Richard Dayan
About Richard Dayan
Independent Trustee of High Income Securities Fund (PCF) since 2018; birth year 1943. President and owner of Cactus Trading (import/export of apparel/accessories) since 1990; formerly controller at Biltmore Textiles for 15 years and earlier an auditor at a public accounting firm. The Board has designated him an “audit committee financial expert.” He is not an “interested person” under the 1940 Act and has no material legal proceedings in the last ten years disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cactus Trading | President & Owner | Since 1990 | Business/financial oversight experience |
| Biltmore Textiles | Controller | 15 years (prior to 1990) | Financial controls; accounting leadership |
| Public accounting firm | Auditor | Prior to Biltmore | Audit background; financial reporting familiarity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Total Return Securities Fund | Director | Current | Closed‑end fund governance |
| Emergent Capital, Inc. | Director | Until 2017 | Public company board experience |
Board Governance
- Committees: Member, Audit & Valuation Committee; Member, Nominating & Corporate Governance Committee (established Sept 12, 2025). Audit & Valuation met 5 times in FY ended Aug 31, 2025; the Nominating & Corporate Governance Committee did not meet before FYE due to timing of establishment.
- Roles and expertise: Designated “audit committee financial expert” under the Exchange Act. Audit & Valuation Committee includes only independent trustees; Hellerman chairs the committee.
- Independence and attendance: Independent under NYSE standards; each present trustee attended at least 75% of Board and committee meetings in FY ended Aug 31, 2025 (Board met 4 times).
- Board structure: Six trustees, three are “Interested Trustees”; no lead independent trustee; risk oversight via committee and officer reporting.
Fixed Compensation
| Component (USD) | FY 2023 | FY 2025 |
|---|---|---|
| Annual Trustee Retainer | $40,000 | $40,000 |
| Strategic Planning Committee stipend | $1,500 (part of $41,500 total) | $7,500 |
| Total Compensation from Fund | $41,500 | $49,000 |
| Pension/Retirement Benefits | None | None |
| Notes | No bonus/profit-sharing; investment committee pay applies to interested trustees (not Dayan) | No bonus/profit-sharing; independent trustees paid quarterly in advance |
Performance Compensation
| Item | FY 2025 Detail |
|---|---|
| Cash bonus | None; Fund “does not have a bonus, profit sharing, pension or retirement plan” |
| Stock/Option awards | No director equity awards disclosed in proxy; compensation disclosed as cash retainers/stipends |
| Performance metrics (TSR, revenue, EBITDA, ESG) | None disclosed for director compensation |
| Clawbacks/COC/Severance | Not disclosed for directors |
Other Directorships & Interlocks
| Person | Other Boards | Potential Interlocks/Notes |
|---|---|---|
| Richard Dayan | Total Return Securities Fund; Emergent Capital (until 2017) | No ownership or transactions >$120,000 with Adviser or affiliates; mitigates related‑party risk |
| Board context | Several trustees serve on other closed‑end fund boards (e.g., Sell, Hellerman) | Board has 3 “Interested Trustees” affiliated with Bulldog Investors (Adviser); no lead independent |
Expertise & Qualifications
- Financial oversight: Audit background; 15 years as controller; designated audit committee financial expert.
- Industry/operational experience: Long‑tenured small business owner in import/export.
Equity Ownership
| As-of Date | PCF Ownership (Dollar Range) | Aggregate Dollar Range in Family of Investment Companies | Notes |
|---|---|---|---|
| Oct 1, 2023 | None | None | Trustees/officers as a group owned <5% of PCF |
| Oct 20, 2025 | $1–$10,000 | $1–$10,000 (2 funds overseen) | Trustees/officers as a group owned <1% of PCF |
- Pledging/hedging: No pledging disclosed; Code of ethics governs personal trading (see 2023 proxy).
- Related‑party: No ownership in Adviser or affiliates by independent trustees; no transactions/relationships >$120,000 over last five years.
Governance Assessment
- Strengths: Independent trustee; audit committee financial expert; member of both key oversight committees; met attendance threshold; independent audit/valuation oversight documented.
- Alignment considerations: Personal PCF ownership is modest ($1–$10k) vs. some peers (e.g., Hellerman “Over $100,000”), potentially signaling lower “skin in the game.”
- Structural watch‑items: Board lacks a lead independent trustee and has three “Interested Trustees” affiliated with the Adviser; the Nominating & Corporate Governance Committee was only established late in FY 2025 (no meetings before FYE).
- Conflicts: No related‑party transactions or adviser/affiliate ownership by Dayan or his immediate family; Section 16(a) filings current (no delinquent reports).
RED FLAGS
- Low personal ownership relative to some independent peers may weaken alignment.
- Absence of a lead independent trustee in a board with three “Interested Trustees” warrants monitoring.