Richard Dayan
About Richard Dayan
Independent director of The Swiss Helvetia Fund, Inc. (NYSE: SWZ) since 2018; age 80 as of the 2024 record date. Career operator and owner of Cactus Trading (import/export of clothing & accessories) since 1990; current trustee of High Income Securities Fund (PCF) since 2018. Committee roles at SWZ include Audit Committee member and Governance/Nominating Committee member. Education not disclosed in the company’s proxy statements reviewed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emergent Capital, Inc. (f/k/a Imperial Holdings, Inc.) | Director | Until 2016 | Not disclosed in SWZ proxy |
| Cactus Trading | President & Owner | 1990–present | Business operator/owner experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| High Income Securities Fund (PCF) | Trustee | Since 2018 | PCF is advised by Bulldog Investors; relevant interlock as SWZ considers/considered Bulldog as adviser |
Board Governance
- Independence and structure: Dayan is a Non-Interested (independent) Director under the 1940 Act; Audit and Governance/Nominating Committees are comprised entirely of Non-Interested Directors; Audit members (including Dayan) meet NYSE independence standards. More than 75% of the Board and all committee chairs are Non-Interested Directors. Lead Independent Director: Moritz A. Sell; Audit Chair: Sell; Governance/Nominating Chair: Phillip F. Goldstein; Pricing Committee Chair and sole member: Gerald Hellerman.
- Committee assignments: Audit Committee (member); Governance/Nominating Committee (member). Not a committee chair.
- Attendance: In 2023 the Board met four times; each director attended at least 75% of Board and committee meetings on which they served.
- Special process re: potential adviser change: For the 2025 special meeting proposals to appoint Bulldog Investors and change investment objective/restrictions, the Board formed a committee of Non-Bulldog Directors (Dayan, Hellerman, Sell) to evaluate the proposals in executive sessions, mitigating conflicts inherent with Bulldog-affiliated directors.
Fixed Compensation
| Year (service period) | Aggregate Compensation (Cash) | Pension/Retirement Benefits | Notes |
|---|---|---|---|
| 2022 | $58,250 | $0 | Per SWZ 2023 proxy |
| 2023 | $57,500 | $0 | Per SWZ 2024 proxy |
Compensation structure for Non-Interested Directors (2023):
- Annual retainer: $42,000; Committee chairs: $48,000; Chairman of the Board: $56,000.
- Per-meeting fees: $2,000 per in-person Board meeting; $750 per telephonic Board meeting; $750 per committee meeting; ad hoc incremental work can be compensated; out-of-pocket expenses reimbursed.
Performance Compensation
- No equity awards, options, or performance-based compensation disclosed for directors; compensation shown as cash with no pension or retirement benefits.
- No director performance metrics (e.g., TSR, ESG) tied to pay disclosed. (Not disclosed in the proxy materials reviewed.)
Other Directorships & Interlocks
| Entity | Nature of Interlock | Governance Relevance |
|---|---|---|
| High Income Securities Fund (PCF) | Dayan is a trustee; PCF is advised by Bulldog Investors (since 2024). | Potential perceived conflict as SWZ considered appointing Bulldog as adviser; mitigated by SWZ’s Non-Bulldog Directors committee for deliberations. |
Expertise & Qualifications
- Operating/entrepreneurial experience as president/owner of Cactus Trading (since 1990).
- Closed-end fund governance experience: trustee/director roles at PCF and previously Emergent Capital.
- Active on Audit and Governance/Nominating Committees at SWZ.
Equity Ownership
| As-of Date (record date) | Shares Beneficially Owned | Dollar Range of Equity Securities in SWZ |
|---|---|---|
| Sep 6, 2024 | 0 | $0 |
| Jan 24, 2025 | Not disclosed by share count | $0 |
Notes:
- Directors and officers as a group owned <1% of shares as of Jan 24, 2025; individual dollar range for Dayan: $0.
Governance Assessment
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Strengths
- Independent director with key committee service (Audit; Governance/Nominating); Board majority independent; independent committee chairs.
- Meeting participation threshold met (≥75% attendance).
- Conflict-mitigation measures: formation of “Non-Bulldog Directors” committee (including Dayan) to evaluate proposed Bulldog advisory agreement and strategy shift; Bulldog agreed to offset fees for Bulldog-affiliated officers/directors from advisory fee and to reimburse proxy costs if proposals failed. These features help address potential conflicts.
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Concerns / RED FLAGS
- Alignment: $0 ownership in SWZ (no skin-in-the-game) as of both 2024 and 2025 records.
- Interlocks: Dayan serves as trustee of PCF, a fund advised by Bulldog; while he was classified as a Non-Bulldog (not an “interested person” of Bulldog) director at SWZ, this cross-board exposure can raise perception of conflicts as SWZ considers Bulldog as adviser. Process mitigants were used, but investors should monitor ongoing independence and related-party oversight.
- Compensation mix: cash-only director pay (no equity) and absence of ownership guidelines disclosures may weaken alignment; pensions/retirement benefits not provided (neutral) but no equity-retainer structure is disclosed.
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Additional notes
- Committee workloads: Audit Committee met five times in 2023; Governance/Nominating met four times; Pricing met once—indicates active committee cadence.
- Board composition: More than 75% Non-Interested; Lead Independent Director in place.