James P. Conn
About James P. Conn
James P. Conn (born 1938) is GNT’s Lead Independent Trustee, serving since the Fund’s 2008 organizational meeting. He holds a Bachelor’s degree in Business Administration from Santa Clara University, and previously served as Chief Investment Officer at Transamerica Corp. and as Managing Director and Chief Investment Officer at Financial Security Assurance Holdings, Ltd. (1992–1998), bringing deep investment oversight and risk management experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial Security Assurance Holdings, Ltd. | Managing Director & Chief Investment Officer | 1992–1998 | Oversight of investment risk and portfolio management (experience cited in proxy) |
| Transamerica Corp. | Senior business executive; Chief Investment Officer | Not disclosed | Led investment function; served as director/lead director and committee chair at several public companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other directorships (past five years) | None disclosed | — | “Other Directorships” field shows “—” for Conn |
| Several public companies (banking and other industries) | Director; lead director; committee chair | Not disclosed | General biographical disclosure (no specific companies named) |
Board Governance
- Lead Independent Trustee; presides over executive sessions, liaises with service providers, officers, counsel, and Trustees; involved in agenda planning. Designation does not impose obligations beyond those of other Trustees .
- Committee assignments: member of the ad hoc Proxy Voting Committee and ad hoc Pricing Committee; serves on comparable committees across other funds in the complex .
- Independence: Conn is classified as an Independent Trustee under the 1940 Act; all Trustees other than Ms. Mullady are Independent .
- Attendance and engagement: Board met four times in fiscal 2024 and four times in fiscal 2023; each Trustee attended at least 75% of Board meetings and committees on which they served .
- Shareholder meeting attendance: The Fund does not expect Trustees to attend the annual meeting; no Trustees or nominees attended the May 13, 2024 annual meeting .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 4 | 4 |
| Conn’s Board/committee attendance | ≥75% | ≥75% |
| Trustee attendance at annual shareholder meeting | None attended (May 22, 2023 meeting) | None attended (May 13, 2024 meeting) |
Fixed Compensation
| Component | Amount |
|---|---|
| Annual retainer (Independent & Interested Trustees) | $3,000 |
| Board meeting fee (per meeting) | $1,000 |
| Committee meeting fee (per meeting) | $500 |
| Audit Committee Chair annual fee | $3,000 |
| Nominating Committee Chair annual fee | $2,000 |
| Lead Independent Trustee annual fee | $2,000 |
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Conn: Aggregate compensation from GNT | $9,000 | $9,000 |
| Conn: Aggregate compensation from Fund Complex (No. of funds/portfolios) | $281,021 (23) | $288,500 (23) |
| Total remuneration paid by GNT to Trustees (aggregate) | $80,872 | $74,000 |
Performance Compensation
- No equity awards, stock options, RSUs/PSUs, or performance-based bonuses are disclosed for directors; director pay is structured as cash retainers and meeting fees per the fee schedule and compensation tables .
- No performance metrics (e.g., TSR, revenue growth, EBITDA) are tied to director compensation in the proxy disclosure .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (past five years) | None disclosed for Conn |
| Broader experience | Has been a director of several public companies (banking and other industries), including lead director/committee chair roles (not specified) |
| Cross-fund roles | Serves on comparable committees across other funds in the Gabelli Fund Complex; oversees 23 portfolios in the complex |
Expertise & Qualifications
- Investment management: Former CIO roles (Transamerica; FSA Holdings) signal deep capital markets and risk oversight expertise .
- Board leadership: Lead Independent Trustee for GNT with executive session leadership and agenda input .
- Education: Bachelor’s in Business Administration, Santa Clara University .
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Shares beneficially owned (Conn) | 1,000 Common Shares | 1,000 Common Shares |
| Percent of shares outstanding | <1% | <1% |
| Dollar range of equity securities held in GNT | B ($1–$10,000) | B ($1–$10,000) |
| Aggregate dollar range in Fund Complex | E (Over $100,000) | E (Over $100,000) |
Interests in Adviser/Affiliates (Disclosure of interests in persons potentially under common control with Adviser):
| Company | Title of Class | Value | Percent of Class |
|---|---|---|---|
| PMV Consumer Acquisitions Corp. | Warrants | $2 (Dec 31, 2023) | * (<1%) |
| PMV Consumer Acquisitions Corp. | Warrants | $3 (Dec 31, 2024) | * (<1%) |
Notes:
- No pledging, hedging, or stock ownership guideline disclosures for Trustees are provided in the proxy; compliance status not disclosed (no guidelines mentioned).
Governance Assessment
- Board effectiveness and independence: Conn is an Independent Trustee and Lead Independent Trustee, with consistent attendance (≥75%) and leadership in executive sessions and liaison roles—supports oversight quality .
- Committee coverage: Active on ad hoc Proxy Voting and Pricing committees, which address beneficial ownership votes and securities offerings/pricing—relevant to key governance processes for a closed-end fund .
- Ownership alignment: Direct GNT holdings are modest (1,000 shares; dollar range B), while he holds an aggregate E-level across the Fund Complex; limited direct “skin-in-the-game” at GNT may temper alignment, but independence is affirmed by 1940 Act criteria .
- Compensation structure: Purely cash-based retainers/meeting fees with no equity or performance linkage—common for fund trustees, but offers limited performance tie-in; total complex-wide compensation indicates substantial time commitments across multiple funds (23 overseen) .
- Conflicts/related party exposure: The only disclosed affiliate interest for Conn is de minimis (PMV warrants $2–$3; <1% of class), and the proxy notes Independent Trustees had no interests in the Adviser or its control persons as of Dec 31, 2024—low conflict signal .
- Engagement signal: Trustees did not attend the annual shareholder meeting in 2024 (and 2023), consistent with the Fund not expecting attendance; while not a violation, some investors may prefer visible shareholder engagement .
RED FLAGS: None explicit for Conn; no related-party transactions, no SEC actions, no pledging/hedging disclosed. Considerations include long tenure (since 2008) and limited direct GNT share ownership, which some governance frameworks monitor for board refreshment and alignment .
Additional Reference Disclosures
- Section 16 compliance: The Fund believes required filers complied in 2024, except one late Form 4 by Mr. Gabelli (not related to Conn) .
- Audit/Nominating governance: Audit Committee met twice in FY 2024; Nominating Committee met once; charters are available at www.gabelli.com .
- Voting/shareholder rights: Detailed control share acquisition provisions under Delaware Statutory Trust Act; Board has exempted preferred share acquisitions; Common share control thresholds require two-thirds shareholder approval for voting rights of “control shares” .