Jason W. Allen
About Jason W. Allen
Jason W. Allen is an independent director of Eagle Capital Growth Fund, Inc. (GRF), serving since 2021 with a current Class I term expiring in 2026. He is age 53 and a Partner at Foley & Lardner LLP, where he has practiced corporate law since 1999 with specialties in mergers and acquisitions and capital markets; he is described as a long-term investor with extensive personal equity investing experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eagle Capital Growth Fund, Inc. | Director (Independent) | Director since 2021; Class I term expires 2026 | Not on Audit Committee; independent under NYSE American rules |
| Foley & Lardner LLP | Partner, Corporate Lawyer (M&A, Capital Markets) | Since 1999 | Regularly involved in equity and debt markets; brings capital markets insight |
External Roles
| Organization | Role | Public Company Boards | Notes |
|---|---|---|---|
| Foley & Lardner LLP | Partner | None | No other public company directorships disclosed |
Board Governance
- Committee structure: GRF has only one standing committee—the Audit Committee—comprised of Messrs. Zalenko (Chair), Hanrahan, Holth, and Tyler; Jason W. Allen is not a member .
- Independence: Allen is independent under NYSE American LLC rules; GRF’s Chairman (Robert M. Bilkie, Jr.) is not an Interested Person, and CEO and Chairman roles are separated .
- Attendance: The Board met three times in 2024; each director attended at least 75% of Board and committee meetings. The Board also met three times in 2023 with at least 75% attendance by each director .
- Years of service: Director since 2021; term expires in 2026 (Class I) .
| Year | Board Meetings Held | Director Attendance |
|---|---|---|
| 2023 | 3 | Each director attended ≥75% |
| 2024 | 3 | Each director attended ≥75% |
Fixed Compensation
- Director fees (structure): In 2023, annual retainer $12,000; Audit Committee membership $1,250; Audit Committee Chair retainer $750. In 2024, annual retainer $13,000; Audit Committee membership $1,750; Audit Committee Chair retainer $1,000 .
- Jason W. Allen’s actual compensation: $12,000 in 2023; $13,000 in 2024. No pension or retirement benefits; no estimated annual benefits upon retirement .
| Year | Annual Director Retainer | Audit Committee Membership Fee | Audit Committee Chair Retainer | Jason W. Allen – Aggregate Compensation |
|---|---|---|---|---|
| 2023 | $12,000 | $1,250 | $750 | $12,000 |
| 2024 | $13,000 | $1,750 | $1,000 | $13,000 |
Performance Compensation
- No performance-linked compensation for directors is disclosed. Director compensation consists of fixed cash retainers; no equity grants or options are mentioned in the proxy compensation tables .
| Performance Metric | Status |
|---|---|
| Equity/Option Awards | None disclosed |
| Bonus/Performance-linked Pay | None disclosed |
Other Directorships & Interlocks
- Public company boards: None for Jason W. Allen .
- Network ties: Multiple GRF directors have Foley & Lardner backgrounds (e.g., Phillip J. Hanrahan is a retired partner; Luke E. Sims is a retired partner), which may indicate professional familiarity within the board’s legal cohort .
| Category | Disclosure |
|---|---|
| Current public company boards | None |
| Prior public company boards | Not disclosed |
| Shared affiliations | Foley & Lardner connections on board (Hanrahan; Luke E. Sims) |
Expertise & Qualifications
- Corporate law expertise: M&A and capital markets specialist; regular engagement with equity and debt markets .
- Investor orientation: Identified as a long-term investor with extensive personal equity investing experience .
- Board qualification: Independent director; contributes capital markets insight to a closed-end fund focused on equity investing .
Equity Ownership
- Beneficial ownership: 2,274 shares (0.1%) as of Feb 23, 2024; increased to 3,338 shares (0.1%) as of Feb 21, 2025.
- Dollar range: $10,001–$50,000 in both 2024 and 2025 proxies (based on per-share prices disclosed for record dates) .
| Record Date | Shares Beneficially Owned | Percent of Class | Dollar Range of Equity Securities in Fund |
|---|---|---|---|
| Feb 23, 2024 | 2,274 | 0.1% | $10,001–$50,000 |
| Feb 21, 2025 | 3,338 | 0.1% | $10,001–$50,000 |
- Advisor alignment/conflicts: GRF discloses that no independent director or their immediate family members is the record or beneficial owner of any securities in the Advisor (Sims Capital Management LLC) or its affiliates .
Governance Assessment
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Strengths:
- Independent status under NYSE American rules; not an Interested Person .
- Consistent attendance (≥75%) and Board that met regularly (3 meetings/year) .
- Separation of Chair and CEO roles; Chairman is independent—positive governance structure for checks and balances .
- Relevant capital markets and M&A expertise; long-term investor perspective aligned with fund’s investing mission .
- Personal share ownership with increased holdings from 2024 to 2025, indicating incremental alignment ($10,001–$50,000 dollar range) .
- No independent director ownership in the Advisor or its affiliates, reducing related-party exposure .
-
Weaknesses / RED FLAGS:
- Limited committee engagement: Only Audit Committee exists, and Allen is not a member—reduces direct oversight opportunities beyond full Board .
- Absence of nominating and compensation committees—may be viewed as governance-lite, even if justified by small size; nominations performed by full Board without formal charter .
- Section 16 compliance note: Fund reported a late beneficial ownership filing in both 2023 and 2024 (person not identified); minor compliance signal to monitor .
- Ownership concentration: Significant ownership by insiders Luke E. Sims (7.4%) and David C. Sims (5.5%) may overshadow independent director alignment (Allen at ~0.1%) .
-
Net view: Allen brings capital markets/legal expertise and maintains independence and attendance, with modest but rising personal share ownership. Governance rigor is constrained by GRF’s small size and single-committee model; absence of nominating/compensation committees and insider ownership concentration warrant continued monitoring for board effectiveness and independence preservation .