Milton Irvin

About Milton M. Irvin

Independent Trustee/Director of Liberty All‑Star Equity Fund (ASG) and Liberty All‑Star Growth Fund since 2018; year of birth 1949 . Background includes senior roles and board service in financial services and academia: Chair, Advisory Board Member at CastleOak Securities (2012–present), Investment Committee Chair at Executive Leadership Council (2006–2020), Board Chair at South Carolina State University (2015–2020), and Graduate Executive Board Member at the Wharton School (2009–2016) . He is classified as independent; the Boards currently comprise only Independent Trustees/Directors . He is nominated to continue service with a term ending 2028 for the Equity Fund if elected at the 2025 annual meeting .

Past Roles

External Roles

Board Governance

• Independence: All Trustees/Directors are independent under NYSE/1940 Act definitions; the Chairman (Thomas W. Brock) is independent .
• Committee memberships:
  • Audit Committee: Irvin is a member; committee chaired by Maureen K. Usifer; all members financially literate; Usifer is the “audit committee financial expert” .
  • Nominating & Governance Committee: Irvin is a member; chaired by John J. Neuhauser; Charter last reviewed December 5, 2024; met twice in FY2024 .
• Attendance:
  • FY2024 meetings held: Board (Equity: 4; Growth: 4), Audit Committees: 4; all sitting Trustees/Directors attended all meetings except Mr. Brock missed August 2024 Audit Committee; none attended the 2024 shareholder annual meetings .
• Tenure and elections:
  • Trustee since 2018 (Equity Fund) with term noted to expire 2025 in the directory table; nominated to a new term ending 2028 .
  • Director since 2018 (Growth Fund) with term noted to expire 2026 in the directory table .
• Executive sessions: Independent Trustees/Directors hold at least one in‑person session annually without management .

FY2024 Meeting Attendance Summary

Fixed Compensation

• Structure overseen by the Nominating & Governance Committee; neither Fund maintains a bonus, profit‑sharing, or retirement plan for Independent Trustees/Directors .
• FY2024 cash compensation (by fund and total complex):

• Year‑over‑year: Total cash compensation increased by $10,000 from FY2023 to FY2024; Equity Fund portion rose ~$7,849; Growth Fund portion rose ~$2,151 .

Performance Compensation

• No performance‑based bonuses or profit‑sharing plans; no RSU/PSU/option awards disclosed for Independent Trustees/Directors .
• No disclosed performance metrics tied to director compensation; no vesting schedules or equity award terms disclosed for directors .

Other Directorships & Interlocks

• Interlocks/conflicts: The proxy notes that as of December 31, 2024, no Independent Trustee/Director or immediate family members owned any class of securities of another investment adviser or Portfolio Manager of either Fund or affiliates, reducing related‑party exposure . Since the beginning of the most recent fiscal year, no Trustee/Director purchased or sold securities exceeding 1% of any class of shares of AAI or any Portfolio Manager or their parents/subsidiaries .

Expertise & Qualifications

• Boards describe Irvin as having “extensive experience in the financial services industry,” with multiple years of service as Trustee/Director and service on university and graduate school boards and an investment committee of a not‑for‑profit .

Equity Ownership

• Beneficial ownership as of December 31, 2024:

• Ownership concentration: Each Trustee/Director (and the group) owned less than 1% of each Fund’s outstanding shares as of December 31, 2024 . FY2023 share counts for Irvin were Equity 7,008 and Growth 8,378, indicating modest increases year‑over‑year .

Governance Assessment

• Strengths:

  • Independence: Full independent board with independent Chair; Irvin qualifies as independent under NYSE and the 1940 Act .
  • Committee effectiveness: Active Audit Committee with designated financial expert; Nominating & Governance Committee Charter reviewed December 5, 2024; regular meetings held .
  • Attendance: Perfect attendance for Irvin at Board and Audit Committee meetings in FY2024; high engagement in formal governance processes .
  • Ownership alignment: Personal holdings in both Funds within the $50k–$100k range per fund; aggregate $100k–$500k across family of funds; below 1% threshold as expected for independent directors .
  • Related‑party risk controls: No securities ownership in advisers/Portfolio Managers by Independent Trustees/Directors; no large transactions with advisers/Portfolio Managers; mitigates conflicts .

• Observations:

  • Compensation is cash‑based with no performance components or equity grants disclosed for Trustees/Directors, typical for closed‑end funds; pay increased moderately from FY2023 to FY2024 .
  • The Boards hold executive sessions with Independent Trustees annually without management, supporting independent oversight .

• RED FLAGS:

  • Shareholder meeting attendance: None of the Trustees/Directors attended the 2024 shareholder annual meetings; not a formal deficiency (no policy requiring it), but optics may concern some investors focused on shareholder engagement .
  • Equity alignment limits: Ownership caps under independence norms and fund scale result in <1% holdings; alignment is present but not concentrated .

Committee Assignments Summary

Directory and Tenure

Director Compensation Details (Context)

• Oversight: Reviewed by the Nominating & Governance Committee .
• No bonus/profit sharing/retirement plan for Independent Trustees/Directors .
• No director equity awards disclosed (RSUs/PSUs/options) .

Share Ownership (Additional Context)

Independence & Conflicts

• Independent classification under NYSE and 1940 Act; Boards majority independent (currently all independent) .
• No securities ownership in advisers/Portfolio Managers or affiliates by Independent Trustees/Directors or immediate family members as of Dec 31, 2024 .
• No large transactions (>1% of outstanding) with AAI/Portfolio Managers by Trustees/Directors since the start of the most recent fiscal year .