Ann Lieff
About Ann S. Lieff
Ann S. Lieff (age 73) is an Independent Director of Herzfeld Credit Income Fund, Inc. and has served on the Board since 1998; her current Class II term expires in 2025 and she has notified the Board that she will complete the term but not stand for re‑election . She is President of Lieff Company, a management consulting firm, and previously served for 18 years as CEO of Spec’s Music (1980–1998), one of the largest music retail chains in the Southeastern U.S. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lieff Company | President | 1998–present | Ongoing advisory services as corporate director |
| Spec’s Music | Chief Executive Officer | 1980–1998 | Led one of the largest Southeastern U.S. music retail chains |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | N/A | “Other Directorships Held by Director: None” |
Board Governance
- Independence: Classified as an Independent Director under the Investment Company Act of 1940 and NASDAQ Capital Market standards via committee memberships comprised solely of independent directors .
- Committees: Member, Audit Committee (Chair: Kay W. Tatum, Ph.D., CPA; 2 meetings FY ended June 30, 2025) and Nominating & Governance Committee (Chair: John A. Gelety; 2 meetings FY ended June 30, 2025) .
- Board leadership and effectiveness: Board has five members; Independent Director Cecilia L. Gondor serves as Board Chair. Independent directors regularly meet outside management with counsel and auditor, supporting oversight integrity .
- Attendance: Board held four regular meetings in FY ended June 30, 2025; each director attended at least 75% of Board and committee meetings of which they were a member .
- Tenure/transition: Joined Board in 1998; intends not to stand for re‑election in 2025 (Class II), signaling upcoming refresh and succession planning needs .
Fixed Compensation
| Metric | FY Ended Jun 30, 2025 |
|---|---|
| Aggregate cash compensation from the Fund ($) | $32,150 |
| Pension or retirement benefits | $0 |
| Estimated annual benefits upon retirement | $0 |
| Total compensation from Fund & fund complex ($) | $32,150 |
Notes: Directors are reimbursed for related business expenses; directors employed by the Adviser receive no director pay. No pension/retirement benefits are provided to directors or executive officers .
Performance Compensation
| Component | FY Ended Jun 30, 2025 |
|---|---|
| Equity awards (RSUs/PSUs) | None disclosed in proxy |
| Stock options | None disclosed in proxy |
| Performance‑based bonus/retainer | None disclosed in proxy |
| Performance metrics tied to compensation (e.g., revenue growth, EBITDA, TSR, ESG) | None disclosed in proxy |
| Clawback provisions (directors) | Not disclosed |
| Change‑of‑control or severance (directors) | Not disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other registered investment company boards tied to Adviser | None; proxy notes none of the other directors serves on boards of any other RIC to which the Adviser or affiliates provide services |
| Public company boards | None listed for Ms. Lieff |
| Interlocks with competitors/suppliers/customers | Not disclosed in proxy |
Expertise & Qualifications
- Executive leadership and retail operations expertise from nearly two decades as CEO of Spec’s Music, with subsequent consulting leadership via Lieff Company .
- Board values diverse skill sets; independence, integrity, business judgment, and ability to engage critically with management and service providers emphasized in director qualifications framework .
Equity Ownership
| Metric | As of Sep 30, 2025 |
|---|---|
| Total shares owned | 43,533 |
| Ownership % of outstanding | 0.26% (out of 16,908,652 shares) |
| Dollar range of Fund equity | $50,001–$100,000 |
| Shares pledged as collateral | Not disclosed |
| Ownership of Adviser/control persons | None by Independent Directors or their immediate family members |
Insider Trades and Section 16 Compliance
| Item | FY Ended Jun 30, 2025 |
|---|---|
| Form 4 transactions for Ms. Lieff | Not disclosed in proxy; no exceptions noted for her |
| Section 16(a) compliance status | All Reporting Persons complied, except a late Form 3 for Ms. Brigitta S. Herzfeld; no exceptions identified for Ms. Lieff |
Governance Assessment
- Strengths: Long‑tenured independent director with executive retail background; serves on both Audit and Nominating & Governance committees comprised solely of independent directors; Board chaired by an independent director; directors meet outside management and engage auditor and counsel, indicating robust oversight mechanisms .
- Alignment: Holds 43,533 shares (0.26% of outstanding), indicating meaningful personal stake; no ownership in Adviser/control persons among independent directors mitigates related‑party conflicts .
- Compensation risk profile: Compensation appears cash‑based with modest aggregate amount and no performance‑linked components or equity awards disclosed, reducing incentives misalignment but limiting performance‑based accountability signals .
- Attendance/engagement: ≥75% attendance threshold achieved; committee meeting cadence (two meetings each) supports ongoing oversight, though precise individual rates are not itemized .
- Transition risk: Announced decision not to stand for re‑election may affect continuity; emphasizes importance of succession planning within committees and board skill mix .
- Conflicts/RED FLAGS: No director/adviser security ownership among independent directors; no related‑party transactions disclosed for Ms. Lieff; no pledging disclosed. No say‑on‑pay metrics applicable; no consultant conflict disclosures specific to compensation committee (committee not established; Nominating & Governance covers board composition) .