Gerald Hellerman

About Gerald Hellerman

Gerald Hellerman (birthyear 1937) is an Independent Director of Special Opportunities Fund, Inc. (SPE), serving on the Board since 2009; he previously served as Chief Compliance Officer from January 2010 through March 2020 and has been deemed independent (not an “interested person”) since April 1, 2020 . He has over 40 years of financial experience, including roles as a Financial Analyst and Branch Chief at the U.S. SEC, Special Adviser to the U.S. Senate Antitrust and Monopoly Subcommittee, and Chief Financial Analyst at the U.S. DOJ Antitrust Division for 17 years .

Past Roles

External Roles

Board Governance

• Independence: Hellerman is an Independent Director under the 1940 Act and NYSE closed-end fund standards; prior “interested person” status ended Apr 1, 2020 due to previous CCO role .
• Committee Assignments:
  • Audit & Valuation Committee member; Chairperson is Jaclyn Rothchild. Predecessor Audit Committee met 2 times in FY2024 .
  • Nominating and Corporate Governance Committee member; Chairman is Marc Lunder; Committee met 1 time in FY2024 .
  • Valuation Committee (pre-September 2025): member; Chairman was Ben H. Harris; met 4 times in FY2024. Disbanded and combined into Audit & Valuation in Sept 2025 .
• Attendance/Engagement: Each Director and nominee attended at least 75% of Board and applicable committee meetings in FY2024; Board met four times .
• Board Structure: Six directors; Chair is an Interested Director (Phillip Goldstein); no lead independent director .

Meeting Activity (FY2024)

Fixed Compensation

• Cash retainer: $55,000 annually (paid quarterly); increases to $60,000 beginning Jan 1, 2026 .
• Meeting fees: $5,000 per special Board meeting attended in person or $500 if by telephone; $500 for special committee meetings between scheduled Board meetings .
• Committee chair fees: $5,000 annually for Audit & Valuation Chair and Nominating & Corporate Governance Chair (Hellerman is not a chair) .
• No bonus, profit sharing, pension or retirement plan; interested Directors receive no director compensation (or any such compensation is offset against advisory fee) .

Performance Compensation

• Equity awards (RSUs/PSUs), options, performance bonuses: None disclosed for Directors; Fund does not have bonus, profit sharing, pension or retirement plan for Directors .
• Performance metrics tied to director compensation: Not applicable/not disclosed .

Other Directorships & Interlocks

• Current roles (past 5 years): Mexico Equity & Income Fund (Director), High Income Securities Fund (Trustee), Total Return Securities Fund (Director) .
• Adviser/affiliate relationships: Independent Directors and immediate family members had no securities holdings in the Adviser or affiliates and no related-party interests or transactions exceeding $120,000 over the last five years/two fiscal years .
• Section 16 compliance: No late filings reported for FY2024 .

Expertise & Qualifications

• Deep regulatory and financial analysis experience from senior roles at SEC, Senate Antitrust Subcommittee, and DOJ Antitrust (17 years as Chief Financial Analyst) .
• Long-standing governance and compliance background (former CCO of SPE) .
• Closed-end fund directorship experience across multiple funds, supporting valuation, audit oversight, and governance processes .

Equity Ownership

• Dollar range of equity securities in SPE: Over $100,000 for Hellerman .
• Directors and officers as a group: 1.13% of SPE common stock and <1% of preferred stock, as of Oct 20, 2025 .
• Ownership in adviser/affiliates: None for Independent Directors or immediate family; no transactions >$120,000 with Adviser/affiliates over last five years/two fiscal years .
• Pledging/hedging: Not disclosed .

Governance Assessment

• Strengths:

  • Independence restored since Apr 2020; no adviser/affiliate interests or related-party transactions, supporting alignment and low conflict risk .
  • Active committee membership (Audit & Valuation; Nominating & Corporate Governance; prior Valuation) with documented meeting activity and at least 75% attendance in FY2024 .
  • Meaningful personal investment (> $100,000) in SPE, indicating financial alignment with shareholders .

• Potential Risks/RED FLAGS:

  • Board leadership: Chair is an Interested Director; no lead independent director, which can weaken independent oversight optics for investors .
  • Tenure and succession: Long tenure since 2009 may raise entrenchment concerns; however, no legal proceedings in past 10 years and ongoing independence standards compliance are noted .
  • Diversity policy: Board reports no formal diversity policy; governance practices rely on skills/experience-based evaluation .

• Compensation structure signals:

  • Cash-heavy, fixed retainer with meeting-based fees; no equity or performance-linked compensation for directors, consistent with closed-end fund norms .
  • Reported aggregate compensation increased from $53,000 (FY2023) to $60,500 (FY2024), consistent with the fee schedule and meeting activity .
  • Retainer changes disclosed: $60,000 effective Jan 1, 2026 in 2025 proxy; 2024 proxy disclosed $60,000 effective Jan 1, 2025—investors should note timing differences across disclosures .

Summary

• Committee roles and independence are clear; attendance and meeting cadence are adequate. Ownership alignment appears strong via >$100k holdings; conflicts are mitigated by no adviser/affiliate interests or related-party transactions. Governance optics could improve with a lead independent director and a formal diversity policy; otherwise, Hellerman’s regulatory and compliance background supports board effectiveness in audit, valuation, and governance oversight .