Cecilia Gondor
About Cecilia L. Gondor
Cecilia L. Gondor, age 63, is an Independent Director and serves as Chairperson of the Board at Herzfeld Credit Income Fund, Inc. (HERZ). She joined the Board in 2014 and became Chairperson on December 31, 2024; her current Class I term expires in 2027. Professionally, Gondor is the Managing Member of L&M Management, a real estate management business, and is a freelance financial writer who has written extensively on closed-end funds. Prior to 2014, she held senior roles at the Adviser and affiliated broker-dealer, providing deep industry and governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Herzfeld Credit Income Fund, Inc. | Secretary/Treasurer | Fund inception to May 2014 | Foundational governance/administrative role prior to Board service |
| Thomas J. Herzfeld Advisors, Inc. (Adviser) | Executive Vice President | 1984–May 2014 (retirement) | Senior leadership; industry and compliance experience |
| Thomas J. Herzfeld & Co. Inc. (broker-dealer) | Executive Vice President | 1984–2010 (ceased operations in 2010) | Broker-dealer oversight; market operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| L&M Management | Managing Member | 2014–present | Real estate management leader |
| Freelance financial writing | Writer (closed-end funds focus) | Ongoing | Extensive writing on closed-end funds |
Board Governance
- Independent Chairperson of a five-member Board; Independent Directors chair all Board committees, reinforcing independent oversight and conflict management .
- Committee memberships: Audit Committee (member) and Nominating & Governance Committee (member). Audit Committee chaired by Dr. Kay W. Tatum (audit committee financial expert), and Nominating Committee chaired by John A. Gelety, both entirely independent under NASDAQ and 1940 Act standards .
- Meetings and attendance: Board held four regular meetings (FY ended June 30, 2025); each director attended at least 75% of Board and applicable committee meetings, indicating engagement. Audit Committee met twice; Nominating Committee met twice .
- Independence safeguards: Independent Directors regularly meet outside management presence with counsel and auditors; none of the Independent Directors or their immediate family members owns securities of the Adviser or its control persons, mitigating related-party exposure .
| Governance Metric | FY/Date | Value |
|---|---|---|
| Board size | As of Sep 30, 2025 | 5 directors |
| Board meetings held | FY ended Jun 30, 2025 | 4 |
| Audit Committee meetings | FY ended Jun 30, 2025 | 2 |
| Nominating Committee meetings | FY ended Jun 30, 2025 | 2 |
| Attendance threshold met | FY ended Jun 30, 2025 | ≥75% for each director |
| Committee independence | As of Oct 14, 2025 | All members independent |
Fixed Compensation
| Component | FY Ended Jun 30, 2025 | Amount (USD) |
|---|---|---|
| Aggregate director compensation (Fund total) | 2025 | $137,000 |
| Cash compensation (Gondor) | 2025 | $32,950 |
| Pension/Retirement benefits | 2025 | $0 (none) |
| Estimated annual benefits upon retirement | 2025 | $0 |
| Equity grants (director compensation) | 2025 | Not disclosed in proxy |
Directors are reimbursed for related business expenses; interested directors (employees of Adviser) receive no director pay, supporting independence of compensation structure .
Performance Compensation
| Performance-Based Element | FY Ended Jun 30, 2025 | Terms/Metrics |
|---|---|---|
| Bonuses tied to performance | 2025 | None disclosed |
| Stock awards (RSUs/PSUs) and options | 2025 | None disclosed for directors |
| Performance metrics (TSR, EBITDA, ESG) | 2025 | Not applicable (no performance-linked director pay disclosed) |
| Clawbacks/COC provisions (director) | 2025 | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None | — | — | No other directorships listed for Gondor, reducing interlock risk |
Expertise & Qualifications
- Long-tenured governance leader with industry experience as Adviser EVP and broker-dealer EVP; independent Chair since Dec 31, 2024, signaling board confidence in her oversight capabilities .
- Managing Member in real estate management and financial writer focused on closed-end funds, contributing sector knowledge and investor communication skills to board deliberations .
Equity Ownership
| Holder | As of Date | Shares | % of Shares Outstanding | Dollar Range |
|---|---|---|---|---|
| Cecilia L. Gondor | Sep 30, 2025 | 44,317 | 0.26% | $10,001–$50,000 |
| Shares outstanding (for context) | Sep 30, 2025 | 16,908,652 | — | — |
None of the Independent Directors, including Gondor, nor their immediate family members, owns securities of the Adviser or its control persons, limiting conflicts tied to advisory relationships .
Insider Trades
| Date | Form | Transaction Type | Shares | Price | Notes |
|---|---|---|---|---|---|
| FY ended Jun 30, 2025 | — | — | — | — | Proxy indicates Section 16(a) compliance for Reporting Persons; exception noted only for a late Form 3 by B. Herzfeld (not Gondor) |
Governance Assessment
- Strengths: Independent Chair; fully independent Audit and Nominating committees; audit committee led by a financial expert; directors meet without management; consistent attendance; modest, cash-based director pay without performance-linked elements reduces pay-for-favor concerns .
- Alignment: Gondor holds 44,317 shares (0.26%); while not large, it provides some skin-in-the-game without concentration risk. No disclosed pledging/hedging and no equity grant dependence, supporting independence .
- Potential conflict consideration: Gondor previously served as EVP at the Adviser and Fund officer until 2014; however, she is designated independent under the 1940 Act today and neither she nor her immediate family owns Adviser securities, which mitigates current related-party concerns .
- Contextual ownership concentration: Executive officers and directors as a group beneficially own 42.47% (includes shared power via advisory accounts), and the Herzfelds share voting/dispositive power over 6,430,939 shares through advisory roles; this underscores the importance of strong independent oversight by Gondor as Chair to balance control dynamics .
Overall, Gondor’s independent chair role, committee service, and attendance support board effectiveness and investor confidence; prior Adviser affiliation is historical but disclosed and mitigated by current independence and independent committee structure .