Lauriann C. Kloppenburg
About Lauriann C. Kloppenburg
Lauriann C. Kloppenburg, age 64, is an Independent Director of Adams Natural Resources Fund, Inc. (PEO) with board service since 2017 . She brings more than 30 years of investment management experience from Loomis Sayles, where she held senior roles including Director of Equity Research, Director of Large-Cap Equities, Chief Investment Officer – Equity Group, and Chief Strategy Officer, and she has been deemed an audit committee financial expert by the Board . She is nominated to continue as a Class I Director for a three-year term to the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loomis Sayles & Company, LP | Director of Equity Research; Director of Large-Cap Equities; Chief Investment Officer – Equity Group; Chief Strategy Officer; member of firm’s board | Over 30 years (various senior roles) | Led equity research and strategy; senior leadership across investment functions |
| Champlain College | Executive in Residence | Prior role (former) | Academic engagement and mentorship |
| Bentley University, Hughey Center for Financial Services | Executive in Residence | Prior role (former) | Academic engagement and mentorship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adams Diversified Equity Fund, Inc. (ADX) | Director | Current | Non-controlled affiliate within Adams Funds complex |
| Transamerica Funds | Trustee | Current | Governance oversight across registered funds |
| Transamerica Series Trust | Trustee | Current | Governance oversight across variable series |
| Transamerica Asset Allocation Variable Funds | Trustee | Current | Governance oversight across asset allocation series |
| Private Family Office | Adviser | Current | Advisory role |
Board Governance
- Independence: Independent director per NYSE rules; serves on independent committees . Deemed an audit committee financial expert by fellow directors .
- Committee assignments (2024): Chair, Compensation Committee; Member, Audit Committee; Member, Executive Committee; Member, Nominating & Governance Committee .
- Attendance: 100% attendance at Board and committee meetings in 2024; similarly, 100% for all incumbents in 2023 .
- Election status: Nominated as a Class I Director to serve until the 2028 Annual Meeting; Board unanimously recommends FOR .
- Governance practices: Independent Chair, annual Board/committee evaluations, executive sessions of independent directors at each regular meeting, ownership requirements, and rotation of committee chairs/members .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings (regular+special) | 7 regular + 1 special | Not disclosed; 100% attendance highlight |
| Audit Committee meetings | 4 | Not disclosed in count; committee action reported |
| Compensation Committee meetings | 6 | 2 |
| Executive Committee meetings | 1 | 1 |
Fixed Compensation
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Annual retainer (Independent Director) | 65,000 | 65,000 |
| Committee chair fee (Compensation) | 3,000 | 3,000 |
| Meeting fees | None disclosed | None disclosed |
| Aggregate compensation (PEO only) | 68,000 | 68,000 |
| Total compensation from Fund Complex (PEO + ADX) | 136,000 | 136,000 |
| Independent director fee pool (total paid) | 418,500 | 419,000 |
Notes:
- Compensation framework: $65,000 annual retainer for non-interested directors; Board Chair $20,000; committee chair $3,000 per fiscal year .
- No participation by non-employee directors in employee thrift or supplemental plans .
Performance Compensation
- No performance-based compensation (no bonus, RSUs/PSUs, or options) disclosed for directors; compensation is cash-based retainers and chair fees .
- Equity incentive plan history: The 2005 Equity Incentive Compensation Plan expired April 27, 2015; all grants vested prior to 2019; certain deferred units remain outstanding for others, but none for Ms. Kloppenburg .
| Award Type | Grant Date | Shares/Units | Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| None (current director program) | N/A | N/A | N/A | N/A | N/A |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Consideration |
|---|---|---|
| ADX (Adams Diversified Equity Fund, Inc.) | Director | Part of Adams Funds complex; common Board membership is disclosed and typical for fund complexes; independent Chair framework mitigates governance risk |
| Transamerica Funds / Series Trust / Asset Allocation Variable Funds | Trustee | No related-party transactions with PEO disclosed; standard oversight roles |
Expertise & Qualifications
- Investment leadership: Senior equity leadership roles at Loomis Sayles (Director of Equity Research; Director of Large-Cap Equities; CIO – Equity Group; Chief Strategy Officer) and service on Loomis Sayles’ board .
- Audit committee financial expert designation: Yes, as defined in federal securities regulations .
- Fund oversight: Trustee across multiple Transamerica registered funds and adviser to a family office, supporting governance and risk oversight capabilities .
Equity Ownership
| Date | Shares Beneficially Owned | Ownership % of Outstanding | Dollar Value Category | Vested/Unvested/Deferred |
|---|---|---|---|---|
| Feb 5, 2024 (table as of Dec 27, 2023 outstanding) | 7,740 | <1.0% | >$100,000 | No deferred units held |
| Dec 31, 2024 (26,277,312 shares outstanding) | 8,344 | <1.0% | Not separately disclosed for 2024; directors required to own at least $100,000 cost basis within 5 years | No deferred units held |
Ownership Alignment:
- Stock ownership guidelines: Non-employee directors must own at least $100,000 by cost basis within 5 years of joining the Board; Ms. Kloppenburg’s dollar value category is greater than $100,000, indicating compliance .
- Pledging: No pledging or hedging of company stock disclosed in proxy materials for Ms. Kloppenburg .
Governance Assessment
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Strengths:
- Independent director with audit committee financial expert designation, enhancing oversight of financial reporting and controls .
- Chair of Compensation Committee and member of Audit, Executive, and Nominating & Governance Committees, indicating high engagement and broad governance remit .
- 100% attendance; independent Chair; executive sessions at each regular meeting; ownership requirements—hallmarks of strong governance .
- Compensation structure is modest, transparent, and cash-based; no performance pay or equity awards that could misalign incentives for a closed-end fund director .
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Watch items:
- Fund complex interlocks (dual service on ADX) warrant continued monitoring, though common in closed-end complexes and mitigated by independent Chair and fully independent committee composition; notable improvement from 2023 to 2024 as Compensation Committee membership no longer includes an interested director (Stoeckle replaced by Dale) .
- Shareholder activism presence (e.g., Saba Capital 7.1% in 2023) is a fund-level dynamic that can pressure board decision-making; not specifically tied to Ms. Kloppenburg but relevant to governance environment .
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RED FLAGS:
- None identified for Ms. Kloppenburg in the latest proxy: no related-party transactions, no pledging/hedging disclosures, full attendance, independent status, and adherence to ownership guidelines .