Andrew Dakos
About Andrew Dakos
Andrew Dakos (born 1966) serves as President and an Interested Trustee of High Income Securities Fund (NYSE: PCF) since 2018, with more than 20 years of investment management experience and affiliations as Partner at Bulldog Investors, LLP and Ryan Heritage, LLP . He is an “interested person” due to his adviser affiliation and officer role; the Board has no Lead Independent Trustee and is chaired by fellow Interested Trustee Phillip Goldstein . Fund context during his tenure included recurring shareholder votes on open‑end conversion triggered by persistent market discounts to NAV (average discount 13.06% in FY2023; 11.27% in FY2024 twelve‑week test), and a December 2024 tender offer repurchasing 10,675,000 shares at $7.07 (98% of NAV) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| High Income Securities Fund (PCF) | Investment Committee Member | Committee established Apr 2019; member “currently” in FY2023 | Managed Fund assets within policies; sought income generation |
| PCF Strategic Planning Committee | Not a member (committee included Dayan, Harris, Hellerman, Sell; Sell Chair) | Established Sep 2023 | Reviewed structure and manager search; stipends used to compensate members |
| Crossroads Liquidating Trust | Trustee | Until 2020 | Oversight of liquidation process |
| BNY Mellon Municipal Income Inc. | Director | Until 2025 | Oversight of closed‑end muni income strategy |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Special Opportunities Fund, Inc. | Director | Ongoing | Closed‑end fund governance and activist investment oversight |
| Total Return Securities Fund | Chairman | Ongoing (as of FY2025) | Closed‑end fund leadership |
| Brookfield DTLA Fund Office Trust Investor, Inc. | Director | Ongoing | Commercial real estate subs oversight |
| Tejon Ranch Co. | Director | Ongoing | Real estate development governance |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Trustee/OFFICER retainer (policy) | Trustee: $40,000; Officer: $30,000 | Trustee: $40,000; Officer: $30,000; effective Nov 8, 2024, Interested Trustees cease Fund compensation | Independent Trustees: $40,000; Interested Trustees either unpaid or paid with offset vs advisory fee |
| Investment Committee stipend (policy) | Goldstein/Dakos: $150,000; Das: $75,000 | Not disclosed; change in advisory structure Nov 8, 2024 | Not disclosed; committees restructured |
| Andrew Dakos – Total compensation from PCF (Fund only) | $220,000 | $220,000 | $35,000 (includes officer/committee service before Nov 8, 2024 per footnote) |
| Andrew Dakos – Total compensation from Fund Complex | N/A (Fund only) | N/A (Fund only) | $120,750 across Fund Complex (PCF, SOF, TRS) |
Notes:
- Effective Nov 8, 2024, Trustees who are “interested persons” of the Adviser do not receive compensation for services as Trustees/officers of the Fund .
- FY2025 footnote clarifies Dakos’ PCF compensation relates to service prior to Nov 8, 2024; thereafter no Fund compensation .
Performance Compensation
No bonuses, profit sharing, pension or retirement plans; the Fund does not disclose performance‑based incentive metrics, RSUs, PSUs, or options for Trustees/officers .
| Component | Metric linkage | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
Equity Ownership & Alignment
| Item | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Andrew Dakos – Dollar range of PCF holdings | Over $100,000 | Over $100,000 | $50,001–$100,000 |
| Aggregate holdings across family (SOF, TRS, PCF) | Fund‑only family not applicable; “Fund Complex” not defined in 2023 ownership table | Over $100,000 (family = PCF only) | Over $100,000 (Fund Complex count in parentheses shows funds overseen) |
| Management group holdings as % of PCF | <5% | <2% | <1% |
| Shares pledged/hedged | Not disclosed | ||
| Ownership guidelines | Not disclosed |
5% beneficial owners (context):
- Thomas J. Herzfeld Advisors Inc.: 1,552,621 shares (8.30%) as of Oct 20, 2025 .
- LPL Financial LLC: 1,514,348 shares (8.09%) as of Oct 20, 2025 .
Section 16(a) compliance: The Fund reported no delinquent insider filings for any trustee/officer in 2024 and 2025 .
Employment Terms
- Employment start date: President and Trustee since 2018 .
- Contract terms, severance, change‑of‑control, non‑compete/solicit, garden leave, post‑termination arrangements: Not disclosed in proxy materials .
- Clawbacks/tax gross‑ups/deferred compensation/SERP/perquisites: Not disclosed; Fund states no bonus, profit sharing, pension, or retirement plan .
Board Governance and Committee Roles
- Board structure: Six Trustees in 2025 with three Interested Trustees; Chairman is Interested Trustee; no Lead Independent Trustee . Seven Trustees in 2024 and 2023; no Lead Independent Trustee .
- Committees:
- Audit & Valuation Committee: Independent Trustees Hellerman (Chair), Sell, Dayan; met 5 times in FY2025; maintains financial reporting and valuation oversight . Same composition; met 5 times in FY2024 .
- Nominating & Corporate Governance Committee: Established Sep 12, 2025; independent members Hellerman, Harris, Sell, Dayan; reviews governance principles and director compensation; no FY2025 meetings due to timing .
- Investment Committee (2019–2023): Goldstein, Dakos, Das; managed assets within Fund policies .
- Strategic Planning Committee (2023): Dayan, Harris, Hellerman, Sell (Chair); reviewed fundamental changes and manager search; member/Chair stipends disclosed .
- Attendance: Each Trustee attended at least 75% of Board/Committee meetings in FY2025 and FY2024; Board met 4 times (FY2025) and 5 times (FY2024); 4 meetings in FY2023 and ≥75% attendance .
- Dual‑role implications: Dakos is both President (officer) and Interested Trustee due to adviser affiliation; combined with a non‑independent Chairman and no Lead Independent Trustee, this concentrates oversight among adviser‑affiliated insiders, though Interested Trustees ceased receiving Fund compensation from Nov 8, 2024 which mitigates direct pay conflicts .
Additional Context: Recent Fund Actions
| Action | Detail |
|---|---|
| Mandatory open‑end conversion proposal | Triggered by average discount >10% (13.06% in FY2023; 11.27% in FY2024 twelve‑week test) |
| Tender offer | Purchased 10,675,000 shares at $7.07 per share (98% of NAV on Dec 9, 2024) |
Investment Implications
- Pay‑for‑performance alignment: Compensation historically cash‑heavy (trustee/officer retainers, Investment Committee stipends) without disclosed performance metrics; post‑Nov 2024, Interested Trustees (including Dakos) ceased receiving Fund compensation, reducing direct cash pay from PCF and potential pay‑driven conflicts .
- Insider alignment: Dakos reports a meaningful personal stake, though reported as dollar ranges; his PCF range moved from “Over $100,000” to “$50,001–$100,000” by Oct 2025; group ownership is low (<1%), limiting direct insider economic control .
- Governance risk: Officer/Interested Trustee dual‑role, non‑independent Chair, and absence of a Lead Independent Trustee elevate independence concerns; establishment of a fully independent Nominating & Corporate Governance Committee in 2025 is a constructive step .
- Trading signals: Persistent discount‑to‑NAV (triggering open‑end votes) and the large December 2024 tender at 98% of NAV are catalysts affecting near‑term trading dynamics; adviser‑affiliated leadership (including Dakos) has pursued structural actions that can narrow discounts .
- Retention risk: No employment contracts, severance, or change‑of‑control terms disclosed; Dakos’ multi‑fund responsibilities and adviser partnership suggest continuity, but absence of formal retention economics reduces lock‑in visibility .