Russell Cleveland
About Russell Cleveland
Russell Cleveland (age 86) is an “interested person” director of RENN Fund, Inc. (RCG) under Section 2(a)(19) of the 1940 Act due to his limited partner interest in the Cleveland Family Limited Partnership, which owns more than 5% of the Fund’s securities . He has served on the Board since 1994; director terms are one year and all directors are up for election annually . Cleveland is a Chartered Financial Analyst and Wharton School graduate, with more than 40 years specializing in small-cap investments and prior leadership of RENN Capital Group, Inc., the Fund’s previous adviser .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RENN Capital Group, Inc. (prior adviser to RENN Fund) | President, CEO, sole Director, beneficial shareholder | Prior to adviser change (dates not specified) | Deep knowledge of Fund; investment management experience |
| AnchorFree, Inc. | Director | 2012–2018 | Technology exposure |
| iSatori, Inc. (nutraceutical preparations) | Director | 2003–2015 | Small-cap operations oversight |
| Cover-All Technologies, Inc. | Director | 2003–2015 | Software governance |
| Access Plans, Inc. (direct mail/advertising) | Director | 2008–2009 | Marketing-oriented governance |
| BPO Management Services, Inc. | Director | 2006–2011 | Business process outsourcing oversight |
| CaminoSoft (systems software) | Director | 2004–2011 | Tech governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dallas Association of Investment Analysts | President (prior) | Not disclosed | Professional leadership |
| Wharton School of Business | Alumnus | — | Education |
No current public-company directorships beyond RENN Fund are disclosed for Cleveland in the latest proxy .
Board Governance
- Board meetings: 4 in 2024; all directors serving during the year attended 100% of meetings .
- Committees: Audit, Nominating & Corporate Governance, and Pricing Committees exist; 2024 membership lists for these committees comprised Cohen, Brennan, Newman, and Allen (Cleveland not listed as a member) .
- Chair/Leadership: Doug Cohen serves as Chairman of the Board; Audit and Governance Committee chairs effectively serve as lead independent directors (not explicitly named) .
- Independence: Cleveland is classified as an “interested person” due to >5% ownership via the Cleveland Family Limited Partnership .
- Legal proceedings: No material pending legal proceedings involving any director or nominee .
- Director transactions: Since January 1, 2015, no director or nominee, nor immediate family member, had a material interest in any material transaction involving the Fund or its affiliates .
Fixed Compensation
The Fund does not pay any fees to “interested person” directors; Cleveland received $0 in director compensation in 2024 . Independent directors receive $1,800 per board meeting (effective March 7, 2024) plus out-of-pocket expenses; 2024 total compensation for independent directors is shown below for context .
| Director | Annual Retainer (Cash) | Meeting Fees | Committee Fees | Equity Compensation | 2024 Total |
|---|---|---|---|---|---|
| Russell Cleveland (Interested) | $0 | $0 | $0 | $0 | $0 |
| Douglas J. Cohen (Independent) | Not disclosed | Included in total | Not disclosed | $0 | $7,200 |
| Alice C. Brennan (Interested by affiliation) | Not disclosed | Included in total | Not disclosed | $0 | $3,600 |
| Anita L. Allen (Independent) | Not disclosed | Included in total | Not disclosed | $0 | $3,600 |
| Melinda J. Newman (Independent) | Not disclosed | Included in total | Not disclosed | $0 | $3,600 |
Notes:
- Effective per-meeting fee for independent directors: $1,800 (from March 7, 2024) .
- The Fund reports no retirement benefits and no deferred compensation for directors in 2024 .
Performance Compensation
The proxy discloses no performance-based compensation (e.g., bonuses, PSUs, options) for directors; interested directors are unpaid and independent directors are compensated per meeting without equity grants or performance metrics . Therefore, no performance metric framework applies to Cleveland’s director compensation.
Other Directorships & Interlocks
| Company | Relationship | Overlap/Interlock |
|---|---|---|
| RENN Capital Group, Inc. | Prior adviser to the Fund; Cleveland formerly President, CEO, sole Director, and beneficial shareholder | Historical advisory control; enhances Fund-specific expertise but may raise independence considerations |
No shared directorships with current suppliers/customers/adviser are disclosed for Cleveland in the latest proxy .
Expertise & Qualifications
- Chartered Financial Analyst; Wharton School graduate .
- 40+ years in small-cap investing; prior leadership of RENN Capital Group .
- Past board experience across technology, nutraceuticals, software, advertising, and BPO sectors .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Class | Ownership Form | Date |
|---|---|---|---|---|
| Russell Cleveland (Director) | 359,618 | 5.13% | All shares owned by the Cleveland Family Limited Partnership; Cleveland is managing partner and a limited partner | As of June 30, 2025 |
Additional ownership context:
- Dollar range of Cleveland’s Fund holdings: Over $100,000 .
- Shares outstanding: 7,015,786 as of June 30, 2025 .
- Section 16(a) filings for officers/directors/10% owners were timely for fiscal 2024 .
No disclosures on pledging, hedging, or derivatives positions for Cleveland appear in the proxy .
Governance Assessment
- Alignment: Strong economic alignment via 5.13% beneficial ownership through the Cleveland Family Limited Partnership; dollar range over $100,000 .
- Independence & Committees: Cleveland is an “interested person” and is not listed on the Audit, Nominating/Governance, or Pricing Committees in 2024, which aligns with independence requirements for those committees but limits formal oversight roles .
- Engagement: 100% board meeting attendance in 2024 supports active participation .
- Compensation: No fees paid to interested directors; absence of equity grants or performance-linked pay for directors reduces pay-for-performance issues but places alignment primarily through outside ownership rather than board compensation .
- Related-party risk: Historical leadership of prior adviser (RENN Capital Group) and current >5% ownership status create potential perception of influence; however, the proxy discloses no material related-party transactions since 2015 and no legal proceedings .
- Board structure: Independent committee chairs functionally act as lead independent directors; continued clarity on named chairs could strengthen governance signaling .
RED FLAGS and Watch Items:
- Independence classification: Cleveland’s “interested person” status is a governance consideration for investors seeking majority-independent oversight; ensure committee independence remains robust .
- Concentrated ownership: 5.13% stake via family limited partnership can be positive for alignment but may raise concerns about potential influence; monitor any related-party transactions or pledging disclosures in future proxies .
Overall, Cleveland offers deep Fund-specific and small-cap investing expertise with strong meeting attendance and significant ownership alignment; investors should weigh the benefits of domain knowledge and alignment against independence and committee participation constraints typical for “interested person” directors .