Robert C. Kolodny
About Robert C. Kolodny
Independent Trustee of The Gabelli Healthcare & WellnessRx Trust (GRX). Born 1944; service on GRX Board since 2007 with current term continuing until the 2027 Annual Meeting. Physician; Medical Director and Chairman of the Board of the Behavioral Medicine Institute; extensive investment experience as managing member/general partner across multiple private investment partnerships. Education: BA, Columbia University; MD, Washington University School of Medicine. Member of GRX’s ad hoc Proxy Voting Committee. Oversees two portfolios in the Gabelli Fund Complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Behavioral Medicine Institute | Medical Director & Chairman of the Board | Not disclosed | Clinical leadership; governance oversight |
| KBS Management LLC | Managing Member (investment adviser) | Not disclosed | Private investment management; related-party advisory link via GAMCO |
| KBS Partnership; KBS III Investment Partnership | Managing General Partner | Not disclosed | Investment partnerships; advisory fees paid to GAMCO (see Related-Party section) |
| KBSIV Limited Partnership | Managing General Partner | 1990–2016 | Investment partnerships |
| KBS New Dimensions, L.P. | Managing General Partner | 1993–2015 | Investment partnerships |
| Kolodny Family Limited Partnership | Managing General Partner | Not disclosed | Private investment partnerships |
| Lynch Corporation (public) | Director (prior) | Not disclosed | Board service at public company |
| Tremont Partners (private) | Director (prior) | Not disclosed | Board service at private investment firm |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Other fund in Gabelli Fund Complex | Trustee/Director | Not disclosed | Cross-fund governance experience |
| Public company directorships (past 5 years) | — | — | None disclosed in GRX proxy’s trustee table |
Board Governance
- Independence: Classified as an Independent Trustee under the 1940 Act; not an “interested person.”
- Committee assignments: Member, ad hoc Proxy Voting Committee; not listed on Audit or Nominating Committees.
- Lead Independent Director: Role held by James P. Conn (not Kolodny).
- Attendance: In FY 2024, Trustees met four times; each Trustee attended at least 75% of Board and applicable committee meetings. In FY 2023, Trustees met five times; each Trustee attended at least 75%.
- Executive sessions: Independent Trustees meet regularly in executive session and chair all Board committees.
- Portfolios overseen in Fund Complex: 2.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual retainer (Independent Trustees) | $3,000 cash per trustee | $3,000 cash per trustee |
| Board meeting fee | $1,000 per meeting | $1,000 per meeting |
| Committee meeting fee | $500 per committee meeting | $500 per committee meeting |
| Kolodny – Aggregate compensation from GRX | $8,000 | $7,000 |
| Kolodny – Aggregate compensation from Fund Complex | $13,000 | $12,000 |
Committee chair stipends: Audit Chair $3,000; Nominating Chair $2,000; Lead Independent $1,000. Kolodny is not disclosed as committee chair.
Performance Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None disclosed for Trustees; compensation described as cash retainers and meeting/committee fees | None disclosed for Trustees; compensation described as cash retainers and meeting/committee fees |
| Performance metrics tied to pay (TSR/Revenue/EBITDA/ESG) | None disclosed | None disclosed |
| Clawbacks, severance, CoC provisions for directors | Not disclosed | Not disclosed |
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict |
|---|---|---|
| KBS Partnership; KBS III Investment Partnership | Private partnerships managed by Kolodny | Advisory services provided by GAMCO Asset Management (under common control with GRX’s Manager); see fee amounts below |
| Other public boards (current) | None disclosed in last five years | None |
| Other fund in Gabelli Complex | Trustee/Director | Internal fund complex interlock |
Expertise & Qualifications
- Medical and behavioral health leadership; author/co-author of numerous medical/psychological works; lecturer at leading U.S. medical schools.
- 40+ years of investment partnership management experience; registered investment adviser background (KBS Management LLC was NH-registered adviser 2006–2019; now private).
- Education: BA, Columbia University; MD, Washington University School of Medicine.
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Common shares beneficially owned | 7,066 (includes 495 shares owned by daughters; disclaimed) | 7,096 (includes 525 shares owned by daughters; disclaimed) |
| Percent of outstanding common shares | <1% | <1% |
| Dollar range of equity in GRX | D ($50,001–$100,000) | D ($50,001–$100,000) |
| Aggregate dollar range in Fund Complex | E (Over $100,000) | E (Over $100,000) |
| Options/derivatives; pledging/hedging | Not disclosed | Not disclosed |
Related-Party Exposure (Potential Conflicts)
| Year | KBS Partnership – advisory fees paid to GAMCO | KBS III Investment Partnership – advisory fees paid to GAMCO |
|---|---|---|
| 2023 | $32,158 | $64,336 |
| 2024 | $36,440 | $71,364 |
- Disclosure: Kolodny is managing general partner of KBS and KBS III; GAMCO Asset Management Inc. (under common control with GRX’s Manager) provides portfolio management to these partnerships and receives advisory fees.
Governance Assessment
- Independence and role: Independent Trustee with medical and investment credentials; member of ad hoc Proxy Voting Committee; not on Audit/Nominating—reduces direct influence over financial reporting or trustee nominations.
- Attendance and engagement: At least 75% attendance in 2023 and 2024; Board met 5 times (2023) and 4 times (2024). Trustees are not expected to attend annual shareholder meetings; none attended in 2023 or 2024—an investor engagement consideration.
- Pay structure and alignment: Director compensation is modest, cash-only, meeting/committee based; no equity awards or performance metrics—limits pay-for-performance alignment but is typical for closed-end fund trustees.
- Ownership: Dollar range D in GRX and E in Fund Complex; direct ownership is small relative to outstanding shares (<1%), providing limited “skin in the game” at the fund level, though broader complex exposure is high.
- Conflicts and interlocks: Ongoing advisory fee relationships between GAMCO (manager’s affiliate) and Kolodny-managed partnerships are a potential conflict that warrants monitoring, particularly for votes or policies affecting adviser oversight or fee structures.
- Compliance: Section 16(a)/30(h) filings were in compliance for FY 2024; positive governance signal.
RED FLAGS
- Related-party exposure: Advisory fees paid by Kolodny-managed partnerships to GAMCO (affiliates under common control with GRX’s Manager) could present perceived conflicts of interest; transparency is provided with exact fee amounts.
- Shareholder meeting non-attendance: Trustees (including Kolodny) did not attend recent annual meetings, consistent with fund’s stated expectation but may be viewed as lower direct shareholder engagement.
Positive Signals
- Independent status and committee participation; consistent attendance threshold met.
- Modest, cash-only director fees; absence of equity grants reduces the risk of misaligned incentives.
- Compliance with insider reporting requirements.