Scott Craven Jones
About Scott Craven Jones
Independent Trustee of MCN since 2021; Audit Committee Chair and designated Audit Committee Financial Expert. Year of birth: 1962. Background includes senior operating and finance roles across asset management (COO, CFO, Treasurer), with board/trustee experience at multiple registered fund complexes, providing financial, accounting, regulatory, and investment expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aurora Investment Management LLC | Chief Operating Officer; Chief Financial Officer; Treasurer | Not specified | Senior operating and finance leadership (financial, accounting, regulatory expertise) |
| Calamos Asset Management, Inc. | Executive Vice President; Chief Administrative Officer | Not specified | Asset management operations and governance experience |
| Northern Trust Global Investments | Managing Director | Not specified | Institutional investment management experience |
| Nuveen Investments | Various roles | Not specified | Asset management background relevant to fund governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carne Global Financial Services (US) LLC | Director | 2013–present | Fund governance and oversight experience |
| Park Agency, Inc. | Managing Director | 2020–present | Management and advisory experience |
| Madison Funds (15 portfolios) | Trustee/Director | 2019–present | Oversees mutual fund portfolios (potential interlock given MCN’s sub-adviser is Madison Asset Management, LLC) |
| Manager Directed Portfolios (U.S. Bancorp series trust; 13 portfolios) | Trustee/Director | 2016–present | Oversees series trust portfolios |
Board Governance
- Independent Trustee; Board comprised of five Trustees (four Independent, one Interested) with an independent chair (Gregory G. Dingens) .
- Committees: Audit Committee (member; Chair; Financial Expert), Governance Committee (member). Committee charters approved December 2, 2024 and available on the fund website .
- Meeting cadence: In FY 2024, Board held 6 meetings; Audit Committee 5; Governance Committee 6. Policy invites Trustees to attend annual shareholder meetings; individual attendance rates not disclosed .
- Classification/term: Class III Trustee; term continues until the 2026 annual meeting or until successor elected/qualified .
- Independent Trustees have independent legal counsel and meet in executive session outside management presence, supporting board effectiveness .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Total Compensation from Fund Complex | $70,000 | Paid across the Fund Complex; “Aggregate Compensation from the Trust” was none . |
| 2024 Pension/Retirement Benefits | None | Fund does not accrue or pay retirement benefits to Trustees . |
| 2025 Annual Trustee Retainer | $66,000 | Effective Jan 1, 2025; allocated among funds proportionately by managed assets . |
| 2025 Audit Committee Chair Additional Retainer | $17,500 | Applies to Jones as Audit Chair . |
| 2025 Board Chair Additional Retainer | $10,000 | Board chair is Gregory G. Dingens . |
| 2025 Governance Committee Chair Additional Retainer | $5,000 | Governance chair is Philip G. Franklin . |
Performance Compensation
| Component | Status | Details |
|---|---|---|
| Annual bonus / target bonus | Not disclosed | No bonus framework disclosed for Trustees . |
| Stock awards (RSUs/PSUs) | Not disclosed | No equity award disclosures for Trustees . |
| Options (strike, vesting) | Not disclosed | No option award disclosures for Trustees . |
| Performance metrics tied to pay (TSR, EBITDA, ESG) | Not disclosed | Trustee pay appears retainer-based; no performance metrics disclosed . |
| Clawback provisions | Not disclosed | No trustee clawback disclosure . |
| Change-of-control / severance | Not disclosed | No trustee severance/CoC terms disclosed . |
| Tax gross-ups | Not disclosed | No gross-up disclosures . |
Observation: Director compensation is predominantly fixed cash retainer with committee chair adders and no disclosed equity/performance components, limiting pay-for-performance linkage .
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict Consideration |
|---|---|---|
| Madison Funds (15 portfolios) | Trustee/Director | Potential interlock: Madison Asset Management, LLC is MCN’s sub-adviser; oversight across Madison brand complexes may create perceived information-flow links (mitigated by Independent Trustee status and committee-only independence) . |
| Manager Directed Portfolios (U.S. Bancorp series trust; 13 portfolios) | Trustee/Director | Broader fund governance obligations; no specific related-party transaction disclosed . |
| Carne Global Financial Services (US) LLC | Director | Industry governance firm; no related-party transactions with MCN disclosed . |
Expertise & Qualifications
- Financial, accounting, regulatory and investment matters expertise, based on senior operating roles at Aurora Investment Management (COO/CFO/Treasurer), Calamos Asset Management (EVP/CAA), Northern Trust Global Investments (MD), various roles at Nuveen Investments, and board/trustee service across fund complexes .
- Designated Audit Committee Financial Expert; leads Audit Committee which oversees financial reporting integrity and auditor independence .
Equity Ownership
| Holder | MCN Shares Owned | Dollar Range in MCN | Aggregate Dollar Range Across Fund Family |
|---|---|---|---|
| Scott Craven Jones | 0 | $0 | $50,001–$100,000 (across registered investment companies overseen) . |
| Trustees & officers (group) | <1% of outstanding | — | — . |
Alignment note: Jones holds no MCN shares directly, reducing direct “skin-in-the-game”; however, he has aggregate exposure across the fund family .
Governance Assessment
-
Positives:
- Independent Trustee; Audit Committee Chair and Financial Expert—strong oversight of controls and reporting; auditor independence explicitly addressed via PCAOB Rule 3526 disclosures and AS 1301 discussions .
- Independent board leadership structure with independent chair; committees composed solely of Independent Trustees; independent legal counsel present at board and committee meetings .
- Clear committee charters approved recently and accessible, supporting transparency of roles .
-
Potential concerns / RED FLAGS:
- Zero direct ownership of MCN shares suggests weaker personal alignment with MCN’s share price outcomes (though aggregate fund-family exposure exists) .
- Interlock risk: Concurrent trustee/director role at Madison Funds while Madison Asset Management is MCN’s sub-adviser could create perceived conflicts around oversight and information flow; requires vigilant management of independence and recusal protocols .
- Performance-linked pay absent: Director compensation is fixed retainer plus committee chair adders; no disclosed performance metrics or clawbacks, limiting pay-for-performance alignment .
-
Engagement:
- Board and committees met multiple times in FY 2024 (Board: 6; Audit: 5; Governance: 6), indicating active governance cadence; individual attendance rates for Jones not disclosed .
-
Tenure and continuity:
- Serving since 2021; Class III term through 2026, providing medium-term continuity in Audit Committee leadership .
Overall signal: Strong technical governance credentials and committee leadership balanced against low direct share ownership and an interlock with the sub-adviser’s broader fund complex—monitor independence safeguards and any related-party disclosures going forward .