Mark Hammitt
About Mark Hammitt
Independent Trustee of Saba Capital Income & Opportunities Fund II since February 2023; born 1985. Founder and former CFO of Revere CRE, with prior roles at UBS (SNB Stabfund) and Royal Bank of Canada trading fixed income ETF arbitrage on the Index Arbitrage desk; also held roles at Arxis Securities and Weiss Multistrategy Advisers. Education: B.A. in Economics (University of Michigan) and M.S. in Accounting (University of Michigan Ross School of Business). Qualifications emphasize trading strategy, compliance, and leadership in financial institutions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revere CRE | Founder; former CFO | Co-founded in 2020; responsible for sales, marketing, data solutions, regulatory, compliance, legal, HR, financial and operational procedures | Built infrastructure and processes; leadership across functions |
| Weiss Multistrategy Advisers | Trading/strategy leader | Not disclosed; part of decade-long progression | Navigated trading infrastructure, compliance, legal, management challenges |
| Arxis Securities | Trading/strategy leader | Not disclosed; part of decade-long progression | Built new opportunities; operational build-out |
| Royal Bank of Canada | Trader (fixed income ETF arbitrage; Index Arbitrage desk, Global Arbitrage & Trading) | Not disclosed | Relative value trading; desk execution |
| UBS (SNB Stabfund) | Early-career role | Not disclosed | Work on stabilization fund activities |
External Roles
| Organization | Role | Tenure | Public company board? | Notes |
|---|---|---|---|---|
| Revere CRE | Founder; former CFO | Co-founded in 2020 | No | Capital markets network for institutional CRE |
| Other boards | None listed | N/A | No | Proxy lists “Other Board Positions Held by Trustees” as “None” for Hammitt |
Board Governance
- Independence: Hammitt is not an “interested person” under the Investment Company Act; serves as Independent Trustee since February 2023 .
- Committee assignments: Member, Audit Committee; Audit Committee chaired by Karen Caldwell; Audit Committee met 4 times in FY ended Oct 31, 2024 .
- Nominating Committee: Members are Caldwell, Desai, Gabriel; chaired by Desai; met once in FY ended Oct 31, 2024; Hammitt is not a member .
- Board leadership: Andrew Kellerman (interested trustee; partner at the Adviser) is Board Chair; Frederic Gabriel is Lead Independent Trustee .
- Attendance: In FY ended Oct 31, 2024, no Trustee attended fewer than 75% of Board and applicable committee meetings; no Trustees attended the Fund’s last annual meeting (June 20, 2024) .
Committee Memberships
| Committee | Hammitt Membership | Chair | Meetings (FY 2024) | Notes |
|---|---|---|---|---|
| Audit Committee | Member | Karen Caldwell | 4 | Caldwell designated Audit Committee Financial Expert |
| Nominating & Corporate Governance | Not a member | Ketu Desai | 1 | Charter focuses on independence and qualifications |
| Compensation Committee | None (Board has no standing compensation committee) | N/A | N/A | Independent Trustees collectively address compensation |
Attendance & Engagement Metrics
| Metric | Value | Period |
|---|---|---|
| Board meetings held | 4 | FY ended Oct 31, 2024 |
| Audit Committee meetings | 4 | FY ended Oct 31, 2024 |
| Nominating Committee meetings | 1 | FY ended Oct 31, 2024 |
| Annual meeting attendance | No Trustees attended (June 20, 2024) | 2024 |
Fixed Compensation
| Component | Amount (USD) | Period | Notes |
|---|---|---|---|
| Annual retainer (Independent Trustee) | $15,000 | Policy | Paid quarterly per Board-adopted fee schedule |
| Audit Committee Chair fee | $7,500 (Caldwell only) | Policy | Not applicable to Hammitt |
| Aggregate compensation from Fund (Hammitt) | $15,000 | FY ended Oct 31, 2024 | Matches annual retainer |
| Total compensation from Fund + Complex (Hammitt) | $15,000 | FY ended Oct 31, 2024 | Complex includes the Fund and Saba Capital Income & Opportunities Fund |
- Trustees are reimbursed for reasonable expenses incurred for Board, Audit, or Nominating meetings as designated; no meeting fees schedule disclosed beyond retainer/chair fee .
Performance Compensation
| Component | Metric linkage | Terms | Status in Proxy |
|---|---|---|---|
| Performance-based cash bonus (Trustees) | N/A | N/A | Not disclosed; proxy describes fixed retainer structure only |
| Equity grants (RSUs/DSUs/options) to Trustees | N/A | N/A | Not disclosed in trustee compensation section |
| Committee/member meeting fees tied to metrics | N/A | N/A | Not disclosed; compensation via fee schedule |
The proxy discloses a fixed cash retainer structure for Independent Trustees and an additional chair fee for the Audit Committee; no performance-linked components or equity awards for Trustees are disclosed .
Other Directorships & Interlocks
| Company | Role | Listed? | Committee roles | Interlock/Conflict notes |
|---|---|---|---|---|
| None | — | — | — | Proxy lists “Other Board Positions Held” as “None” for Hammitt |
- As of the Record Date, none of the Independent Trustees or their immediate family members owned any shares of the Adviser or principal underwriter or affiliates controlling/controlled by/under common control with them, limiting adviser-related interlocks .
Expertise & Qualifications
- Trading and relative value expertise (fixed income ETF arbitrage; Index Arbitrage desk) .
- Compliance and operational leadership across multiple financial institutions; founder experience at Revere CRE .
- Education: B.A. Economics (University of Michigan); M.S. Accounting (Michigan Ross) .
- Independent Trustee tenure since February 2023; date of birth 1985 .
Equity Ownership
| Holder | Fund | Dollar Range of Equity Securities | As-of Date | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|---|---|
| Mark Hammitt | Saba Capital Income & Opportunities Fund II | None | March 31, 2025 | $0 |
| Shares outstanding (context) | Fund | 28,255,264 | Record Date April 24, 2025 | — |
- Section 16(a)/Section 30(h) compliance: Based on form copies and written representations, Reporting Persons complied with beneficial ownership filing requirements for FY ended Oct 31, 2024 .
Governance Assessment
- Strengths: Independent Trustee; active Audit Committee member with documented committee oversight and sign-off alongside Caldwell and Desai; Board reports broad risk oversight framework; Lead Independent Trustee in place .
- Weaknesses/RED FLAGS: No personal ownership in the Fund (None; $0), which reduces “skin in the game” alignment for a closed-end fund board . No Trustees attended the 2024 annual meeting, signaling limited direct shareholder engagement . Board lacks a standing compensation committee; while Independent Trustees collectively address compensation, absence may limit specialized pay oversight .
- Independence/Conflicts: Hammitt is independent under the 1940 Act; the proxy states none of the Independent Trustees or immediate family members owned shares of the Adviser or principal underwriter or their affiliates, mitigating adviser-related conflicts .
- Compensation alignment: Trustee pay is modest and fixed (retainer-only) with no disclosed equity or performance linkage; Audit Committee chair premium exists but not applicable to Hammitt .