David C. Sims
Vice President, Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary at EAGLE CAPITAL GROWTH FUND
Executive
Board
About David C. Sims
David C. Sims, age 43, serves as VP, CFO, CCO, Treasurer, Secretary and Director of GRF (Eagle Capital Growth Fund). He has been extensively involved with the Fund since 2007 and has served as a director since 2015; his current Class II term expires in 2027. Sims is a CFA, President of Sims Capital Management LLC (the Fund’s advisor), and Manager of Peregrine Investment Fund LLC. He beneficially owns 217,099 GRF shares (5.5% of outstanding), including 25,426 shares held by his wife (which he disclaims); he and Luke E. Sims also disclaim beneficial ownership of 560,138 Fund shares held in client accounts managed in a fiduciary capacity by Sims Capital Management LLC .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eagle Capital Growth Fund (GRF) | VP, CFO, CCO, Treasurer, Secretary; Director (Class II) | Involved since 2007; Director since 2015; term expires 2027 | Co-manages the Fund’s portfolio and operations; senior officer responsible for finance, compliance, treasury, and corporate secretarial functions |
| Eagle Capital Growth Fund (GRF) | Director | Director since 2015; term expires 2027 | Board oversight of the Fund; Interested Person due to officer role and affiliation with the advisor |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sims Capital Management LLC (Advisor to GRF) | President; Manager (with Luke E. Sims) | Principal occupation during past 5 years; Advisory Agreement extended through Feb 2026 | Leads the Fund’s external advisor; continuity of advisory services contract underpins Fund management through Feb 2026 |
| Peregrine Investment Fund LLC | Manager | Principal occupation during past 5 years | Manages a private investment fund, demonstrating ongoing investment management responsibilities |
Fixed Compensation
| Component | Amount/Policy | Source |
|---|---|---|
| Aggregate compensation from GRF (as Director, 2024) | $0 | Officers receive no compensation from the Fund; Sims is compensated by Sims Capital Management LLC for his services to the Fund |
| Director fees (independents only) | $13,000 base; $1,750 Audit Committee service; $1,000 Audit Committee Chair retainer | Fees payable only to directors who are not officers or affiliated with the Advisor; Sims (Interested Person) receives $0 from the Fund |
Performance Compensation
No performance-linked compensation, equity awards (RSUs/PSUs/options), or incentive metrics (revenue, EBITDA, TSR, ESG) are disclosed for Sims in the Fund’s proxy; Fund officers are not compensated by the Fund, and the proxy does not provide advisor-level details (e.g., salary, bonus, vesting schedules, clawbacks, severance/CoC) .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Shares beneficially owned | 217,099 |
| Percent of shares outstanding | 5.5% |
| Spousal holdings included (disclaimed) | 25,426 |
| Dollar range of equity securities (Record Date price $9.81) | Over $100,000 |
| Disclaimed beneficial ownership in client accounts (SCM) | 560,138 Fund shares held in client accounts (disclaimed by Luke and David) |
Employment Terms
| Term | Detail |
|---|---|
| Compensation source for officer services | Sims Capital Management LLC (Advisor), not the Fund |
| Advisory Agreement term | GRF’s Advisory Agreement with Sims Capital Management LLC extended through February 2026 |
| Board committees impacting compensation | Fund has no compensation committee; only an Audit Committee |
| Individual employment contract, severance, change-of-control, clawback, hedging/pledging policies | Not disclosed in the proxy |
Board Governance
- Service history: Director since 2015 (Class II); term expires 2027 .
- Committee roles: Fund has only an Audit Committee; current members are Zalenko (Chair), Hanrahan, Holth, and Tyler; Sims is not listed as a member .
- Independence: Sims is an “Interested Person” and is not independent due to his officer roles, significant ownership, and affiliation with the advisor; he is also the son of Luke E. Sims (CEO/Director), indicating a family relationship on the board .
- Attendance: Board held three meetings in 2024; each director attended at least 75% of Board and committee meetings .
- Governance structure: The Chairman role is non-executive; the Fund has no nominating or compensation committees (the Board performs those functions as a whole) .
Director Compensation
| Name | Aggregate Compensation from Fund (2024) | Pension/Retirement Benefits | Estimated Annual Benefits Upon Retirement | Total Compensation from Fund and Fund Complex |
|---|---|---|---|---|
| David C. Sims (Director) | $0 | None | None | $0 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None |
| Advisor affiliation | President/Manager at Sims Capital Management LLC (Fund’s advisor) |
| Family interlock | Son of Luke E. Sims (President, CEO, Director; >5% holder) |
Compensation Structure Analysis
- Officers (including Sims) receive no pay from the Fund; independent directors receive modest cash fees; absence of a compensation committee limits formal pay-for-performance oversight at the Fund level .
- Advisor-level compensation (salary/bonus/equity) for Sims is not disclosed in the proxy; therefore, alignment via cash/equity mix, performance metrics, vesting schedules, severance/CoC, clawbacks, and hedging/pledging cannot be assessed from Fund filings .
Risk Indicators & Red Flags
- Non-independence: Sims is an Interested Person and not independent; affiliated with the advisor and a family member of the CEO/Director .
- Dual roles and potential conflicts: Both Luke and David Sims manage the Fund’s advisor (SCM) while serving as Fund directors/officers; advisory oversight relies on the Board (with only an Audit Committee) .
- Ownership concentration: Sims holds 5.5%; combined directors/officers own 14.0% of outstanding, implying notable insider influence on governance .
- Committee structure: No compensation or nominating committees; board executes these functions as a whole, which can reduce specialized oversight .
Investment Implications
- Alignment: Sims’ 5.5% beneficial stake (and “Over $100,000” dollar range) supports meaningful “skin-in-the-game,” with additional advisor-level alignment via leadership of SCM; however, detailed pay-performance linkages are not disclosed at the Fund level .
- Governance and independence: As an Interested Person, with family ties to the CEO and dual roles at the advisor, independence concerns and potential conflicts warrant attention; oversight relies on an independent Audit Committee and a non-executive Chairman but lacks compensation/nominating committees .
- Retention/continuity: Officer compensation flows through SCM, and the Advisory Agreement is extended through February 2026; continuity of Sims’ Fund roles effectively ties to advisor contract renewals and board oversight of the advisory relationship .