Andrew Dakos
About Andrew Dakos
Andrew Dakos is Chairman of the Board (since 2018) and President & Chief Executive Officer (since 2019) of The Swiss Helvetia Fund, Inc. (SWZ); age 57 as of the 2024 proxy record, and a partner of Bulldog Investors, LLP (since 2009) and Ryan Heritage, LLP (since 2019) . He has over 20 years of investment management experience and serves on multiple closed-end fund boards including Special Opportunities Fund, Inc. and High Income Securities Fund; he is deemed an “interested person” under the 1940 Act due to his executive role at SWZ . Fund-level TSR or operating metrics (revenue/EBITDA) are not disclosed in SWZ proxies; governance disclosures emphasize board oversight of Schroders (historical adviser), committee independence, and risk management .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Emergent Capital, Inc. | Director | Until 2017 | Additional boardroom experience in financial services |
| The Mexico Equity and Income Fund, Inc. | Director | Prior service (dates not specified) | Closed-end fund governance and activist value strategies |
| Crossroads Liquidating Trust | Trustee | Until 2020 | Wind-down oversight and fiduciary governance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Special Opportunities Fund, Inc. (SPE) | President & Director | Since 2009 | Activist closed-end fund repositioning and capital allocation |
| High Income Securities Fund | President, Investment Committee Member & Trustee | Since 2018 | Income strategy governance; committee leadership |
| Brookfield DTLA Fund Office Trust Investor Inc. | Director | Since 2017 | Real assets oversight; governance at RE fund vehicle |
| BNY Mellon Municipal Income Inc. | Director | Since 2024 | Municipal income fund board service |
Fixed Compensation
Aggregate cash compensation from SWZ (includes officer/director fees; no pensions or retirement benefits disclosed).
| Metric | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 |
|---|---|---|---|---|---|
| Andrew Dakos – Aggregate Compensation from Fund ($) | $68,606 | $90,500 | $89,750 | $90,500 | $89,750 |
Board compensation structure for Non-Interested Directors (context): annual retainer $42,000; Chairman $56,000; committee chairs $48,000; meeting fees $2,000 (in-person) and $750 (telephonic); committee meeting fee $750 . In 2018, the proxy noted Mr. Dakos did not receive compensation for director services under By-Laws due to being an “interested person” (historical reference) .
Performance Compensation
No disclosure of base salary, target/actual bonus, RSU/PSU grants, option awards, performance metrics, vesting schedules, clawbacks, or ownership guidelines for Mr. Dakos in SWZ proxies reviewed. Compensation is presented as aggregate fees; no equity grants or variable-pay frameworks are detailed .
Equity Ownership & Alignment
| Metric | 2019 | 2021 | 2022 | 2024 |
|---|---|---|---|---|
| Shares Beneficially Owned (#) | 64 | 1,064 | 3,064 | 3,064 |
| Dollar Range of Ownership | $1–$10,000 | $1–$10,000 | $10,001–$50,000 | $10,001–$50,000 |
| Ownership as % of Shares Outstanding (2024) | — | — | — | ~0.024% (3,064 / 12,990,705) |
• No disclosures of pledged shares, hedging, or stock ownership guidelines for executives/directors in the proxies reviewed (absence in compensation/ownership sections).
Employment Terms
| Item | Disclosure |
|---|---|
| Roles & Start | Director (2017), Chairman (2018), President & CEO (2019) |
| Term | Executive officers serve year-to-year on an indefinite term until successors elected/qualified |
| Employment Agreement | Not disclosed in proxies reviewed |
| Severance / Change-of-Control | Not disclosed; no single/double-trigger or multiples disclosed |
| Clawbacks / Tax Gross-ups | Not disclosed |
| Non-compete / Non-solicit / Garden Leave | Not disclosed |
Board Governance
• Board and committees emphasize oversight of adviser (historically Schroders) and fund operations/risk; more than 75% of the Board and all committee chairs are Non-Interested Directors; Lead Independent Director: Moritz A. Sell .
• Committees: Audit (Sell – Chair; Dayan; Hellerman), Governance/Nominating (Goldstein – Chair; Dayan), Pricing (Hellerman – sole member/Chair); each member “independent” under NYSE standards .
• Meetings/attendance: Board met 4 times in 2023; each member attended at least 75% of Board and committee meetings; Mr. Dakos attended the 2023 Annual Meeting .
Related Party & Interlocks
• Bulldog Investors reimbursement: In 2018, SWZ reimbursed approximately $178,000 to Bulldog for proxy solicitation costs connected to 2017–2018 elections; those solicitations resulted in election of Messrs. Dakos, Sell, Goldstein, and Hellerman .
• Advisory transition proposals: On Jan 27, 2025, SWZ called a special meeting to approve an investment advisory agreement with Bulldog Investors and broaden investment objective/strategies; Board indicated intent to sell substantially all portfolio securities and declare a special cash distribution of ~30% of net assets if proposals pass; tender offer contingent on discount >10% for 10 consecutive business days in 2025 (minimum 15% of shares at ≥98% of NAV) .
Compensation Structure Analysis
• Cash-only framework: Compensation for Mr. Dakos is disclosed as aggregate cash fees; no equity awards or formulaic incentive metrics are presented—implying low explicit pay-for-performance linkage within SWZ’s disclosures .
• Stability: Aggregate compensation has been stable in the ~$89–$91k range since 2020 after a lower level in 2019, suggesting minimal variability and no disclosed “at-risk” components .
• Dual role & independence: Mr. Dakos serves as both CEO and Chairman while being an “interested person”; independence concerns are mitigated by majority Non-Interested Directors and independent committee leadership (including a Lead Independent Director) .
Vesting Schedules and Insider Selling Pressure
No vesting schedules or equity grant disclosures for Mr. Dakos. Ownership is modest relative to shares outstanding; no pledge/hedge disclosures identified in proxy materials reviewed .
Director Compensation (Structure Context)
• Non-Interested Director pay: Annual retainer $42,000; Chairman $56,000; committee chairs $48,000; meeting fees as noted; Mr. Dakos’ aggregate compensation reflects his officer role and chairmanship rather than equity-linked director pay .
• Historical note: 2018 proxy stated no director compensation for Mr. Dakos due to “interested person” status under By-Laws, highlighting a shift to reporting aggregate officer/director compensation in later proxies .
Say-on-Pay & Shareholder Feedback
No say-on-pay votes disclosed; standard closed-end fund proxy matters included auditor ratification and director elections; governance committee procedures attached to proxies .
Risk Indicators & Red Flags
• Conflicts: Affiliation with Bulldog Investors (and Ryan Heritage) while SWZ pursued reimbursement to Bulldog (2018) and later proposed entering an advisory agreement with Bulldog (2025)—potential related-party and conflict-of-interest considerations .
• Litigation history: 2017 class action referenced; Board formed an ad hoc litigation committee, underscoring governance complexity (historical) .
• Dual-role governance: CEO + Chairman status and “interested person” designation; mitigants include majority Non-Interested board and independent committees .
• Ownership alignment: Small personal stake (~0.024% based on 2024 record date), potentially limiting direct economic alignment; no ownership guideline disclosed .
Compensation Peer Group
No compensation peer group or target percentile disclosures identified in proxies reviewed .
Expertise & Qualifications
• Professional background: Over 20 years investment management, activist closed-end fund experience; multiple public fund boards; partner at Bulldog and Ryan Heritage .
• Formal education credentials not disclosed in proxies reviewed .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bulldog Investors, LLP | Partner | Since 2009 | Activist/value investing; adviser to SPE and SMAs |
| Ryan Heritage, LLP | Partner | Since 2019 | Sub-adviser to Horizon Kinetics SPAC Active ETF |
| SWZ | Director/Chairman/President & CEO | Director 2017; Chairman 2018; CEO 2019– | Transition leadership concurrent with Schroders executive resignations |
Compensation Committee Analysis
Governance/Nominating Committee (independent members Dayan, Goldstein; Goldstein is Chair) oversees board nominations and governance assessments; no disclosure that an independent compensation consultant is engaged, and executive pay details are limited to aggregate compensation .
Investment Implications
• Alignment: Cash-only and relatively small personal shareholding suggest limited direct pay-for-performance alignment; absence of equity awards reduces potential insider selling pressure from vesting but also weakens alignment with long-term NAV/discount outcomes .
• Governance/conflicts: The 2025 advisory proposal with Bulldog and prior reimbursement to Bulldog highlight related-party dynamics; investors should monitor disclosure quality, board independence, and execution of discount management actions (special distribution, NAV-tied tender) for trading signals .
• Execution risk: Dual role CEO/Chairman with activist background can catalyze corporate actions (distributions/tenders), but limited disclosed performance incentives and small ownership may place emphasis on external firm strategies rather than personal economic alignment .