Brigitta Herzfeld
About Brigitta S. Herzfeld
Brigitta S. Herzfeld, age 47, is a Class III director of Herzfeld Credit Income Fund, Inc. (HERZ), appointed to fill a vacancy effective December 31, 2024; her current term expires in 2025. She is classified as an “interested person” under the Investment Company Act of 1940 due to being a control person and employee of Thomas J. Herzfeld Advisors, Inc., the Fund’s investment adviser, and serves as its Managing Partner and on the Senior Executive Committee. Prior roles include Japanese Equities Research Sales at Lehman Brothers in Tokyo and Private Wealth Management in Goldman Sachs’ Investment Management Division (New York and Miami); she is also a member of the MIT Educational Council. The proxy indicates “Other Directorships: None.”
Past Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Thomas J. Herzfeld Advisors, Inc. | Managing Partner; Senior Executive Committee member | Affiliated with Fund’s adviser; control person designation under 1940 Act |
| Lehman Brothers (Tokyo) | Japanese Equities Division – Research Sales covering international clients | Sell-side research sales experience in Japanese equities |
| Goldman Sachs & Co. (NYC & Miami) | Investment Management Division – Private Wealth Management | Wealth management and investment advisory experience |
External Roles
| Organization | Role |
|---|---|
| MIT Educational Council | Member |
| Other Public Company Directorships | None |
Board Governance
- Board size is 5; Chairperson is independent director Cecilia L. Gondor (Chair since Dec 31, 2024).
- Independence: Brigitta S. Herzfeld is an “interested person” due to affiliation and control status with the Adviser; she is the sole interested director currently listed among “Current Directors.”
- Committees: Audit Committee and Nominating & Governance Committee are composed entirely of independent directors; Brigitta does not serve on these committees. Audit Committee Chair: Dr. Kay W. Tatum (audit committee financial expert). Nominating Committee Chair: John A. Gelety.
- Meetings/Attendance: Board held 4 regular meetings in FY ended June 30, 2025; each director attended at least 75% of Board and applicable committee meetings. Audit Committee met 2 times; Nominating Committee met 2 times. Independent directors regularly meet outside management.
- Shareholder engagement: Fund encourages annual meeting attendance; all members attended the Fund’s 2024 Annual Meeting.
- Nomination policy: Nominating Committee does not consider stockholder-recommended nominees.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Director cash compensation | $0 | Directors who are current employees/officers of the Adviser (including Brigitta) are not paid for Board service |
| Pension/retirement benefits | $0 | No pension or retirement benefits from the Fund |
| Expense reimbursement | Yes (amount not disclosed) | Directors are reimbursed for related business expenses |
Independent director reference amounts (context): Gelety $35,950; Gondor $32,950; Lieff $32,150; Tatum $35,950 for FY2025. Brigitta $0.
Performance Compensation
| Metric/Plan | Disclosed Terms |
|---|---|
| Performance-linked director compensation (RSUs/PSUs/options) | Not disclosed; proxy indicates affiliated director receives no director compensation; independent director pay appears cash-based with no performance metrics disclosed |
| Clawback provisions for director pay | Not disclosed in proxy |
| Equity awards for directors | Not disclosed in proxy; affiliated director $0 comp |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Private/non-profit/academic boards | MIT Educational Council member |
| Interlocks with competitors/suppliers/customers | Affiliation with the Fund’s investment adviser (Thomas J. Herzfeld Advisors, Inc.)—a related-party advisory relationship rather than a board interlock |
Expertise & Qualifications
- Managing Partner at the Fund’s Adviser; senior executive governance experience; control person designation signals influence over advisory operations.
- Sell-side equities experience (Lehman Brothers Tokyo), and buy-side/wealth advisory (Goldman Sachs PWM) provide international markets and client advisory expertise.
- Member of MIT Educational Council, indicating academic community engagement.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Dollar Range | As of |
|---|---|---|---|---|
| Brigitta S. Herzfeld | 131,766 | 0.78% | Over $100,000 | Sept 30, 2025 |
- Section 16 compliance: All reporting requirements met except Brigitta’s Form 3 upon appointment (Dec 31, 2024) was filed late on Feb 27, 2025; a Form 4 filed July 2, 2025 reports her 131,766 shares.
Governance Assessment
- Strengths
- Independent chair and fully independent committee structures, with an audit committee financial expert; independent directors meet without management, supporting oversight and risk control.
- Regular Board/committee activity and minimum 75% attendance by all directors in FY2025; committees met and produced standard audit oversight outputs.
- Clear disclosure of interested vs independent directors; affiliated director receives no director compensation, reducing direct pay-related conflicts.
- Risks/Red Flags
- Interested director status due to control person role at the Adviser (the Fund’s investment adviser) presents inherent conflict risk; concentration of influence among Adviser-affiliated persons requires continued independent oversight.
- Nominating Committee will not consider stockholder-nominated directors, limiting shareholder input into Board composition.
- Late Section 16 Form 3 filing upon appointment (filed ~2 months after appointment) is a compliance lapse, albeit subsequently corrected; monitor for ongoing filing timeliness.
- Potential shift in Board composition if another Adviser-affiliated nominee (Erik M. Herzfeld) is elected, which would increase the number of interested directors; committee independence mitigates some risks.
Overall signal: Brigitta’s significant beneficial ownership (0.78%) and zero director compensation suggest alignment without pay-driven conflicts, but her control role at the Adviser underscores the importance of the independent chair and committee-only independence to maintain investor confidence. Continued monitoring of Section 16 compliance and Board independence ratio post-election is warranted.