Janis F. Kerns
About Janis F. Kerns
Janis F. Kerns, 61, is Vice President, General Counsel, Secretary, and Chief Compliance Officer of Adams Natural Resources Fund (PEO) and ADX; she has served as VP since April 15, 2021, and as GC/Secretary/CCO since July 3, 2018, after joining as Assistant General Counsel on January 22, 2018 . Her background includes three years with the SEC’s Division of Investment Management (Office of Investment Company Regulation) and two years as internal legal counsel at Paine Webber Group (now UBS Wealth Management USA), contributing more than 29 years of legal and compliance experience in investment management . Fund performance over her tenure is reflected in published NAV total returns: 5-year average annual total return on NAV ranged 14.4% (period ended 7/31/2024) to 25.7% (period ended 10/31/2025), with strong sector-relative outcomes in 2024 and managed distributions around 8% of NAV in recent periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Securities and Exchange Commission, Division of Investment Management – Office of Investment Company Regulation | Staff | 3 years | Regulatory expertise in ’40 Act funds and oversight of investment company regulation |
| Paine Webber Group (now UBS Wealth Management USA) | Internal Legal Counsel | 2 years | In-house advisory and compliance for wealth management operations |
| Washington, D.C. law firm (prominent) | Of Counsel | Not disclosed | Complex advisory on securities/investment management legal matters |
External Roles
No public-company directorships or board committee roles are disclosed in the executive biography for Ms. Kerns .
Fixed Compensation
| Component | 2024 Detail | Vesting/Forfeit | Notes |
|---|---|---|---|
| Employee Thrift Plan (401k-type) employer matching | 100% match of employee contributions up to 6% of base salary and cash incentive (subject to IRS caps) | Employer contributions vest after 36 months of service or upon death/retirement | Employees may invest contributions in PEO, ADX, or mutual funds; payments at retirement/termination per plan |
| Discretionary employer contribution | Fund may contribute up to 6% of prior-year base salary + cash incentive annually (discretionary) | Same vesting as above | Discretionary amounts subject to plan rules |
| Executive Nonqualified Supplemental Thrift Plan | Allows deferral/match above IRS limits; employee can contribute up to 6% of salary + cash incentive amounts prevented by qualified-plan caps; Fund matches 100% on that sum | Invested per elections in eligible mutual funds | 2024 IRS limits noted: deferral max $23,000 (<50) / $30,500 (50+); combined qualified-plan cap $69,000 / $76,500 |
The proxy notes “each officer” received matching and discretionary deferred compensation under the Thrift and Nonqualified Plans; Kerns is an officer in scope of these programs .
Performance Compensation
| Element | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Cash incentive plan (officer eligibility) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| Governance | Compensation Committee reviews and approves officer cash incentive plans | — | — | — | — |
No specific performance metrics (e.g., revenue/EBITDA/TSR) or payouts for Ms. Kerns are disclosed in the proxy .
Equity Ownership & Alignment
| Metric | FY 2023 (as of 12/27/2023 or 2/5/2024) | FY 2024 (as of 12/31/2024) |
|---|---|---|
| Shares owned (beneficial) | 5,777 | 6,739.384 (Form 5 shows 6,739.384; proxy table shows 6,739) |
| Ownership % of shares outstanding | <1.0% (25,514,104 shares outstanding) | <1.0% (26,284,550/26,277,312 shares outstanding) |
| Changes in period | Accumulation via dividend reinvestment and plan contributions (no sales reported) | +962.024 shares acquired (code J) via dividend reinvestment and thrift contributions; no sales reported |
| Derivatives / Options | None reported (Form 5 Table II blank) | None reported (Form 5 Table II blank) |
| Deferred/Restricted Stock Units | None disclosed for Kerns; only Mr. Dale shown with deferred units outstanding | None disclosed for Kerns |
| Stock ownership guidelines | Directors and senior executives must meet significant ownership requirements; executive officers must own equity with cost basis equal to a multiple of salary (exact multiple not disclosed) | Same |
Employment Terms
| Item | Detail |
|---|---|
| Current roles | Vice President (since 4/15/2021); General Counsel, Secretary & Chief Compliance Officer (since 7/3/2018); Assistant General Counsel (1/22/2018–7/3/2018) |
| Address of record | 500 E. Pratt Street, Suite 1300, Baltimore, MD 21202 |
| Contract term, severance, change-of-control | Not disclosed in the proxy |
| Clawbacks, hedging/pledging policy | Not disclosed in the proxy |
| Ownership/voting power | Sole investment and voting power over reported shares |
Performance & Fund Context (during tenure)
| Metric | 9/30/2024 | 12/31/2024 | 3/31/2025 | 6/30/2025 | 10/31/2025 |
|---|---|---|---|---|---|
| PEO NAV total return (5-year average annual) | 14.6% | 12.5% | 29.1% | 21.2% | 25.7% |
| Distribution policy / rate notes | Managed distribution policy (min 8% of avg NAV; announced Aug 2024) | Annualized current distribution rate 8.8% (as of 12/31/2024) | 8.1% (as of 3/31/2025) | 8.6% (as of 6/30/2025) | 8.2% (as of 10/31/2025) |
2024 nine-month results: PEO NAV total return 10.2% vs benchmark 9.5%; market-price total return 16.3% .
Investor Signals: Compensation, Vesting, and Selling Pressure
- No equity incentive plan currently in effect; the prior 2005 Equity Incentive Compensation Plan expired in 2015 and all grants vested prior to 2019, with deferred units outstanding only for certain legacy recipients (none for Kerns) .
- Ms. Kerns’ 2024 Form 5 shows net accumulation via dividend reinvestment and thrift plan contributions (+962.024 shares), with no open-market sales or option exercises; derivative table is blank, suggesting no options/derivatives outstanding, reducing forced-selling/vesting pressure .
- Executive officers are subject to equity ownership requirements tied to multiples of salary cost basis, enhancing alignment; exact multiple and compliance status are not disclosed .
Investment Implications
- Alignment: Ownership accumulation through reinvestment and plan contributions, absence of option overhang, and executive ownership requirements point to steady alignment with fund shareholders; lack of RSU/option program reduces near-term selling pressure triggered by vesting events .
- Retention risk: Participation in qualified and nonqualified thrift plans with 36‑month vesting on employer contributions creates retention incentives; long-tenured role progression since 2018 suggests stability in legal/compliance leadership .
- Pay-for-performance transparency: Officer cash incentive plans exist but lack disclosed metrics/weights/payouts, limiting external assessment of compensation-performance linkage; this is typical for internally managed closed-end funds but reduces benchmarking clarity for investors .
- Performance context: Fund delivered solid sector-relative total returns in 2024 and strong multi-year NAV returns through 2025, supporting the governance/compliance backdrop under which Kerns operates; managed distribution policy maintains an ~8% NAV distribution cadence .