Ben H. Harris
About Ben H. Harris
Independent Director of Special Opportunities Fund, Inc. (SPE) since 2009; birth year 1968; experienced in managing private and public entities, highly regulated entities, and corporate restructurings . Current roles include Executive Chairman of Hormel Harris Investments, Principal of NBC Bancshares, CEO of Crossroads Capital, and Administrator of Crossroads Liquidating Trust . He also serves as a trustee of High Income Securities Fund and is a director of ten private companies and one other closed-end fund . Harris is not an “interested person” under the Investment Company Act of 1940 and is treated as an Independent Director at SPE .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Special Opportunities Fund, Inc. (SPE) | Independent Director | Director since 2009 | Former Chair, Valuation Committee (committee met 4x in FY2024; disbanded Sept 2025 and merged into Audit & Valuation) |
| Crossroads Capital, Inc. | Chief Executive Officer | Current (past 5 years) | Corporate leadership; restructuring experience |
| NBC Bancshares, LLC | Principal | Current (past 5 years) | Financial leadership |
| Hormel Harris Investments, LLC | Executive Chairman | Current (past 5 years) | Investment leadership |
| Crossroads Liquidating Trust | Administrator | Current (past 5 years) | Trust administration |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| High Income Securities Fund | Trustee | Public (closed-end fund) | Oversees 2 portfolios in the SPE fund complex (SPE, HISEF, Total Return Securities Fund family) |
| Ten private companies (various) | Director | Private | Unspecified entities; governance network breadth |
| One other closed-end fund | Director | Public | Unspecified fund beyond HISEF |
Board Governance
- Committees (current): Audit & Valuation Committee (member); Nominating and Corporate Governance Committee (member). Audit & Valuation Committee is fully independent; chaired by Jaclyn Rothchild; Nominating Committee is fully independent and chaired by Marc Lunder .
- Chair roles: Harris previously chaired the Valuation Committee (merged into Audit & Valuation in September 2025) .
- Attendance: In FY2024, each Director and nominee attended at least 75% of Board and applicable committee meetings; the Board met 4 times; the Audit Committee (predecessor to Audit & Valuation) met 2 times; the Nominating Committee met 1 time; the Valuation Committee met 4 times .
- Independence: Harris and the committee members are independent under NYSE standards for closed-end funds; Harris is not an “interested person” under the 1940 Act .
- Board leadership structure: Board has six directors, including two “Interested Directors” affiliated with the Adviser; the Chairman (Phillip Goldstein) is an Interested Director; the Board does not have a lead independent director .
Fixed Compensation
| Element | Amount | Notes/Effective |
|---|---|---|
| Annual retainer (Independent Directors) | $55,000 | Paid quarterly in arrears (through 12/31/2025) |
| Annual retainer (Independent Directors) | $60,000 | Effective January 1, 2026; paid quarterly in arrears |
| Special Board meeting fee (in-person) | $5,000 per meeting | $500 if attended by telephone |
| Special committee meeting fee (between regular Board mtgs) | $500 per meeting | For Independent Directors |
| Audit & Valuation Committee Chair fee | $5,000 annual | Additional compensation for chairperson |
| Nominating & Governance Committee Chair fee | $5,000 annual | Additional compensation for chairman |
| Valuation Committee Chair fee (through Sept 2025) | $5,000 annual | Committee disbanded Sept 2025; merged into Audit & Valuation |
| FY2024 Director Compensation (SPE) | Amount |
|---|---|
| Aggregate Compensation from SPE (Ben H. Harris) | $60,500 |
| Pension/Retirement Benefits Accrued as Part of Fund Expenses | None |
| Estimated Annual Benefits Upon Retirement | None |
| Total Compensation from Fund Complex Paid to Director | $108,000 (2) |
Notes: The Fund has no bonus, profit sharing, pension or retirement plan; Interested Directors either receive no compensation from the Fund or such compensation is offset against advisory fees .
Performance Compensation
| Performance-Linked Component | Disclosure |
|---|---|
| Cash bonus/annual incentive plan | Not disclosed/applicable for directors; Fund states no bonus plan |
| Equity awards (RSUs/PSUs/options) | No director equity awards disclosed in proxy; director compensation presented as cash retainers/fees |
| Performance metrics (revenue/EBITDA/TSR/ESG) | None disclosed for directors |
| Clawback provisions | Not disclosed for director compensation |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| High Income Securities Fund | Public CEF | Trustee | Part of same “Family of Investment Companies” with SPE |
| One other closed-end fund | Public CEF | Director | Unspecified by name |
| Ten private companies | Private | Director | Broad private-company governance exposure |
Expertise & Qualifications
- Extensive experience managing private/public entities, highly regulated entities, and corporate restructurings .
- Active leadership across investment and financial services entities (Executive Chairman, Principal, CEO, Administrator), implying financial oversight and restructuring skillsets aligned with closed-end fund governance .
- Participates in Audit & Valuation oversight and signed the Audit & Valuation Committee’s 2024 report recommending inclusion of audited financials in the Annual Report, evidencing direct engagement in financial reporting oversight .
Equity Ownership
| Item | Disclosure |
|---|---|
| Dollar Range of Equity Securities in SPE | Over $100,000 (Ben H. Harris) |
| Aggregate Dollar Range in “Family of Investment Companies” | Over $100,000 (2) |
| Management/D&O Group Ownership | Directors and officers as a group owned 1.13% of common stock, <1% of preferred stock as of 10/20/2025 |
Governance Assessment
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Strengths:
- Independent status with no reported related-party transactions or financial interests with the Adviser/affiliates over the past five years; neither Harris nor his immediate family owned Adviser/affiliate securities as of 12/31/2024 .
- Active committee engagement: member of fully independent Audit & Valuation and Nominating committees; former chair of Valuation Committee; signatory to the Audit & Valuation Committee report .
- Attendance: met or exceeded the ≥75% participation threshold in FY2024 across Board and applicable committees; Board/committee cadence indicates regular oversight (Board 4x; Audit predecessor 2x; Nominating 1x; Valuation 4x) .
-
Watch items / potential investor considerations:
- Board leadership: Chairman is an Interested Director and the Board has no lead independent director, which some investors view as a governance weakness despite independent committee structures .
- Compensation oversight: No standing compensation committee; director pay is cash-based and relatively modest, but lack of a dedicated comp committee centralizes governance functions in the full Board and other committees .
- Committee consolidation: Valuation oversight consolidated into Audit & Valuation in Sept 2025; ensure the combined committee maintains adequate bandwidth and expertise for both financial reporting and valuation oversight .
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Alignment indicators:
- Personal investment: Dollar range “Over $100,000” in SPE (and in the family of funds) supports alignment with shareholders .
- Section 16(a) Compliance: No delinquencies identified for the most recent fiscal year, indicating sound compliance practices .
Overall: Harris appears to be an experienced, engaged, and independent director with meaningful fund ownership and deep committee involvement, particularly in valuation and audit oversight. Investors may monitor the absence of a lead independent director and the committee consolidation to ensure continued robust independent oversight .