Andrew Dakos

About Andrew Dakos

Andrew Dakos (born 1966) is President and an Interested Director of Special Opportunities Fund, Inc. (SPE) and has served since October 2009, with over 20 years of investment management experience. He is a partner of Bulldog Investors, LLP (the Fund’s Adviser) since 2009, a partner of Ryan Heritage, LLP since 2019, and a principal of Bulldog Holdings, LLC; he also serves on multiple external boards (closed-end funds and real estate) . SPE discloses no executive bonus plan and no standalone pension/retirement plan; interested directors typically do not receive direct pay from SPE or, if paid, amounts are deducted from the advisory fee, with aggregate complex compensation disclosed below . The Board has six members, two of whom (Dakos and Goldstein) are Interested Directors; the Chairman is an Interested Director, and there is no Lead Independent Director .

Past Roles

External Roles

Fixed Compensation

SPE does not have a bonus, profit-sharing, pension or retirement plan; Interested Directors/officers either receive no compensation from SPE or any paid amount is deducted from the advisory fee paid to the Adviser .

Director compensation – Andrew Dakos (aggregate across SPE fund complex):

Independent Director compensation schedule (governance context):

Performance Compensation

• No performance-based bonus plan, equity awards, or option awards are disclosed for executives/directors; SPE explicitly states it does not have a bonus or profit-sharing plan, and compensation for interested persons is generally not paid by the Fund (or netted from advisory fees) .
• No vesting schedules, PSU/RSU programs, option strikes/expirations, performance metric weightings, or payout curves are disclosed for Dakos .

Equity Ownership & Alignment

• No pledging or hedging disclosures specific to Dakos; no stock ownership guidelines for executives/directors are disclosed .

Employment Terms

• Employment start date: President as of October 2009; annual director terms, re-elected yearly .
• No employment agreement/contract term, severance, change-of-control provisions, non-compete, non-solicit, garden leave, or post-termination consulting arrangements are disclosed for Dakos [Search: severance/change-of-control returned no results in SPE proxies] .

Board Governance

• Board composition: six Directors; two Interested Directors (Dakos and Goldstein); Chairman is an Interested Director; no Lead Independent Director .
• Committees (2025): Audit & Valuation Committee (Harris, Hellerman, Lunder, Rothchild; Rothchild is Chair) ; Nominating & Corporate Governance Committee (Harris, Hellerman, Lunder, Rothchild; Lunder is Chair) . Prior to Sep 2025, a separate Valuation Committee existed (Harris as Chair) .
• Meeting attendance and frequency: Board met four times in FY 2024; each Director attended at least 75% of Board/committee meetings in the relevant year. FY 2023: four Board meetings; FY 2022: seven Board meetings; each Director attended ≥75% .

Board meetings and attendance threshold:

• Legal proceedings: No legal proceedings against any directors/officers in past 10 years; none pending .
• Section 16(a) reporting: No late filings for FY 2024 and FY 2023; FY 2022 had one late Form 4 (Rajeev Das) due to administrative error (not Dakos) .

Director Service History and Dual-Role Implications

• Dakos serves as both President (executive officer) and Interested Director, with advisory affiliations (Bulldog Investors, LLP; Ryan Heritage, LLP) that render him “Interested” under the 1940 Act . The Board Chair is also “Interested,” and SPE has no Lead Independent Director, highlighting potential independence considerations typical in externally advised closed-end funds .
• Dakos is not listed as a member of independent committees (Audit & Valuation; Nominating), which are comprised solely of Independent Directors and chaired by independent members .

Performance & Track Record

• Experience: Over 20 years in investment management; principal roles at Bulldog-affiliated entities; board roles across closed-end funds and real estate companies .
• Activism: Co-signed 2025 shareholder solicitations for Tejon Ranch Co., seeking board seats and changes in capital allocation and compensation, indicating an activist approach to value creation .
• SPE proxies do not disclose TSR, revenue or EBITDA growth metrics specific to Dakos’ tenure at SPE .

Investment Implications

• Alignment: Dakos’ disclosed ownership “Over $100,000” in SPE indicates meaningful personal exposure; however, group beneficial ownership remains modest (1.13% of common as of Oct 20, 2025), limiting insider alignment leverage versus large 5% holders .
• Pay-for-performance: Absence of a bonus/equity incentive plan and use of advisory fee netting for any interested director compensation reduces explicit performance-linked pay at the SPE entity level; incentives may primarily reside at the adviser level and via board/executive reputational stakes .
• Governance: Dual roles (Interested Chairman, Interested Director/President) and lack of a Lead Independent Director can raise independence optics; committee independence and regular meeting cadence partially mitigate oversight risks .
• Retention risk: Long tenure (since 2009) and multiple external roles suggest stability, but no severance/change-of-control protections are disclosed; retention appears driven by adviser affiliations rather than SPE-specific contractual economics [Search no results].

References:
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