Gerald Hellerman
About Gerald Hellerman
Gerald Hellerman is a Non-Interested Director of The Swiss Helvetia Fund, Inc. (SWZ) since 2018. He is age 86 as of the September 6, 2024 record date, and previously served as Managing Director of Hellerman Associates and Chief Compliance Officer at related closed-end funds; his core credentials center on valuations, compliance, and fund governance . He currently chairs the Fund’s Pricing Committee (sole member) and serves on the Audit Committee, signaling specialization in fair value oversight and financial reporting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hellerman Associates (financial/corporate consulting) | Managing Director | Since 1993; activities terminated Dec 31, 2013 | Led consulting operations; background in finance/valuation |
| The Mexico Equity and Income Fund, Inc. | Chief Compliance Officer | 2001–Mar 31, 2020 | Compliance oversight; stepped down Mar 31, 2020 |
| Special Opportunities Fund, Inc. (SPE) | Chief Compliance Officer | 2009–Mar 31, 2020 | Compliance oversight; stepped down Mar 31, 2020 |
| MVC Capital, Inc. | Director | Until 2020 | Board service at public company BDC |
| Crossroads Liquidating Trust (formerly Crossroads Capital, Inc.) | Trustee | Until 2020 | Post-liquidation trust governance |
| Fiera Capital Series Trust | Trustee | 2017–2023 | Oversight at registered trust |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| The Mexico Equity and Income Fund, Inc. | Director | Since 2001 |
| Special Opportunities Fund, Inc. (SPE) | Director | Since 2009 |
| High Income Securities Fund | Trustee | Since 2018 |
| MVC Capital, Inc. | Director | Until 2020 |
| Crossroads Liquidating Trust | Trustee | Until 2020 |
| Fiera Capital Series Trust | Trustee | Until 2023 |
Board Governance
- Committee assignments: Member, Audit Committee; Chair and sole member, Pricing Committee overseeing fair valuation of securities without reliable market quotes .
- Independence: Classified as a Non-Interested Director under the 1940 Act .
- Attendance and engagement:
- Board met 4 times in 2023; each director attended at least 75% of Board and committee meetings; Pricing Committee held 1 meeting .
- Board met 6 times in 2022; each director attended at least 75%; Pricing Committee held 1 meeting .
- Board met 5 times in 2021; each director attended at least 75%; Pricing Committee held 1 meeting .
- Board met 9 times in 2019; each director attended at least 75%; Pricing Committee held 1 meeting .
- Lead Independent Director context: Moritz A. Sell serves as Lead Independent Director and chairs the Audit Committee, complementing Hellerman’s Pricing oversight .
Fixed Compensation
- Compensation structure (non-equity): Non-Interested Directors receive annual retainer and meeting fees; Committee Chairs receive higher retainers. In 2023, annual retainer $42,000; Chairman $56,000; each standing Committee Chair $48,000; $2,000 per in-person Board meeting; $750 per telephonic Board meeting; $750 per Committee meeting; reimbursement of out-of-pocket expenses . The same structure is disclosed for 2022 and 2021; consistent framework existed in 2019 as well .
| Year | Aggregate Compensation from Fund (Hellerman) | Notes |
|---|---|---|
| 2019 | $48,500 | Chair, Pricing Committee; retainer + meeting fees |
| 2021 | $61,250 | Chair, Pricing Committee; retainer + meeting fees |
| 2022 | $62,000 | Chair, Pricing Committee; retainer + meeting fees |
| 2023 | $60,500 | Chair, Pricing Committee; retainer + meeting fees |
Compensation schedule detail (reference year 2023):
| Component | Amount/Rate |
|---|---|
| Annual retainer (Non-Interested Director) | $42,000 |
| Chair retainer (each standing Committee) | $48,000 |
| In-person Board meeting fee | $2,000 |
| Telephonic Board meeting fee | $750 |
| Committee meeting fee (member) | $750 |
Performance Compensation
| Item | Disclosure |
|---|---|
| Target bonus % | Not applicable; directors are paid retainers/fees only |
| Actual bonus paid | None disclosed |
| Stock awards (RSUs/PSUs) | None disclosed; proxies list cash retainers/fees only |
| Option awards | None disclosed |
| Performance metrics tied to compensation | None disclosed |
| Pension/SERP | $0; no retirement benefits accruals |
Other Directorships & Interlocks
| Company | Role | Relationship/Interlock |
|---|---|---|
| Special Opportunities Fund, Inc. (SPE) | Director | SPE is associated with Bulldog Investors; interlock relevant given proposed SWZ advisory change to Bulldog |
| The Mexico Equity and Income Fund, Inc. | Director | Historic CCO and director; Bulldog principals have longstanding involvement across related funds |
| High Income Securities Fund | Trustee | Overseen alongside other Bulldog-affiliated entities |
| MVC Capital, Inc. | Director (until 2020) | Prior public company board service |
| Crossroads Liquidating Trust | Trustee (until 2020) | Oversight of liquidating trust |
| Fiera Capital Series Trust | Trustee (until 2023) | Registered trust governance |
- Governance process for Bulldog proposal: A committee of Non-Bulldog Directors (Dayan, Hellerman, Sell) led executive sessions with Goldstein and Dakos across four in-person meetings in 2023–2024, considered Bulldog’s profitability and ancillary benefits, and unanimously approved recommending the advisory agreement; Bulldog would deduct fees paid to Bulldog-affiliated officers/directors from its advisory fee .
Expertise & Qualifications
- Valuation oversight: Chairs Pricing Committee; responsible for fair valuation of securities lacking reliable quotes .
- Compliance and governance: Former CCO at two closed-end funds; deep experience in fund operations and regulatory compliance .
- Capital markets governance: Multi-fund board/trustee roles across closed-end funds and investment trusts .
Equity Ownership
| Year/As-of Date | Shares Beneficially Owned | Dollar Range | Notes |
|---|---|---|---|
| Aug 15, 2019 | 1,041 | $1–$10,000 | Pre-tender offer period |
| Dec 31, 2019 (tender event noted) | — | — | Disposed 691 shares in Nov 2018 tender offer |
| Jul 15, 2022 | 5,324 | $10,001–$50,000 | Director since 2018 |
| Sep 6, 2024 | 5,324 | $50,001–$100,000 | Increased reported dollar range |
| Jan 24, 2025 (record date) | — | $10,001–$50,000 | Latest dollar range table; group holdings <1% |
- Group ownership: Directors and executive officers as a group (8 persons) owned 21,998 shares (<1% of outstanding) as of the 2025 record date .
- Pledging/hedging: No pledging or hedging disclosures found in proxies; not indicated for Hellerman .
Governance Assessment
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Board effectiveness: Hellerman’s sole-chair role on the Pricing Committee and Audit Committee membership align with a governance profile focused on fair valuation and financial oversight; attendance thresholds met across years indicate engagement .
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Independence and conflicts: He is a Non-Interested Director at SWZ; however, interlocks with Bulldog-advised funds (SPE, Mexico Equity & Income Fund, High Income Securities Fund) present potential perceived conflicts as SWZ considers Bulldog as adviser—mitigated by his inclusion on the Non-Bulldog Directors committee that evaluated the proposal in executive session .
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Compensation alignment: Cash-only retainers/fees, no equity or performance-based elements; as Chair of the Pricing Committee, compensation modestly above base via chair retainer; no pensions/retirement benefits, which reduces entrenchment risk but offers limited stock-based alignment typical of closed-end fund boards .
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Ownership signal: Holds 5,324 shares with dollar range rising to $50,001–$100,000 by 2024; historically participated in the 2018 tender offer (disposed 691 shares), indicating active portfolio actions consistent with shareholder liquidity events .
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RED FLAGS
- Interlocks with Bulldog-advised entities while SWZ seeks to appoint Bulldog as adviser could present perceived conflicts; continued transparency and recusal standards are advisable .
- Advisory fee increase under proposed Bulldog agreement (to 1.00% of average weekly total assets) vs prior schedule, even after offsets, may invite scrutiny; however, Non-Bulldog Directors assessed Bulldog’s profitability and ancillary benefits as reasonable .
- No director equity compensation or ownership guidelines disclosed, limiting formal pay-for-performance alignment mechanisms .
Overall, Hellerman’s governance profile emphasizes valuation rigor and compliance experience, balanced by independence at SWZ and careful committee-based evaluation of adviser changes amid interlocks with Bulldog-advised funds .