Russ Grimaldi

About Russ Grimaldi

Russ Grimaldi serves as Chief Compliance Officer (CCO) and Secretary of RENN Fund, Inc. (RCG). He is also CCO at Horizon Kinetics Holding Corporation and joined Horizon Kinetics in 2005; education includes a BA in Legal Studies (Quinnipiac University, cum laude) and a JD (Albany Law School). As of 2024, he was 44 years old; at RENN Fund he has served as Secretary since July 2017 and is listed as CCO and Secretary with 411 Fund shares owned as of June 30, 2025 . The Fund discloses no officer compensation and no performance-linked pay for officers; RENN Fund has no employees, and officers receive no compensation from the Fund, with no options or warrants issued to officers or directors .

Past Roles

External Roles

Fixed Compensation

• The Fund has no employees; its officers receive no compensation from the Fund. Consequently, base salary, target/actual bonus, and perquisites for Fund officers are not disclosed in RENN Fund’s proxy materials .
• The Fund has never issued options or warrants to officers or directors, further confirming the absence of option-based fixed or variable pay at the Fund level .
• No compensation committee exists at the Fund because officers receive no compensation from the Fund; governance committees include Audit, Nominating & Corporate Governance, and Pricing .

Performance Compensation

• No cash or equity incentive programs (RSUs/PSUs) for Fund officers are disclosed; proxies explicitly indicate no options/warrants and no officer compensation paid by the Fund, and do not present any performance metric weightings or payouts for officers .
• Independent director meeting fees (e.g., $1,800 per meeting effective March 7, 2024) are disclosed for board members, but these do not apply to officers and are unrelated to Grimaldi’s role .

Equity Ownership & Alignment

• Vested vs. unvested shares: Not disclosed for officers; only aggregate beneficial ownership tables are provided .
• Options (exercisable/unexercisable) and RSUs: Not applicable/none disclosed; Fund has never issued options or warrants to officers or directors .
• Pledging/Hedging: No pledge or hedge disclosures for officers are provided in the proxies reviewed .
• Stock ownership guidelines and compliance: Not disclosed for officers or directors in the Fund’s proxy materials .

Employment Terms

• Employment start date/tenure: Secretary of RENN Fund since July 2017; currently CCO and Secretary (as reflected in 2025 proxy ownership table and 2025 N-PX signature) .
• Contract term, severance, change-of-control: No employment contracts, severance, or change-of-control economics are disclosed for Fund officers; the Fund indicates no officer compensation and no compensation committee due to having no employees .
• Clawback provisions, gross-ups, deferred compensation, pension/SERP, perquisites: No disclosures found for Fund officers .
• Section 16 compliance: The Fund reports all applicable Section 16(a) filings were timely for FY2024 (company-level disclosure) .

Performance & Track Record

• Fund-level or officer-specific TSR/revenue/EBITDA performance metrics tied to Grimaldi’s compensation are not disclosed; Fund officers are not compensated by the Fund, and the proxies provide no officer performance pay framework .
• Role-related execution: As CCO/Secretary, Grimaldi’s remit is compliance oversight and governance support; no payout metrics or targets are provided in Fund documents .

Compensation Committee Analysis

• No compensation committee exists (no employees; officers receive no compensation from the Fund), removing pay-for-performance governance mechanisms at the Fund level; committee infrastructure focuses on Audit, Nominating & Corporate Governance, and Pricing .

Say-on-Pay & Shareholder Feedback

• Say-on-pay votes are not presented; proxies contain director election/auditor ratification proposals and governance disclosures but no officer pay votes or frameworks .

Past Roles (Supplemental Work History & Career Trajectory)

External Roles (Supplemental)

Investment Implications

• Alignment: Personal ownership in RENN Fund is small (411 shares; 0.01%), suggesting limited direct financial alignment at the Fund level; officers are not compensated by the Fund, and no performance-linked pay or equity awards are disclosed, reducing pay-for-performance levers tied to Fund outcomes .
• Selling pressure: Absence of Fund-level RSU/option programs and no vesting schedules disclosed implies minimal mechanical insider selling pressure from vesting at the Fund level; options/warrants have never been issued to officers/directors .
• Retention risk: Compensation and employment terms for officers are not Fund-level; Grimaldi’s primary employer role is at Horizon Kinetics Holding Corporation (CCO). Fund documents provide no severance/change-of-control protections or contracts for officers, so retention/incentive drivers would reside at HKHC, not at RENN Fund .
• Trading signals: With no Fund-level incentive frameworks or vesting calendars for officers, and only small personal share ownership disclosed, officer-related trading signals at the Fund are limited; monitor Section 16 filings and adviser-level disclosures for any changes in role or ownership, noting the Fund’s statement that required Section 16 filings were timely for FY2024 .