Stephanie Darling
About Stephanie Darling
Stephanie Darling (55) serves as Chief Compliance Officer of the Fund since 2019; her biography discloses concurrent roles as General Counsel and Chief Compliance Officer of Bulldog Investors, LLP, as well as Chief Compliance Officer across several affiliated funds, principal of The Law Office of Stephanie Darling, and Editor-in-Chief of The Investment Lawyer . The Board’s risk oversight relies on reports from senior officers including the Chief Compliance Officer, underscoring her central role in compliance and risk controls . Executive performance metrics (e.g., TSR, revenue, EBITDA) tied to her compensation are not disclosed; the Fund’s 2025 special meeting proposals focused on adviser transition, a special cash distribution, and potential tender offer mechanics rather than officer incentive design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Swiss Helvetia Fund, Inc. (Fund) | Chief Compliance Officer | 2019–present | Supports Board risk oversight via policies, procedures, and reporting in coordination with senior officers and service providers |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bulldog Investors, LLP | General Counsel & Chief Compliance Officer | Past five years (disclosed) | Legal and compliance leadership for investment adviser to the Fund |
| Ryan Heritage, LLP | Chief Compliance Officer | Past five years (disclosed) | Compliance oversight within adviser-affiliated entities |
| High Income Securities Fund (NYSE: PCF) | Chief Compliance Officer | Past five years (disclosed) | Compliance oversight across fund complex; supports governance and control environment |
| Special Opportunities Fund, Inc. (NYSE: SPE) | Chief Compliance Officer | Past five years (disclosed) | Compliance oversight across fund complex; supports governance and control environment |
| Mexico Equity and Income Fund, Inc. | Chief Compliance Officer | Past five years (disclosed) | Compliance oversight across fund complex; supports governance and control environment |
| The Law Office of Stephanie Darling | Principal | Past five years (disclosed) | Legal advisory capacity complementary to fund/adviser compliance roles |
| The Investment Lawyer | Editor-in-Chief | Past five years (disclosed) | Thought leadership in investment law and compliance |
Fixed Compensation
| Pay Element | Amount | Notes |
|---|---|---|
| Chief Compliance Officer annual fee | $54,000 | The Fund pays fixed annual officer fees; no bonus/profit sharing/pension plan disclosed for the Fund |
Performance Compensation
- No performance-based compensation metrics (e.g., revenue growth, EBITDA, TSR percentile, ESG goals), equity incentives (RSUs/PSUs/options), vesting schedules, severance multiples, or change-of-control acceleration terms are disclosed for the Chief Compliance Officer in the Fund’s proxy/registration filings reviewed .
- The Fund states it does not have a bonus, profit sharing, pension or retirement plan, indicating the absence of variable cash incentive structures commonly tied to financial/operational metrics .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership in the Fund | Dollar range: None |
| Group ownership | Directors and officers, as a group, owned less than 5% of outstanding shares as of October 20, 2025 |
| Vested vs. unvested shares | Not disclosed in filings reviewed |
| Options (exercisable/unexercisable) | Not disclosed in filings reviewed |
| Shares pledged as collateral | Not disclosed in filings reviewed |
| Stock ownership guidelines | Not disclosed in filings reviewed |
| Compliance with ownership guidelines | Not disclosed in filings reviewed |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | 2019 (appointed Chief Compliance Officer of the Fund) |
| Contract term | Executive officers serve on a year-to-year basis for an indefinite term, until a successor is elected and qualified |
| Auto-renewal clause | Year-to-year indefinite service (functional auto-renewal) |
| Non-compete/non-solicit | Not disclosed in filings reviewed |
| Garden leave/consulting post-termination | Not disclosed in filings reviewed |
| Authorized officer | Named among officers authorized for written instructions in agreements (e.g., subscription/transfer agent communications); contact listed as [email protected] |
Additional Governance and Affiliation Context
- The Board pays fixed fees to officers and directors; the Investment Adviser (Bulldog) receives a 1.00% advisory fee on average weekly total assets, with deductions for officer/director fees of Bulldog-affiliated personnel except the Fund’s Chief Compliance Officer, meaning the CCO fee is not netted against the advisory fee .
- The Fund identifies certain officers (including Ms. Darling) as potentially “interested persons” under the 1940 Act by virtue of affiliation with Bulldog/adviser roles .
- Board committees (Audit & Valuation; Nominating & Corporate Governance) and risk oversight processes rely on reports and policies involving senior officers including the Chief Compliance Officer .
- Filings show Ms. Darling acting as attorney-in-fact on a Form 3 for an adviser principal (Phillip Goldstein), indicating a formal role in SEC filing administration; not indicative of her personal ownership or trading .
Investment Implications
- Compensation alignment: Pay is predominantly fixed cash ($54,000 annual CCO fee) with no disclosed variable incentives or performance metrics; this limits pay-for-performance linkage to Fund outcomes and suggests compliance responsibilities rather than value-creation incentives .
- Insider selling pressure: She discloses no beneficial ownership in the Fund (dollar range: None), implying minimal direct insider trading signal or potential selling pressure from her holdings .
- Governance/risk controls: The CCO role is central to Board risk oversight and compliance policies; her multi-entity CCO/GC experience may strengthen control environment amid adviser transition and strategic changes proposed for 2025 .
- Expense dynamics and affiliations: Advisory fee mechanics exclude deduction of the CCO fee, so her compensation is borne by the Fund alongside the advisory fee; her “interested person” status reflects adviser affiliation, which investors should monitor for potential conflicts balanced by Board oversight and committee independence .
- Retention risk and contracts: Executive officers serve year-to-year with indefinite terms and no disclosed severance or change-of-control economics; retention levers (bonuses, equity) are absent from disclosures, making tenure dependent on role continuity and adviser relationship rather than incentive lock-ins .