Anne M. Nichols
About Anne M. Nichols
Anne M. Nichols, age 63, is an independent Class II director of Eagle Capital Growth Fund, Inc. (GRF), serving since 2021; her current term expires in 2027. She is a Chartered Financial Analyst (CFA) and a Managing Director at Fern Capital Inc., with decades of professional and personal investing experience and committee involvement in investor education and community investment organizations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fern Capital Inc. | Managing Director | Past 5 years (as disclosed) | Investment advisory leadership; finance/investing expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NAIC/BetterInvesting Editorial Advisory Committee | Member | Not disclosed | Investor education focus |
| Mercy High School | Finance and Investment Committees – Member | Not disclosed | Community/education investing oversight |
| Michigan Women’s Forward | Investment Committee – Member | Not disclosed | Community investment committee member |
Board Governance
- Independence: Nichols is independent under NYSE American rules; not an “Interested Person” under the Investment Company Act .
- Committees: The Fund has only one committee—the Audit Committee (members: Zalenko [Chair], Hanrahan, Holth, Tyler). Nichols is not listed as a member; there are no nominating or compensation committees (nomination handled by the full Board) .
- Attendance: The Board met three times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting. Similarly, three meetings in 2023 with ≥75% attendance and full annual meeting attendance .
- Structure: Independent Chairman (Robert M. Bilkie, Jr.) separate from CEO; Board explicitly cites benefits of chair/CEO separation .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer (directors) | $12,000 | $13,000 |
| Audit Committee membership fee | $0 (not a member) | $0 (not a member) |
| Audit Committee chair retainer | $0 | $0 |
| Meeting fees | Not disclosed (none specified) | Not disclosed (none specified) |
| Total cash compensation (Nichols) | $12,000 | $13,000 |
Notes:
- Directors’ fees are payable only to directors who are not officers or affiliated with the Advisor; officer-directors receive $0 from the Fund .
- Fee schedule increased in 2024; Audit Committee fee and chair retainer apply only to members/chair, respectively .
Performance Compensation
| Component | Status | Detail |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed for directors | Director compensation tables list only cash fees; no equity awards reported |
| Option awards | Not disclosed for directors | No options reported in director compensation tables |
| Performance metrics (e.g., TSR, EBITDA) | Not applicable | No performance-linked director pay disclosed |
| Clawbacks / gross-ups / severance | Not disclosed for directors | No director-specific provisions disclosed |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None (public companies) | — | — | Proxy discloses no other public company directorships for Nichols |
Expertise & Qualifications
- CFA designation; extensive investing background; Managing Director at Fern Capital .
- Active in investor education and community investment committees (BetterInvesting, Mercy High School, Michigan Women’s Forward) .
- Board emphasizes director qualifications such as integrity, business savvy, shareholder orientation, and interest in the company .
Equity Ownership
| As of Record Date | Shares Beneficially Owned | % of Class | Dollar Range of Equity in Fund |
|---|---|---|---|
| Feb 23, 2024 | 1,000 | <0.1% | $1–$10,000 (valued at $9.28/share) |
| Feb 21, 2025 | 1,000 | <0.1% | $1–$10,000 (valued at $9.81/share) |
Additional governance alignment facts:
- Shares outstanding: 3,967,836 at both 2024 and 2025 record dates; board highlights dollar-range ownership bands for directors .
- No disclosure of pledged shares for Nichols; no director equity grants reported .
Governance Assessment
- Strengths: Independent status; consistent meeting attendance; independent chair separate from CEO; clear audit oversight structure; Nichols brings CFA-level investment expertise and active involvement in investor education/community investment committees .
- Potential concerns:
- Low personal share ownership (1,000 shares; <0.1%) may limit “skin-in-the-game” alignment for a pure cash-fee director model .
- Board lacks separate nominating and compensation committees; nomination handled by full Board and no compensation committee provides reduced formal oversight typical of larger funds .
- General Section 16(a) compliance note: one late beneficial ownership filing in 2024 and one in 2023 (not attributed to Nichols), indicating minor governance process risk at the board level .
- Conflicts/related-party exposure: Nichols is independent; proxies disclose that non-interested directors and their immediate family members are not record/beneficial owners of the Advisor (Sims Capital Management LLC) or its affiliates—mitigating advisor-related conflicts for independent directors .
Overall, Nichols appears to be a qualified, independent director with strong investing credentials and reliable attendance. Alignment could be improved via higher ownership or equity-based director compensation, but GRF’s governance framework uses cash-only director fees and maintains separation of chair/CEO with a functioning Audit Committee, while lacking dedicated nominating/compensation committees .