
- Aggregate remuneration paid by the Fund to all independent directors in FY 2024: $93,791 .
- A director may receive a single meeting fee allocated among multiple funds for multi-fund meetings, which can affect per-fund totals .
Performance Compensation
| Component | 2024 Status | Terms/Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed | Proxy describes cash retainers/meeting fees; no director equity awards disclosed . |
| Option awards | None disclosed | No options/strike/vesting disclosed for directors . |
| Performance metrics (TSR, revenue, EBITDA, ESG) | None disclosed | No performance-based director pay disclosed . |
| Clawback / change-in-control / severance | Not disclosed | No director-specific severance/COC provisions disclosed in proxy . |
Other Directorships & Interlocks
| Relationship | Detail | Governance Signal |
|---|---|---|
| PMV Consumer Acquisition Corp. | Conn holds de minimis PMV warrants valued at $3 as of 12/31/2024 . | Minimal economic interest; low conflict risk given size . |
| PMV board overlaps | Two GGT directors (Susan Watson Laughlin and Daniel E. Zucchi) are directors of PMV; disclosed in their bios . | Potential information flow interlock across entities; monitor for related-party considerations if transactions arise . |
| Adviser/affiliates interests | Table discloses independent directors’ interests in entities deemed under common control with Adviser; Conn only shows the PMV warrants . | Transparency on cross-entity interests; Conn’s exposure de minimis . |
Expertise & Qualifications
- Former Managing Director and CIO at Financial Security Assurance Holdings (1992–1998) .
- Senior business executive at Transamerica Corp., including CIO responsibilities .
- Prior experience as director, lead director, and committee chair at several public companies (unspecified) .
- Bachelor’s in Business Administration, Santa Clara University .
Equity Ownership
| Measure | Value | As-of |
|---|---|---|
| Common shares beneficially owned (GGT) | 4,188 shares; less than 1% of outstanding | 12/31/2024 |
| Dollar range of equity in GGT | Category C: $10,001–$50,000 | 12/31/2024 |
| Dollar range across Family/Fund Complex | Category E: Over $100,000 | 12/31/2024 |
| Preferred stock ownership | None disclosed for Conn | 12/31/2024 |
Governance Assessment
-
Strengths
- Long-tenured independent presence and Lead Independent Director role enable agenda-setting and independence of oversight; explicit LID duties are defined and implemented .
- Attendance: met the “at least 75%” threshold; Board and committees maintained regular cadence in 2024 (Board 4x; Audit 2x; Nominating 2x) .
- Compensation structure is modest and cash-based, limiting pay-for-performance distortion risk for an independent director; LID fee clearly disclosed .
-
Monitoring items
- Annual meeting attendance: the Fund does not expect directors to attend, and none attended the 2024 annual meeting—can be perceived as limited direct shareholder engagement for some investors .
- Interlocks: two fellow GGT directors sit on the PMV board while Conn holds de minimis PMV warrants; low dollar exposure, but maintain surveillance for any related-party transactions or conflicts .
- Preferred-stockholder election: Conn is elected solely by preferred holders, which may tilt accountability to that class; however, structure is standard for the Fund’s charter .
-
Independence and conflicts
- Conn is independent; most board seats are independent (10/12), and he is not a member of the Audit or Nominating Committees, focusing instead on ad hoc Proxy Voting and Pricing workstreams .
- No loans, related-party transactions, or pledging disclosed for Conn; beneficial ownership is modest and within disclosed ranges .
Appendix: Key Disclosures (for reference)
- Biography and committee memberships (ad hoc Proxy Voting, ad hoc Pricing); Lead Independent Director designation and responsibilities .
- Election by preferred stockholders and term through 2027 .
- Compensation schedule (retainers/fees) and Conn’s FY 2024 compensation ($10,500 Fund; $288,500 Fund Complex across 23 portfolios) .
- Attendance thresholds and meeting counts (Board 4x; Audit 2x; Nominating 2x) .
- Beneficial ownership: 4,188 common shares; less than 1%; dollar ranges (C for Fund, E for Family) .
- PMV interlocks: Conn’s de minimis warrants ($3); fellow directors (Laughlin, Zucchi) serve as PMV directors .