Jaclyn Rothchild
About Jaclyn (“Jax”) Rothchild
Independent Director of Special Opportunities Fund, Inc. (SPE); elected by the Board on March 19, 2025, and nominated for shareholder election in the 2025 proxy cycle. She chairs the Audit & Valuation Committee and also serves on the Nominating & Corporate Governance Committee; she is classified as an “independent” (not an “interested person” under the 1940 Act). Born 1978; over 25 years of investment management experience spanning governance, operations, and investor relations; currently Partner & Chief Operating Officer of Eleventh Street Partners, Inc.; previously Vice President and Secretary of MVC Capital, Inc. (NYSE: MVC) and Vice President and Secretary of The Tokarz Group Advisers, LLC. The Board has six directors, two of whom are “interested”; there is no Lead Independent Director and the Chairman is an interested director.
Past Roles
| Organization | Role | Tenure | Responsibilities / Impact |
|---|---|---|---|
| Eleventh Street Partners, Inc. | Partner & Chief Operating Officer | 2008–Present | Provides strategic and operational advisory services. |
| MVC Capital, Inc. (NYSE: MVC) | Vice President and Secretary | 2002–2020 | Oversaw corporate governance, investor communications, and non‑financial operations across affiliated funds. |
| The Tokarz Group Advisers, LLC | Vice President and Secretary | 2004–2023 | Oversaw corporate governance, investor communications, and non‑financial operations across affiliated funds. |
External Roles
| Organization | Role | Public/Private | Tenure | Committees/Notes |
|---|---|---|---|---|
| 200 WEA (privately held real estate holding company) | Board Member | Private | Current | Listed among “Other Directorships” for last 5 years. |
| MVC Partners, LLC (former portfolio company of MVC Capital, Inc.) | Board Member | Private | Former | Listed among “Other Directorships” (prior). |
Board Governance
| Item | Disclosure |
|---|---|
| Independence status | Independent Director; not an “interested person” under the 1940 Act. |
| Committee assignments | Audit & Valuation Committee (Chairperson); Nominating & Corporate Governance Committee (Member). |
| Audit & Valuation Committee members | Harris, Hellerman, Lunder, Rothchild (all independent per NYSE rules for CEFs). |
| Nominating & Corporate Governance Committee members | Harris, Hellerman, Lunder (Chair), Rothchild (all independent; not “interested”). |
| Board & committee meetings (FY2024) | Board: 4 meetings; Audit Committee: 2; Nominating & Corporate Governance: 1. |
| Attendance | Each present director/nominee attended at least 75% of Board/committee meetings held since his/her election during FY2024. |
| Committee structure change | Audit and Valuation Committees combined into Audit & Valuation Committee on Sept 11, 2025. |
| Board leadership | Six directors; Chairman is an interested director; no Lead Independent Director. |
Fixed Compensation
| Component | Amount | Frequency/Trigger | Effective Date | Notes |
|---|---|---|---|---|
| Annual retainer (Independent Director) | $55,000 | Paid quarterly in arrears | Current policy (pre‑2026) | For serving as Director and attending quarterly Board meetings. |
| Annual retainer (Independent Director) | $60,000 | Paid quarterly in arrears | Beginning Jan 1, 2026 | Policy change effective 2026. |
| Special Board meeting fee (in‑person) | $5,000 | Per special Board meeting attended in person | Ongoing | Telephone attendance fee $500 per meeting. |
| Special Board meeting fee (telephone) | $500 | Per special Board meeting attended by telephone | Ongoing | — |
| Special committee meeting fee (between regular meetings) | $500 | Per special committee meeting | Ongoing | — |
| Audit & Valuation Committee Chair fee | $5,000 | Annual | Ongoing | Chairperson additional compensation. |
| Nominating & Corporate Governance Committee Chair fee | $5,000 | Annual | Ongoing | Chair additional compensation. |
| Compensation received in FY2024 (Rothchild) | $0 | FY2024 | N/A | Elected March 19, 2025; no FY2024 compensation. |
Performance Compensation
| Category | Disclosed? | Detail |
|---|---|---|
| Bonus / profit sharing | No | “The Fund does not have a bonus, profit sharing, pension or retirement plan.” |
| Equity awards (RSUs/PSUs/options) | Not disclosed | Director compensation section outlines cash retainers and fees; no equity awards disclosed for directors. |
| Performance metrics tied to pay | None disclosed | No targets (TSR, revenue, EBITDA, ESG) cited for director compensation. |
| Clawback provisions (director pay) | Not disclosed | No director‑specific clawback language disclosed. |
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes / Potential Interlocks |
|---|---|---|---|
| 200 WEA | Board Member | No | Privately held real estate holding company; no disclosed interlock with SPE’s adviser. |
| MVC Partners, LLC | Board Member (former) | No | Former board seat at former MVC portfolio company; no current SPE adviser interlock disclosed. |
Expertise & Qualifications
- 25+ years of investment management experience with emphasis in governance, operations, and investor relations for public investment companies, private funds, and investment advisers.
- Current Partner & COO at Eleventh Street Partners, Inc.; prior officer roles at MVC Capital, Inc. (NYSE: MVC) and The Tokarz Group Advisers, LLC overseeing governance, investor communications, and non‑financial operations.
- Chairs SPE’s Audit & Valuation Committee; committee oversees financial reporting, auditor engagement and independence, and valuation procedures, including review/approval of fair‑valued securities; signatory on Audit & Valuation Committee Report.
Equity Ownership
| Category | As of | Amount / Disclosure |
|---|---|---|
| Dollar range of equity securities in SPE (Rothchild) | Oct 20, 2025 | $0. |
| Aggregate dollar range in SPE family (SPE, High Income Securities Fund, Total Return Securities Fund) | Oct 20, 2025 | $0 (1 fund overseen). |
| Management/Directors as a group – common stock ownership | Oct 20, 2025 | 1.13% of common shares (group). |
| Pledged/hedged shares (Rothchild) | — | Not disclosed. |
| Section 16 initial filing | Mar 26, 2025 | Form 3 filed; Power of Attorney executed Mar 19, 2025 authorizing filings. |
Governance Assessment
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Strengths
- Independent director chairing the Audit & Valuation Committee; all members of the Audit & Valuation and Nominating & Corporate Governance Committees are independent per NYSE rules for closed-end funds.
- Committee oversight explicitly covers auditor independence, valuation policies, and fair value approvals; audit report signed by Rothchild as Chair.
- No related‑party transactions or interests >$120,000 involving independent directors or their immediate families with the Adviser or affiliates in the last five years; no ownership of Adviser or affiliates by independent directors.
- Board‑level disclosure indicates at least 75% attendance for each present director/nominee in 2024; Board met four times.
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Risk indicators and potential red flags
- Zero director ownership in SPE as of October 20, 2025, which may be viewed as weaker ownership alignment.
- Board governance structure: Chairman is an interested director and there is no Lead Independent Director.
- Audit Committee met twice and Nominating Committee once in FY2024; while typical for a CEF, investors may scrutinize committee cadence relative to oversight demands.
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Compensation alignment
- Director pay is entirely cash‑based (retainers/fees) with no performance‑linked elements disclosed; Audit & Valuation Chair receives a modest additional $5,000, reinforcing committee accountability without incentivizing risk‑taking.
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Tenure and engagement
- Newer addition to the Board (since March 19, 2025), bringing recent, relevant governance and operations experience from public investment company contexts.