John Gelety
About John A. Gelety
John A. Gelety (age 57) is an independent Class II director of Herzfeld Credit Income Fund, Inc. (HERZ), serving since 2011. He is a practicing attorney and shareholder in the corporate practice group at Greenspoon Marder, LLP (2016–present), specializing in business law with a concentration in domestic and cross-border M&A, private equity, and commercial transactions. He is nominated for re-election at the November 20, 2025 annual meeting. Independence is affirmed under the Investment Company Act of 1940 and NASDAQ Capital Market listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Herzfeld Credit Income Fund, Inc. | Independent Director (Class II) | 2011–present | Audit Committee member; Nominating & Governance Committee Chair |
| Greenspoon Marder, LLP | Attorney & Shareholder, Corporate Practice Group | 2016–present | Corporate/M&A, PE, commercial transactions focus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None | — | — | Other public company directorships: None |
Board Governance
- Board composition and leadership: 5 directors; independent chairperson (Cecilia L. Gondor). All committee chairs and members are independent directors. Independent directors regularly meet outside management with fund counsel and the auditor.
- Committees and roles: John Gelety is a member of the Audit Committee; the committee met 2 times in FY ended June 30, 2025; Dr. Kay W. Tatum is Audit Committee Chair and “financial expert.”
- Nominating & Governance Committee: Gelety serves as Chair; committee met 2 times in FY ended June 30, 2025. The committee does not consider nominees recommended by stockholders.
- Attendance: Board held 4 regular meetings in FY ended June 30, 2025; each director attended at least 75% of the aggregate number of board and committee meetings of which they were a member. All directors attended the 2024 annual meeting.
Fixed Compensation
| Metric | FY 2025 |
|---|---|
| Aggregate Compensation from the Fund (Cash) | $35,950 |
| Pension or Retirement Benefits Accrued as Part of Fund Expenses | $0 |
| Estimated Annual Benefits Upon Retirement | $0 |
- Directors are reimbursed for related business expenses; directors who are employees/officers of the adviser are not paid for board service. Retainer, committee fees, meeting fees, or equity components are not itemized in the proxy.
Performance Compensation
| Performance-Based Element | FY 2025 |
|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed |
| Annual/Discretionary Bonus | None disclosed |
| Performance metrics (TSR, EBITDA, revenue, ESG) | None disclosed |
| Clawback provisions | Not disclosed |
| Change-of-control provisions | Not disclosed |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards | Not disclosed |
| Interlocks/conflicts | Independent directors and immediate family members do not own securities of the Fund’s investment adviser or any adviser control person (reducing direct conflicts). |
Expertise & Qualifications
- Legal and transactional expertise: Practicing attorney specialized in business law, including domestic/cross-border M&A, private equity and commercial transactions; joined HERZ board in 2011.
- Independence, governance experience: Independent director with long-tenured service; chairs Nominating & Governance Committee and serves on Audit Committee.
- Board’s criteria emphasize integrity, judgment, time commitment, and ability to grasp complex investment company regulatory environments.
Equity Ownership
| As of September 30, 2025 | Shares | Percent of Class | Dollar Range |
|---|---|---|---|
| John A. Gelety beneficial ownership | 10,206 | 0.06% | $10,001–$50,000 |
- Shares outstanding on record date: 16,908,652 (each entitled to one vote).
Governance Assessment
-
Positives
- Independent chair and fully independent committee structures; Gelety’s dual roles (Audit member; Nominating Chair) indicate active governance engagement.
- Documented board and committee activity: 4 board meetings; 2 Audit; 2 Nominating; minimum 75% attendance by each director; full board attendance at prior annual meeting supports engagement.
- Conflict mitigation: Independent directors and their immediate families do not own adviser or adviser control person securities.
-
Watch items / potential red flags
- Stockholder engagement constraint: Nominating & Governance Committee does not consider stockholder-recommended director nominees, which may limit external input into board composition.
- Alignment: No disclosed equity or performance-based compensation for directors; alignment rests on personal holdings—Gelety holds 10,206 shares (0.06% of outstanding), a modest stake relative to float.
- Transparency gaps: Proxy provides aggregate director compensation only; no breakdown by retainer, committee chair/member fees, or meeting fees; no disclosure of stock ownership guidelines, clawbacks, or change-of-control terms for directors.