James P. Conn
About James P. Conn
James P. Conn (born 1938) is Lead Independent Trustee of the Gabelli Global Small and Mid Cap Value Trust (GGZ), Chair of the Nominating Committee, and a member of the ad hoc Proxy Voting and ad hoc Pricing Committees. He has served on GGZ’s Board since 2013 and oversees 23 portfolios across the Gabelli Fund Complex. Conn holds a Bachelor’s degree in Business Administration from Santa Clara University and previously served as a senior business executive at Transamerica Corp., including Chief Investment Officer, and as Managing Director and Chief Investment Officer 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 | Led investment function; executive leadership |
| Transamerica Corp. | Senior business executive; including Chief Investment Officer | Not disclosed | Insurance holding company CIO; capital allocation expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public companies (banking and other industries) | Director; Lead Director; Committee Chair | Historical (not specified) | Multiple directorships noted without current listings |
| Other directorships (past 5 years, excluding funds advised by Gabelli) | — | — | None disclosed in proxy |
Board Governance
- Roles: Lead Independent Trustee; Chair, Nominating Committee; member, ad hoc Proxy Voting and ad hoc Pricing Committees .
- Independence: Nominating Committee members (including Conn as Chair) are Independent Trustees under NYSE guidelines .
- Attendance: Board met 4 times in FY2024; each Trustee attended at least 75% of Board and relevant committee meetings. In FY2023, Board met 4 times; each Trustee attended at least 75%; Nominating Committee met once; Audit Committee met twice .
- Annual Meeting: The Fund does not expect Trustees to attend the Annual Meeting; no Trustee or nominee attended the May 13, 2024 meeting .
- Oversight scope: Conn oversees 23 portfolios in the Fund Complex .
Committee Assignments
| Committee | Membership | Chair | FY2023 Meetings |
|---|---|---|---|
| Nominating | Conn, Colavita, Zizza | Conn | 1 |
| Audit | Birch (Chair), Fahrenkopf, Zizza | — | 2 |
| ad hoc Proxy Voting | Conn (member) | — | Not disclosed |
| ad hoc Pricing | Conn (member) | — | Not disclosed |
Fixed Compensation
GGZ Trustee fee schedule (Fund-level):
| Fee Component | FY2023 Amount | FY2024 Amount |
|---|---|---|
| Annual retainer (Independent Trustee) | $3,000 | $3,000 |
| Board meeting fee (per meeting attended) | $1,000 | $1,000 |
| Committee membership fee (per meeting attended) | $500 | $500 |
| Audit Committee Chair annual fee | $2,000 | $2,000 |
| Nominating Committee Chair annual fee | $1,000 | $1,000 |
| Lead Independent Trustee annual fee | $1,000 | $1,000 |
Actual compensation (FY2024):
| Metric | FY2024 Value |
|---|---|
| Aggregate Compensation from GGZ (Fund) | $9,000 |
| Aggregate Compensation from Fund Complex | $288,500 |
| Portfolios overseen | 23 |
Notes:
- Aggregate Fund-level remuneration paid to Independent Trustees (all) totaled $56,000 in FY2024; $63,497 in FY2023 .
Performance Compensation
| Performance-Linked Element | FY2023 | FY2024 |
|---|---|---|
| Bonus tied to metrics (Revenue, EBITDA, TSR, ESG) | None disclosed | None disclosed |
| Stock awards (RSUs/PSUs) | None disclosed | None disclosed |
| Options (strike/expiration/vesting) | None disclosed | None disclosed |
| Clawback, severance, change-of-control provisions | Not applicable to Trustees; none disclosed | Not applicable to Trustees; none disclosed |
Other Directorships & Interlocks
Related interests in Adviser-controlled affiliates:
| Company | Security | FY2023 Value | FY2024 Value | % of Class |
|---|---|---|---|---|
| PMV Consumer Acquisitions Corp. | Warrants | $2 | $3 | <1% (each year) |
Other directorships held by Trustee (past five years, excluding funds advised by Gabelli):
| Company | Role | Status |
|---|---|---|
| — | — | None disclosed |
Expertise & Qualifications
- Capital markets and investment leadership: Former CIO roles at Transamerica and FSA Holdings support risk oversight and portfolio understanding .
- Governance leadership: Lead Independent Trustee and Nominating Committee Chair experience across the Fund Complex .
- Education: B.S. in Business Administration, Santa Clara University .
Equity Ownership
Dollar range of beneficial ownership:
| Metric | FY2023 | FY2024 |
|---|---|---|
| GGZ Fund holdings (dollar range) | C ($10,001–$50,000) | C ($10,001–$50,000) |
| Family of Investment Companies holdings (aggregate dollar range) | E (Over $100,000) | E (Over $100,000) |
Notes:
- Valuation dates: December 31 of the respective fiscal year .
- “Beneficial Ownership” per Rule 16a-1(a)(2) .
- No pledging or hedging disclosures for Conn found .
Governance Assessment
- Strengths: Independent leadership (Lead Independent Trustee), Nominating Chair, deep investment background, and consistent committee service across the complex—supports board effectiveness and risk oversight . Ownership in GGZ (range C) and substantial family-of-funds exposure (range E) indicate skin-in-the-game across the complex .
- Engagement: Board met four times in FY2024 and FY2023, with at least 75% attendance; Nominating Committee met once (FY2023). However, trustees do not attend the Annual Meeting by policy and none attended May 13, 2024—some investors may view this as limited shareholder-facing engagement .
- Compensation signals: Fund-level fees are fixed cash (retainer, per-meeting, chair stipends) without equity or performance pay—alignment relies on personal holdings and reputation rather than pay-for-performance levers . Aggregate Fund Complex compensation ($288,500 in FY2024) reflects significant cross-fund responsibilities; dependence on the complex could be perceived as a potential independence pressure point, albeit common for fund-family trustees .
- Potential conflicts: De minimis warrants in PMV Consumer Acquisitions Corp. (affiliated with Adviser control) (<1% of class; $2–$3 reported) represent technical related interests but immaterial in size; disclosed transparently .
- Bottom line: Conn’s governance profile shows strong independence roles, investment acumen, and broad fund oversight. Key watch items include complex-level compensation reliance and the board’s Annual Meeting attendance policy, which may affect investor perceptions of engagement .