John Birch
About John Birch
John Birch (born 1950) is an Independent Director of Gabelli Multimedia Trust (GGT) since 2019. He is a Partner at The Cardinal Partners Global, serves as Chairman of GGT’s Audit Committee, is a member of the ad hoc Pricing Committee, and has been designated the Fund’s Audit Committee Financial Expert; prior roles include COO/CFO/CRO of Sentinel Asset Management/Sentinel Group Funds and senior operating/administrative positions across transfer agency, fund administration, and mutual fund management. Education includes a Master of Tax from Metropolitan University College (Copenhagen) and the Program for Management Development at Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sentinel Asset Management / Sentinel Group Funds | Chief Operating Officer; Chief Financial Officer; Chief Risk Officer | 2005–2015 | Senior leadership across operations, finance, risk |
| State Street Bank (Luxembourg) | Vice President, Transfer Agency | Not disclosed | Oversight of transfer agency operations |
| American Skandia Investment Services, Inc. | Chief Operating Officer; Senior Vice President | Not disclosed | Operating leadership in investment services |
| International Fund Administration, Ltd. | Chief Operating Officer; Executive Vice President (Partner) | Not disclosed | Fund administration leadership |
| Gabelli Funds, Inc. | Chief Administrative Officer; SVP – Mutual Funds Division; Managing Director | Not disclosed | Administrative leadership within Gabelli complex |
| Kansallis banking group; Privatbanken A/S | Senior roles | Not disclosed | Financial services operating experience |
External Roles
| Organization | Role | Status/Notes | Committee Positions |
|---|---|---|---|
| GAMCO International SICAV | Director and Chairman | Current | Not disclosed |
| Gabelli Merger Plus+ Trust Plc | Director and Co-Chairman | Current | Not disclosed |
| Gabelli Associates Limited | Director | May be deemed controlled by Mario J. Gabelli/affiliates → potential common control with GGT’s adviser | |
| Gabelli Associates Limited II E | Director | May be deemed controlled by Mario J. Gabelli/affiliates → potential common control with GGT’s adviser |
Board Governance
- Independent Director under the 1940 Act; currently in the class serving until the 2027 Annual Meeting .
- Audit Committee Chair; designated Audit Committee Financial Expert; Audit Committee met two times in FY 2024 and recommended inclusion of audited financial statements in the Annual Report (Report dated February 6, 2025) .
- Member of ad hoc Pricing Committee; independent directors chair all Board committees; Lead Independent Director is James P. Conn .
- Board met four times in FY 2024; each Director then serving attended at least 75% of Board and applicable committee meetings .
- The Fund does not expect Directors to attend the annual stockholders meeting; no Director or nominee attended the May 13, 2024 meeting .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual retainer (Independent Director) | $6,000 | Paid by Fund |
| Board meeting fee | $500 per meeting | Paid per Board meeting attended |
| Committee meeting fee | $1,000 per meeting | Paid to all Board committee members per meeting |
| Audit Committee Chair fee | $3,000 (annual) | Chair premium |
| Nominating Committee Chair fee | $2,000 (annual) | Not applicable to Birch (he is not Nominating Chair) |
| Lead Independent Director fee | $2,000 (annual) | Not applicable to Birch (Lead is Conn) |
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from the Fund ($) | $8,395 | $13,500 |
| Aggregate Compensation from Fund Complex ($) | $41,668 (across 10 investment companies/portfolios) | $70,342 (across 10 investment companies/portfolios) |
Performance Compensation
| Component | Structure | FY 2024 Disclosure |
|---|---|---|
| Bonus | None disclosed | Director comp structured as fixed retainers and meeting/committee fees; no bonus elements disclosed |
| Equity-based (RSUs/PSUs/options) | None disclosed | No director equity grants or option awards disclosed in proxy |
No performance metrics (e.g., TSR, EBITDA, ESG goals), vesting schedules, severance, change-of-control, clawbacks, tax gross-ups, deferred compensation, pensions, or perquisites are disclosed for directors; director pay is cash-based via retainers/meeting/committee fees .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock / Conflict Consideration |
|---|---|---|
| GAMCO International SICAV | Director & Chairman | Same fund complex; affiliation with Gabelli ecosystem |
| Gabelli Merger Plus+ Trust Plc | Director & Co-Chairman | Same broader complex; affiliation with Gabelli ecosystem |
| Gabelli Associates Limited; Gabelli Associates Limited II E | Director | May be deemed controlled by Mario J. Gabelli and/or affiliates; therefore under common control with GGT’s Adviser → potential related-party exposure |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; Board determined Audit Committee members to be financially literate .
- Extensive fund operations/finance/risk leadership across asset management, transfer agency, fund administration, and mutual fund divisions (Sentinel, State Street Luxembourg, American Skandia, International Fund Administration, Gabelli Funds) .
- Education: Master of Tax (Metropolitan University College, Copenhagen); Program for Management Development (Harvard Business School) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership in GGT | 5,700 Common shares; less than 1% of shares outstanding (asterisk in proxy denotes <1%) |
| Dollar range of equity in GGT | Range C ($10,001 – $50,000) as of December 31, 2024 |
| Aggregate dollar range across Fund Complex | Range E (Over $100,000) |
Board/attendance context: Directors as a group held 8.0% of total Common Stock outstanding as of December 31, 2024; Birch’s individual ownership is below 1% .
Governance Assessment
- Strengths: Audit Committee Chair and designated Financial Expert status support robust financial oversight; consistent attendance (≥75%) and participation on pricing oversight provide engagement with valuation and offering processes .
- Alignment: Personal ownership of 5,700 shares and mid-range dollar exposure in GGT suggests some alignment; aggregate exposure >$100,000 across fund complex increases economic linkage to the complex overall .
- Risks/RED FLAGS: Multiple directorships in entities deemed controlled by Mario J. Gabelli/affiliates indicate potential related-party exposure and interlocks with the Adviser’s ecosystem; Independence is affirmed under the 1940 Act, but overlapping roles may present perception risks for conflict and information flow .
- Engagement optics: No attendance at the 2024 annual stockholders meeting is consistent with fund policy (directors not expected to attend) but may be viewed as limited direct stockholder interaction; Board met four times in FY 2024, Audit Committee met two times, with ≥75% attendance across Directors .
- Compensation structure: Cash-only retainers and meeting fees with chair premium; no disclosed equity grants or performance-based pay, which limits direct pay-for-performance alignment but is typical for closed-end fund director compensation .