James P. Conn
About James P. Conn
James P. Conn is Lead Independent Trustee of Gabelli Healthcare & WellnessRx Trust (GRX), elected solely by the Fund’s Preferred Shareholders, and has served as a Trustee since 2007; he is nominated to serve through the 2028 Annual Meeting . He is a senior business executive with prior Chief Investment Officer roles at Transamerica Corp. and Financial Security Assurance Holdings, Ltd., and holds a Bachelor’s degree in Business Administration from Santa Clara University . Year of birth: 1938; Tenure on GRX Board since 2007; core credentials include CIO experience, multi-committee service across the Gabelli Fund Complex, and lead director responsibilities .
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; service as Chief Investment Officer | Not disclosed | Led investment function; director of several public companies; lead director/chair roles (general disclosure) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Other public company directorships in past five years | None listed in proxy | — | — |
Board Governance
- Structure: GRX Board has no Chairman; Conn serves as Lead Independent Trustee, presides over executive sessions, and acts as liaison with service providers, officers, counsel, and other Trustees between meetings .
- Independence: Conn is an Independent Trustee under the 1940 Act; he is elected solely by Preferred Shareholders (two trustees elected as a separate class) .
- Committees: Member—Audit; Nominating; ad hoc Proxy Voting; ad hoc Pricing . Audit Committee members (Enright—Chair, Conn, Zizza) are financially literate; Enright is the audit committee financial expert .
- Meeting cadence and attendance: Board met four times in fiscal 2024; Audit met two times; Nominating met once; each Trustee attended at least 75% of Board and committee meetings .
- Shareholder meeting attendance: No Trustees or nominees attended the May 13, 2024 annual meeting; proxies do not expect Trustees to attend the meeting .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual retainer (Independent Trustees) | $3,000 | Paid by Fund |
| Board meeting fee | $1,000 per meeting | Paid by Fund |
| Committee meeting fee | $500 per meeting | Paid by Fund |
| Audit Committee Chair fee | $3,000 | Chair: Enright (Conn is a member) |
| Nominating Committee Chair fee | $2,000 | Chair: Enright (Conn is a member) |
| Lead Independent Trustee fee | $1,000 | Conn holds this role |
| Aggregate remuneration paid by Fund to Trustees (FY2024) | $65,000 | Excludes out-of-pocket expenses |
| Conn—Aggregate compensation from GRX (FY2024) | $9,000 | From the Fund |
| Conn—Aggregate compensation from Fund Complex (FY2024) | $288,500 | Across 23 investment companies/portfolios |
Performance Compensation
| Metric/Instrument | Status | Disclosure |
|---|---|---|
| Bonus (cash) | None disclosed | Proxy details only retainers/meeting/chair fees; no bonus listed |
| Stock awards (RSUs/PSUs) | None disclosed | No equity grants disclosed for Trustees |
| Options (strike, vesting) | None disclosed | No options disclosed for Trustees |
| Performance metrics (e.g., TSR, EBITDA) | None disclosed | No performance-based pay disclosed |
| Change-in-control/severance | Not disclosed | No CIC/severance terms for Trustees in proxy |
| Clawbacks/gross-ups | Not disclosed | Not discussed for Trustees |
Other Directorships & Interlocks
| Item | Detail | Exposure |
|---|---|---|
| Other public company boards (past 5 years) | None listed | No disclosed interlocks via external public boards in last 5 years |
| Election constituency | Preferred shareholders elect Conn (separate class) | Alignment primarily with Preferred holders |
| Interests in Adviser/Affiliate-controlled entities | PMV Consumer Acquisitions Corp. warrants (value $3; <1% of class) | De minimis related-party exposure under common control with Adviser |
Expertise & Qualifications
- Chief Investment Officer experience and senior executive roles (Transamerica; FSA) support financial oversight competence; Audit Committee determined all members, including Conn, are financially literate .
- Lead Independent Trustee experience indicates board leadership in executive sessions and agenda coordination .
- Education: Bachelor’s degree in Business Administration, Santa Clara University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common Shares beneficially owned | 1,000 | As of December 31, 2024 |
| Percent of shares outstanding | <1% (asterisk) | Asterisk indicates <1% |
| Dollar range—Fund holdings | B ($1 – $10,000) | Valued as of Dec 31, 2024 |
| Dollar range—Fund Complex holdings | E (Over $100,000) | Valued as of Dec 31, 2024 |
Governance Assessment
- Strengths: Independent status; Lead Independent Trustee role with executive session leadership; membership on Audit/Nominating and ad hoc committees; audit committee financial literacy determination; long tenure since 2007 enabling continuity .
- Alignment: Owns 1,000 common shares (B dollar range) and reports E range across Fund Complex; election by Preferred shareholders may align accountability to preferred holders in capital structure .
- Engagement: Board met quarterly (4); Audit (2) and Nominating (1); each Trustee attended ≥75% of meetings in FY2024; however, no Trustees attended the 2024 annual shareholder meeting, signaling limited direct shareholder engagement at the meeting level .
- Compensation structure: Primarily fixed cash retainers and fees (no equity or performance-based awards), which reduces pay-for-performance linkage but limits incentives misalignment; Conn also receives a modest Lead Independent fee .
- Potential conflicts: De minimis warrants in an entity under Adviser/affiliate common control ($3 value; <1%) present minimal related-party exposure; broader complex affiliations and Preferred-share election mechanics are structural considerations for independence optics .
- Oversight caveat: Audit Committee explicitly notes reliance on management and external auditors and no independent verification, underscoring typical limitations of fund audit oversight .
RED FLAGS
- No Trustee attendance at the 2024 annual shareholder meeting .
- Structural alignment with Preferred shareholders (separate-class election) may create differing priorities vs. common shareholders .
- Any related-party interests—even de minimis (PMV Consumer Acquisitions warrants)—should be monitored for evolving exposure .