Alice Brennan
About Alice Brennan
Alice C. Brennan (age 72) has served on RCG’s Board since 2017; her current term runs until the 2025 Annual Meeting. She is classified as an “interested person” of the Fund under the 1940 Act due to her directorship at Horizon Kinetics Holding Corporation (HKHC), the parent of the Fund’s adviser, Horizon Kinetics Asset Management LLC (HKAM). She is a former senior legal executive (Bristol-Myers Squibb; Verizon Wireless) and an independent legal/compliance consultant since 2014. Education: BA Skidmore, MA Columbia University, JD Hofstra Law; NACD Directorship Certified and an NACD New Jersey Chapter board member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Wireless | Associate General Counsel and Chief Compliance Officer | 2000–2014 | Led risk management, M&A, governance, and IP initiatives . |
| Bristol-Myers Squibb Company | Vice President, Secretary and Chief Compliance Officer | Not disclosed (prior to 2000) | Senior legal/compliance executive; corporate governance responsibilities . |
| Independent Consultant (legal/compliance risk oversight) | Principal occupation | Since 2014 | Advises on legal/compliance risk and oversight . |
External Roles
| Organization | Role | Since | Notes / Interlocks |
|---|---|---|---|
| Horizon Kinetics Holding Corporation (OTCC: HKHC) | Director | 2024 | Parent of HKAM, the Fund’s adviser; renders Brennan an “interested person” under the 1940 Act . |
| FRMO Corp (OTC: FRMO) | Director | 2021 | Public company directorship . |
| Greenbacker Renewable Energy Company II | Director | 2022 | Clean energy company board . |
| NACD New Jersey Chapter | Board member | Not disclosed | NACD Directorship Certified; governance credentials . |
Board Governance
- Board meetings and attendance: The Board met four times in 2024; all Directors serving during the year attended 100% of meetings. Brennan attended 100% of meetings during her service period .
- Committees and changes:
- Audit Committee: Brennan was a member; the committee met three times in 2024. Following the August 2024 merger involving Horizon Kinetics LLC, she no longer serves on the Audit Committee due to her HKHC board role, which creates adviser affiliation .
- Nominating & Corporate Governance Committee: Brennan was a member; the committee met once in 2024. She ceased membership after the August 2024 merger due to her HKHC board service .
- Pricing Committee: Brennan was a member; the committee met twice in 2024. She ceased membership after the August 2024 merger due to her HKHC board service .
- Independence status: Brennan is an “interested person” under Section 2(a)(19) of the 1940 Act by virtue of her directorship at HKHC/HKAM, the adviser/affiliate to the Fund .
- Board structure: The Audit and Governance Committee chairs effectively serve as lead independent directors; they regularly meet without management .
Fixed Compensation
- Policy and effective rate: The Fund pays only non-interested Directors $1,800 per board meeting attended (effective March 7, 2024) plus out-of-pocket expenses; “interested” Directors receive no fees or expense reimbursement .
- 2024 actuals for Brennan: $3,600 total from the Fund/Fund Complex in 2024 (consistent with two paid meetings at $1,800 each prior to change in committee/affiliation status) .
| Component | Terms / Amount | Period | Notes |
|---|---|---|---|
| Meeting fee (cash) | $1,800 per board meeting | Effective Mar 7, 2024 | Applies to non-interested Directors only . |
| Total compensation | $3,600 | FY 2024 | Brennan’s 2024 total from Fund/Fund Complex . |
Performance Compensation
- No performance-based or equity director compensation is disclosed. The 2025 proxy describes only per-meeting cash fees for non-interested Directors and specifies that interested Directors are not paid .
Other Directorships & Interlocks
| Company | Role | Interlock / Potential Conflict |
|---|---|---|
| Horizon Kinetics Holding Corporation (HKHC) | Director | HKHC is parent of HKAM, the Fund’s adviser; renders Brennan an “interested person.” She stepped off Audit, Nominating & Governance, and Pricing Committees in Aug 2024 due to this affiliation . |
| FRMO Corp | Director | Public company directorship; informational interlock potential with HKHC ecosystem referenced in proxy . |
| Greenbacker Renewable Energy Company II | Director | External board role; no RCG related-party transaction disclosed . |
Expertise & Qualifications
- Senior legal executive with over 20 years in healthcare and technology; expertise spans risk management, M&A, governance, corporate and IP law; broad financial services knowledge .
- Degrees: BA (Skidmore), MA (Columbia), JD (Hofstra Law). NACD Directorship Certified; NACD NJ board member .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| Alice C. Brennan (Director) | 2,350 | 0.03% | June 30, 2025 |
The proxy’s related-party section states no Director (or immediate family) had material transactions (> $120,000) with the Fund, RENN Group, or HKAM since Jan 1, 2015; independent Directors do not own interests in HKAM or its affiliates .
Governance Assessment
- Strengths:
- 100% attendance and active committee service (Audit; Nominating & Governance; Pricing) until August 2024 transition; Board met four times in 2024 .
- Strong governance/legal/compliance pedigree; NACD certification and multi-sector executive experience bolster board oversight capacity .
- No material related-party transactions disclosed involving Brennan; proxy notes absence of Director-affiliated transactions exceeding $120,000 since 2015 .
- Risks / RED FLAGS:
- “Interested person” status due to directorship at HKHC, parent of the Fund’s adviser (HKAM), creates a structural conflict. As a mitigation, Brennan stepped off Audit, Nominating & Governance, and Pricing Committees post–August 2024 merger; however, affiliation remains a standing governance risk and reduces independence on the Board .
- Compensation sensitivity: Interested Directors are not eligible for director fees or expense reimbursement; Brennan’s $3,600 2024 compensation likely reflects service/meeting attendance prior to her post-merger committee removal and adviser-affiliation classification change, introducing complexity for pay-for-service alignment tracking year-over-year .
- Implications for investors:
- Auditor oversight and nomination governance are now fully in independent hands following Brennan’s committee step-downs—an appropriate conflict-mitigation measure. Continued monitoring is warranted for any future changes in advisory relationships or board composition .
- Ownership alignment is modest (2,350 shares, 0.03%), which is typical for registered fund directors; no pledging/hedging policy disclosures were identified in the proxy, and no material related-party transactions are reported .