Carl A. Holth
About Carl A. Holth
Carl A. Holth is an independent director of Eagle Capital Growth Fund, Inc. (GRF), serving since 1989 and currently in Class II with a term expiring in 2027; he is age 92 and retired after a long career in banking/financial services . He is designated an “audit committee financial expert” and serves on GRF’s Audit Committee, meeting NYSE American independence standards . He is a long-tenured, experienced investor and former banker, with no other public company board roles disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banking/financial sector (unspecified) | Banker/Finance executive (retired) | “Long and varied career”; retired | Developed depth in finance; basis for “audit committee financial expert” designation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Other for‑profit companies (unspecified) | Director (prior service) | Not disclosed | Not disclosed |
| Public company boards (other than GRF) | None disclosed | — | — |
Board Governance
| Governance Item | Detail |
|---|---|
| Board class/term | Class II; term expires 2027 |
| Years of service | Director since 1989 |
| Independence status | Independent under NYSE American rules; not an “Interested Person” |
| Committee assignments | Audit Committee member (committee comprises Zalenko—Chair, Hanrahan, Holth, Tyler) |
| Audit committee financial expert | Yes (Holth designated as an “audit committee financial expert”) |
| Board meetings in 2024 | 3 meetings; each director attended at least 75% |
| Audit Committee meetings in 2024 | 2 meetings |
| Annual meeting attendance | All directors attended 2024 annual meeting (in person or by phone) |
| Nominating/Compensation committees | None; board as a whole handles nominations; no compensation committee |
| Chair/CEO structure | Non‑executive, independent Chair separate from CEO |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual director fee (2024) | $13,000 for non‑officer, non‑advisor‑affiliated directors |
| Audit Committee service fee (2024) | $1,750 for committee members |
| Audit Committee Chair retainer (2024) | $1,000 (applies to Chair; Holth is a member) |
| Pension/retirement benefits | None |
| 2024 aggregate compensation (Holth) | $14,750 |
Performance Compensation
- No equity awards, options, or performance‑based compensation for directors were disclosed; the compensation tables list only cash retainers/committee fees and “None” for pension/retirement benefits .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships | None disclosed |
| Investment advisor relationship | Sims Capital Management LLC is GRF’s advisor; independent directors and their immediate family members are not record or beneficial owners of any securities of the advisor or its affiliates |
| Advisory agreement status | Advisory Agreement extended through February 2026 |
Expertise & Qualifications
| Expertise | Evidence |
|---|---|
| Financial/accounting | Designated “audit committee financial expert” |
| Banking/financial industry | Retired after a long career in banking/financial field |
| Governance/investing | Experienced investor; prior service as director of other for‑profit companies (unspecified) |
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Record Date Feb 21, 2025) | 7,037 shares |
| Ownership as % of outstanding | 0.2% |
| Dollar range of holdings (Fund only) | $50,000–$100,000 |
| Pledged/hedged shares | Not disclosed; no pledging disclosed in proxy |
| Stock ownership guidelines | Not disclosed in proxy materials |
| Aggregate beneficial ownership (all directors/officers) | 553,525 shares (14.0%)—context for board alignment |
Governance Assessment
- Independence and expertise: Holth is independent under NYSE American rules and designated an “audit committee financial expert,” strengthening audit oversight .
- Engagement: Attendance threshold met (≥75%) with 3 board meetings and 2 audit committee meetings in 2024; all directors attended the annual meeting .
- Alignment: Holds 7,037 shares (0.2% of shares outstanding) with dollar range $50,000–$100,000, indicating personal alignment without control influence .
- Structure: Independent, non‑executive Chair and separation of Chair/CEO roles provide checks and balances; however, there is no nominating or compensation committee, with the board handling nominations directly .
- Conflicts: Advisor (Sims Capital Management) is managed by executives/insiders, but independent directors and their families do not own securities of the advisor or affiliates, mitigating direct related‑party exposure for Holth .
- Tenure consideration: Very long tenure (since 1989) and advanced age (92) are notable from a board refreshment perspective; facts noted without judgment .