Randall C. Barnes
About Randall C. Barnes
Randall C. Barnes (born 1951) is an Independent Trustee of Guggenheim Strategic Opportunities Fund (GOF) and currently serves as Chair of the Valuation Oversight Committee. He has served as a trustee across the Guggenheim Fund Complex since 2004 and on GOF’s board since 2007; his background includes senior finance roles at PepsiCo (Treasurer; SVP Strategic Planning) and President of Pizza Hut International, and he has been a private investor since 2001 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | Senior Vice President and Treasurer | 1993–1997 | Corporate finance leadership; treasury oversight |
| Pizza Hut International | President | 1991–1993 | Global operations and strategy leadership |
| PepsiCo, Inc. | SVP Strategic Planning & New Business Development | 1987–1990 | Strategy, new ventures, capital allocation |
| Private Investor | Investor | 2001–present | Personal investment experience; governance acumen |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Advent Convertible and Income Fund | Director/Trustee | 2005–present | Current board service |
| Purpose Investments Funds | Director/Trustee | 2013–present | Current board service |
| Multiple Guggenheim open-end funds (Fund Complex) | Trustee | Since 2004 (varies by trust) | Also boards of Guggenheim Funds Trust, Strategy Funds Trust, Variable Funds Trust, Rydex funds |
Board Governance
- Classification and tenure: GOF Board is classified; Barnes is a Class I Trustee expected to stand for election in 2026; he has served on GOF since 2007 and in the Fund Complex since 2004 .
- Independence: Barnes is an Independent Trustee under the 1940 Act and Exchange Act Rule 10A‑3; GOF’s Board has an Independent Chair (Ronald E. Toupin, Jr.) and a supermajority of Independent Trustees .
- Committee assignments: Audit Committee (member), Nominating & Governance Committee (member), Contracts Review Committee (member), Valuation Oversight Committee (Chair) .
- Attendance: Each Trustee attended at least 75% of Board and committee meetings in FY ended 5/31/2024 .
| GOF FY Ended 5/31/2024 | Board Meetings | Audit Committee | Nominating & Governance | Contracts Review | Valuation Oversight |
|---|---|---|---|---|---|
| Meeting Count | 6 | 7 | 3 | 2 | 4 |
Fixed Compensation
- Structure: Independent Trustees receive an annual retainer (with additional retainers for committee chairs and Independent Chair) plus fees for special Board/Committee meetings; expenses reimbursed; no pension or retirement benefits are accrued or paid .
- Compensation committee: The Board does not have a standing compensation committee; compensation policy overseen via Board processes .
- Rate change: Compensation amounts changed effective January 1, 2025 .
| Compensation Metric | 2023 | 2024 |
|---|---|---|
| Total Compensation from Fund Complex (Barnes) | $365,000 | $377,500 |
| Aggregate Compensation Paid by GOF (Barnes) | $24,254 | $36,128 |
| Pension/Retirement Benefits | None | None |
Performance Compensation
- Equity awards (RSUs/PSUs), Option awards, Performance metrics: None disclosed for Trustees; compensation is retainers and meeting fees only .
| Component | Disclosure | Details |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed | — |
| Option awards | None disclosed | — |
| Performance metrics tied to pay | None disclosed | — |
| Clawbacks / Change-of-control | Not disclosed for Trustees | — |
Other Directorships & Interlocks
| Company/Trust | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Advent Convertible and Income Fund | Investment fund | Director/Trustee | No interest in GOF Adviser/Sub-Adviser as of 12/31/2024; reduces conflict risk |
| Purpose Investments Funds | Investment fund | Director/Trustee | Same as above |
| Guggenheim Funds Trust, Strategy Funds Trust, Variable Funds Trust, Rydex funds | Fund Complex | Trustee | Shared service providers; Independent status maintained; no interest in Adviser/Sub‑Adviser as of 12/31/2024 |
Expertise & Qualifications
- Financial, accounting, regulatory, governance, and investment expertise through trustee service, chairing the Valuation Oversight Committee, prior executive roles (Treasurer of PepsiCo; President Pizza Hut International), and personal investment experience .
Equity Ownership
- Beneficial ownership dollar range (as of December 31):
- 2023: GOF “Over $100,000” .
- 2024: GOF “None” .
- Group ownership: Trustees and officers as a group owned less than 1% of outstanding shares of each Fund as of 12/31/2024 .
| Period | GOF Dollar Range (Barnes) |
|---|---|
| 2023 | Over $100,000 |
| 2024 | None |
RED FLAG: Year-over-year shift from “Over $100,000” in GOF (2023) to “None” (2024) may indicate reduced personal alignment with GOF shareholders; note that the Fund does not disclose ownership guidelines for Trustees .
Governance Assessment
-
Strengths:
- Deep finance and valuation credentials; chairs Valuation Oversight Committee, a critical function for fair value determinations under Rule 2a‑5 .
- Active committee service across Audit, Nominating & Governance, Contracts Review—supports board effectiveness; Board structure emphasizes independence (Independent Chair; supermajority independent) .
- Attendance thresholds met; meeting cadence suggests regular oversight (Board 6, Audit 7, Valuation 4 in FY 2024) .
- No interests by Barnes or immediate family in Adviser/Sub‑Adviser as of 12/31/2024—low related‑party risk .
-
Watch items / potential concerns:
- No disclosed equity compensation or formal stock ownership guideline for Trustees; Barnes’ reduction to zero GOF holdings by 2024 contrasts with prior year, potentially weakening “skin‑in‑the‑game” optics .
- Board has no standing compensation committee (typical for funds) but changes in trustee compensation took effect Jan 1, 2025—monitor for pay escalation vs governance outcomes .