Kenneth J. Dale
About Kenneth J. Dale
Kenneth J. Dale, 68, is an independent Class II Director of Adams Natural Resources Fund (PEO) and has served on the Board since 2008; he is the Independent Chair of the Board since April 21, 2022 . Dale is a seasoned finance executive and audit committee financial expert, having served as Senior Vice President and Chief Financial Officer of The Associated Press from 2004–2024 and previously spent 21 years at J.P. Morgan advising media and entertainment clients on M&A and corporate finance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Associated Press | Senior Vice President & Chief Financial Officer | 2004–2024 | Led corporate finance, internal audit, global real estate, administrative services, and oversight of AP’s ENPS software business; audit committee financial expert designation supports Board oversight |
| J.P. Morgan Chase & Co. Inc. | Investment Banker (Vice President) | 21 years (prior to AP) | Advised media and entertainment clients on M&A and corporate finance; deep transaction and valuation expertise |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Adams Diversified Equity Fund (ADX) | Chair of the Board; Class II Director | Non-controlled affiliate within Fund Complex; ADX Board service length identical to PEO |
Board Governance
- Independence: Five of seven directors are independent; Dale is an Independent Director and the Board’s Independent Chair .
- Tenure and term: Director since 2008; current Class II term expires at 2026 annual meeting .
- Committee assignments and chair roles:
- Audit Committee: Member; Committee met four times in 2024; all members deemed audit committee financial experts .
- Compensation Committee: Member; Committee met two times in 2024 .
- Executive Committee: Chair; Committee met one time in 2024 .
- Nominating & Governance Committee: Member; Committee met six times in 2024 .
- Attendance: Board held seven regular and two special meetings in 2024; each incumbent director had 100% attendance across Board and committee meetings .
- Executive sessions: Independent directors hold executive sessions at each regular meeting .
- Governance policies: Mandatory director retirement age (75); 15-year term limit policy; limits on overboarding; annual Board/committee evaluations .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Independent Director Annual Retainer (cash) | $65,000 | Standard for non-interested directors |
| Board Chair Additional Fee (cash) | $20,000 | Incremental fee for Board Chair |
| Committee Chair Fee (cash) | $3,000 | Per committee chair role (general schedule) |
| Aggregate Compensation from PEO (2024) | $85,000 | Dale (Chair of the Board) |
| Total Compensation from Fund Complex (PEO + ADX, 2024) | $170,000 | Combined director compensation across both funds |
Performance Compensation
| Equity/Plan Element | Detail | Status/Terms |
|---|---|---|
| 2005 Equity Incentive Compensation Plan | Legacy plan awarding restricted/deferred stock units and dividend equivalents; administered by Compensation Committee | Plan expired April 27, 2015; all grants vested prior to 2019 |
| Deferred Stock Units Outstanding (Dale) | 7,237 vested but deferred stock units | Represents rights to receive Fund stock; no new grants under 2005 Plan post-expiry |
No performance metrics (TSR, EBITDA, ESG) tied to director compensation disclosed for Dale; compensation primarily cash retainer/fees with legacy equity units outstanding .
Other Directorships & Interlocks
| Company | Role | Interlock/Exposure | Notes |
|---|---|---|---|
| Adams Diversified Equity Fund (ADX) | Chair; Class II Director | Fund Complex interlock | ADX is a non-controlled affiliate; ADX’s Board service length aligns with PEO |
| Principal stockholder context | N/A | Ownership exposure | ADX owned 2,340,933 PEO shares (8.9%) as of 12/31/2024 |
Expertise & Qualifications
- Audit committee financial expert designation by fellow directors .
- Extensive CFO experience overseeing finance, audit, risk, and operations at a global organization (AP); transaction and valuation background from 21 years at J.P. Morgan .
- Board leadership experience as Independent Chair; active roles across Audit, Compensation, Executive, and Nominating & Governance committees .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficially Owned Shares (PEO) | 14,359 | As of 12/31/2024 |
| Vested but Deferred Stock Units | 7,237 | Under 2005 Plan |
| Ownership % of Shares Outstanding | <1.0% | Each director owned <1.0%; 26,277,312 shares outstanding |
| Dollar Value of Shares Owned | Greater than $100,000 | As of 12/31/2024 |
| Stock Ownership Guidelines | ≥$100,000 cost basis within 5 years of joining Board (non-employee directors) | Applies to directors and senior executives |
| Pledging/Hedging | Not disclosed | No pledging disclosed in proxy; not mentioned |
Governance Assessment
-
Strengths and positive signals:
- Independent Chair with deep finance and audit expertise; audit committee financial expert status strengthens oversight of financial and compliance risk .
- Full engagement: 100% attendance across Board and committees in 2024; regular independent executive sessions .
- Ownership alignment: Dollar value of shares >$100,000; legacy equity units outstanding; robust ownership guidelines for directors .
- Committee breadth: Roles spanning Audit, Compensation, Executive (Chair), and Nominating & Governance support comprehensive governance coverage .
-
Interlocks and potential conflicts:
- Fund Complex interlock with ADX (Dale chairs both boards); ADX is an 8.9% holder of PEO and there are formal shared expense arrangements between PEO and ADX—heightens need for rigorous recusals and transparent cost allocation oversight .
- Large outside holder: Saba Capital Management and affiliates held 11.0% of PEO as of 9/30/2024, representing potential activism pressure and governance scrutiny; relevance to board leadership and engagement .
-
Policy considerations and watch items:
- Term limits and retirement age: Board has a 15-year term limit and mandatory retirement age (75); Dale’s tenure since 2008 indicates long service under a tightening policy framework—Board should maintain transparent rationale for extensions or transitions as applicable .
- Overboarding policy in place; Dale’s dual chair roles across Fund Complex should continue to be evaluated under policy frameworks to mitigate oversight strain .
-
RED FLAGS
- Shared expenses with affiliate (ADX) require ongoing rigorous oversight and clear disclosure to avoid perceived related-party concerns, particularly with ADX’s significant PEO ownership and Dale’s dual chair roles .
- Concentrated external holder (Saba at 11.0%) may pressure governance, capital allocation, and discount mitigation strategies—Board leadership must demonstrate robust engagement .
Overall, Dale’s independent leadership, audit expertise, and strong attendance are positives for investor confidence, while Fund Complex interlocks and affiliate transactions warrant continued vigilance and clear governance safeguards .