Stephanie Darling
About Stephanie Darling
Stephanie Darling is the Fund’s Chief Compliance Officer (CCO) since April 2020 and an “interested person” due to her affiliation with Bulldog Investors, LLP, the Adviser . Her birthyear is 1970; the 2024 proxy lists her age as 54 as of October 4, 2024 . She concurrently serves as General Counsel and CCO of Bulldog Investors, LLP; CCO of Ryan Heritage, LLP; and CCO for affiliated closed-end funds; she is also Principal of the Law Office of Stephanie Darling and Editor‑In‑Chief of The Investment Lawyer . Fund-level TSR/revenue/EBITDA performance metrics tied to her compensation are not disclosed in the proxy materials .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bulldog Investors, LLP | General Counsel & Chief Compliance Officer | Past five years | Legal and compliance leadership for Adviser and affiliated funds |
| Ryan Heritage, LLP | Chief Compliance Officer | Past five years | Registered investment adviser compliance oversight |
| Law Office of Stephanie Darling | Principal | Past five years | Legal counsel and advisory services |
| The Investment Lawyer | Editor‑In‑Chief | Past five years | Thought leadership in investment management compliance/legal domains |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| High Income Securities Fund | Chief Compliance Officer | Past five years | Affiliated fund in family of investment companies |
| Total Return Securities Fund | Chief Compliance Officer | Past five years | Affiliated fund in family of investment companies |
| Mexico Equity and Income Fund | Chief Compliance Officer | Past five years | Affiliated fund |
| Swiss Helvetia Fund | Chief Compliance Officer | Past five years | Listed among past five-year occupations (2024 proxy) |
Fixed Compensation
- The Fund has no bonus, profit sharing, pension or retirement plan; the Board has no standing compensation committee .
- Officers who are “interested persons” of the Adviser (other than the Fund’s CCO) either receive no compensation from the Fund or any compensation is deducted from the advisory fee paid to the Adviser; the proxy does not itemize the CCO’s compensation (salary/bonus) or disclose cash compensation amounts for officers .
Performance Compensation
- No disclosure of RSUs, PSUs, options, vesting schedules, performance metric weightings/targets/payouts, or clawbacks for officers in the latest proxies; the Fund states it does not have a bonus plan for Directors, and no equity plan is described for officers .
Equity Ownership & Alignment
| Metric | Oct 4, 2024 | Dec 31, 2024 |
|---|---|---|
| Dollar range of SPE equity owned by Stephanie Darling | $0 | $0 |
| Aggregate dollar range in all funds overseen (family of investment companies) | $0 | N/A |
- Management Ownership: as of October 6, 2023, Directors and officers as a group beneficially owned less than 2% of SPE common stock and less than 1% of SPE preferred stock .
- Pledging/hedging: No pledging disclosures are provided for officers; ownership tables report dollar ranges only .
Employment Terms
| Term Component | Disclosure |
|---|---|
| Position & start date | Chief Compliance Officer as of April 2020 |
| Term of office | 1‑year term; serving since 2020 |
| Contract length/expiration | Not disclosed in proxy |
| Severance provisions | Not disclosed in proxy |
| Change‑of‑control treatment | Not disclosed in proxy |
| Ownership guidelines | Not disclosed in proxy |
| Clawback provisions | Not disclosed in proxy |
| Non‑compete/non‑solicit/garden leave | Not disclosed in proxy |
| Code of Ethics | Fund and Adviser maintain Rule 17j‑1/204A codes of ethics governing personal securities transactions |
Board Governance (Context)
- Board committees include Audit & Valuation and Nominating & Corporate Governance (Valuation Committee disbanded in Sept 2025); the Board has no lead independent director; two directors are “interested” (affiliated with Adviser) .
- Risk oversight explicitly involves the Fund’s senior officers including the Chief Compliance Officer; the Board periodically reviews policies and procedures with assistance from the CCO .
Risk Indicators & Red Flags
- Legal proceedings: The proxies state no legal proceedings in the past 10 years against directors, nominees, or officers and none pending .
- Alignment: CCO holds $0 in SPE shares, suggesting limited direct equity alignment with public shareholders; no pledging disclosed .
- Compensation opacity: No officer salary/bonus/equity award disclosures; CCO compensation arrangement not itemized in public filings .
Compensation Committee Analysis (Context)
- No standing compensation committee; independent director compensation structure is disclosed (retainers/meeting fees), but officer compensation is not detailed in proxies .
Investment Implications
- Limited equity alignment: Reported $0 ownership in SPE and no disclosed equity awards for Darling reduce direct pay‑for‑performance linkage and minimize insider selling pressure signals .
- Retention risk difficult to assess: No disclosed employment agreement, severance, or change‑of‑control economics; multi‑hat roles across Adviser and affiliated funds suggest career embeddedness, but terms are not public .
- Governance comfort via role: Board’s risk oversight relies on the CCO; formal ethics frameworks are in place, though lack of a compensation committee and minimal officer compensation transparency may be flagged by governance‑focused investors .
- Trading signals: Absence of share ownership and equity incentives implies no near‑term vesting or selling triggers; insider activity pressure appears low based on disclosed dollar‑range ownership .