Donald G. Tyler
About Donald G. Tyler
Independent director of Eagle Capital Growth Fund (GRF) since 2010; age 72 as of the 2025 proxy. Retired executive with 27+ years in the mutual fund industry and prior public-sector administration experience overseeing a >$1.3B budget at Milwaukee County. Roles include VP of Investment Products & Services at Northwestern Mutual (2003–2010) and interim President & Executive Director at Milwaukee Symphony Orchestra (2010). Designated “audit committee financial expert” and deemed independent under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Milwaukee County, Wisconsin | Director of Administrative Services | 2012–2014 | Oversaw budget >$1.3B |
| Milwaukee Symphony Orchestra | Interim President & Executive Director | 2010 | Turnaround/leadership role |
| Northwestern Mutual | VP, Investment Products & Services | 2003–2010 | Mutual fund marketing/distribution leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Independence: The Board identifies Mr. Tyler as independent under NYSE American rules; he is not an “Interested Person” of the Fund .
- Committee assignments: Audit Committee member; Audit Committee chaired by Neal F. Zalenko .
- Financial expert designation: Audit Committee determined all members, including Tyler, to be “audit committee financial experts” per SEC rules .
- Meetings and attendance: Board met 3 times in 2024; Audit Committee met 2 times in 2024; each director attended at least 75% of meetings; all directors attended the 2024 annual meeting in person or by phone .
- Structure: The Fund has only one committee (Audit) and no standing nominating or compensation committees due to small size; Chairman is independent and separate from CEO .
Fixed Compensation
Director compensation is cash-only retainers; officers/affiliates receive no director fees.
| Fee Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual Director Retainer | $12,000 | $12,000 | $13,000 |
| Audit Committee Member Fee | $1,250 | $1,250 | $1,750 |
| Audit Committee Chair Retainer | $750 | $750 | $1,000 |
| Donald G. Tyler – Aggregate Compensation from Fund ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Cash Compensation | $13,250 | $13,250 | $14,750 |
Notes: Directors’ fees are payable only to non-officer, non-advisor-affiliated directors; officers receive $0 from the Fund .
Performance Compensation
No performance-based compensation, equity grants, or options disclosed for directors; compensation tables reflect cash retainers only.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| RSUs/PSUs/options granted | None disclosed | None disclosed | None disclosed |
| Performance metrics tied to pay | None disclosed | None disclosed | None disclosed |
Other Directorships & Interlocks
| Company | Board/Committee Role | Overlap/Interlock | Status |
|---|---|---|---|
| None | — | — | No other public company boards disclosed |
Expertise & Qualifications
- Mutual fund distribution/marketing leadership; investment products expertise .
- Public-sector administrative oversight with large-scale budgeting (> $1.3B) .
- Audit committee financial expertise designation .
- Long-tenured fund governance experience (director since 2010) .
Equity Ownership
| Ownership Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Shares beneficially owned | 12,780 | 12,886 | 12,886 |
| Ownership % of shares outstanding | 0.3% | 0.3% | 0.3% |
| Dollar range of equity in Fund | Over $100,000 | Over $100,000 | Over $100,000 |
Insider Trades and Section 16 Compliance (Company-wide)
| Year | Compliance |
|---|---|
| FY 2022 | All timely filings |
| FY 2023 | One late filing; all current as of mailing |
| FY 2024 | One late filing; all current as of mailing |
Governance Assessment
- Alignment: Tyler holds “Over $100,000” of GRF stock and 12,886 shares (0.3%), signaling skin-in-the-game alongside consistent board and committee attendance .
- Effectiveness: Independent director with relevant mutual fund distribution and administrative experience; Audit Committee financial expert and active in oversight of auditor selection/fees .
- Pay structure: Modest cash-only director fees; FY24 fee increase (director retainer +8% YoY; audit member fee +40% YoY; audit chair retainer +33% YoY) reflects incremental governance compensation adjustments rather than incentive-based pay .
- Structure gaps: Board has no nominating or compensation committees; governance functions are handled by full Board given small size, which may limit dedicated oversight in these areas .
RED FLAGS
- Absence of standing nominating and compensation committees; reliance on full Board process .
- Section 16 compliance noted one late filing in FY2023 and FY2024 (company-wide), a minor but trackable governance signal .
- Advisor affiliation concentrated in CEO and CFO (Luke and David Sims) managing Sims Capital Management LLC; while Tyler is independent, investors should monitor related-party dynamics and advisor oversight quality .