Luke E. Sims

About Luke E. Sims

Luke E. Sims, 75, is President, CEO, and a Director of Eagle Capital Growth Fund, Inc. (GRF); he has served as a director since 2002 and is Chairman of Sims Capital Management LLC, the Fund’s investment adviser. He is a retired Partner of Foley & Lardner LLP (1976–2010) with extensive public-company, securities, and M&A legal experience, and previously served 25 years on LaCrosse Footwear’s board. He beneficially owns 294,674 GRF shares (7.4%) as of the Feb 21, 2025 record date; 11,389 additional shares are owned by his spouse, which he disclaims. In April 2025, shareholders re-elected him with 2,236,535 votes For and 58,738 Withheld, indicating strong support .

Past Roles

External Roles

Fixed Compensation

No Fund officer receives compensation from GRF for service as an officer; interested directors (including Luke) also receive no director fees.

GRF’s proxies and reports state: “No Fund officer receives compensation from the Fund for service as an officer,” and interested persons (Luke; David C. Sims) are not entitled to director fees .

Performance Compensation

Not applicable. Proxies and reports disclose no stock awards, options, PSUs/RSUs, or performance-metric-based incentives for Fund officers (Luke receives no compensation from GRF in his officer capacity; interested directors receive no director fees) .

Equity Ownership & Alignment

• Beneficial ownership history (director-level alignment) | Record date | Shares beneficially owned | % of class | Notes | |---|---:|---:|---| | 2021 Proxy (record date 2021) | 311,660 | 7.8% | Includes 11,389 spouse shares disclaimed | | 2022 Proxy (record date 2022) | 301,660 | 7.6% | Includes 11,389 spouse shares disclaimed | | 2024 Proxy (record date Feb 23, 2024) | 291,660 | 7.4% | Includes 11,389 spouse shares disclaimed | | 2025 Proxy (record date Feb 21, 2025) | 294,674 | 7.4% | Includes 11,389 spouse shares disclaimed |

• Adviser-managed (non-beneficial) client holdings (disclaimed by Luke and David as fiduciary) | Record date | SCM client GRF shares (fiduciary capacity) | |---|---:| | 2022 Proxy | 405,517 | | 2024 Proxy | 445,539 | | 2025 Proxy | 560,138 |

• Insider trading (recent disclosed transaction) | Date | Transaction | Shares | Price | |---|---|---:|---:| | 2023-08-28 | Open-market sale | 5,000 | $8.88 |

Notes:

• Luke’s spouse owns 11,389 shares; Luke disclaims beneficial ownership of those shares .
• Luke and David disclaim beneficial ownership of shares held in SCM client accounts (fiduciary) .

Employment Terms

• Advisory structure: GRF’s investment adviser is Sims Capital Management LLC, managed by Luke and David C. Sims. The advisory agreement is extended through February 2026 (previously through February 2025) .
• Indemnification: Under Maryland law and organizational documents, officers and directors are indemnified against certain liabilities arising from their duties .
• Executive employment contracts, severance/change-in-control, clawbacks, hedging/pledging, or ownership guidelines are not detailed in the cited proxy sections; GRF does not operate traditional executive pay programs for Fund officers (no cash/equity compensation from GRF) .

Board Governance (including Luke E. Sims’ board service)

• Board service and independence

  • Luke is a Class III Director (since 2002), President and CEO; he is an Interested Person (not independent) under the Investment Company Act and NYSE American rules .
  • The Chairman (Robert M. Bilkie, Jr.) is non-executive and not an Interested Person; GRF explicitly separates Chairman and CEO roles .

• Committees and attendance

  • Only committee: Audit Committee (Chair: Neal F. Zalenko; Members: Zalenko, Hanrahan, Holth, Tyler; all independent; all designated “audit committee financial experts”) .
  • Board met three times in 2024; each director attended at least 75% of Board/committee meetings; Audit Committee met twice in 2024 .
  • GRF has no nominating or compensation committees; the full Board handles nominations .

• 2025 director election outcome (support signal)

  • Luke E. Sims re-elected (For 2,236,535; Withheld 58,738) .

Director Compensation (Luke E. Sims)

Interested directors (Luke; David C. Sims) receive no director fees from GRF; only non-interested directors receive retainers/committee fees .

Related-Party Dynamics (Adviser Economics)

Luke and David co-own SCM (50% each). GRF pays advisory fees to SCM (economics accrue to SCM and thus indirectly to Luke and David).

Advisory agreement term: Extended through February 2026 (from February 2025) .

Risk Indicators and Governance Flags

• Related party/adviser control: Luke and David manage SCM, GRF’s adviser, creating inherent conflicts; the Board (independent majority; separate Chair/CEO) oversees the adviser and its fees .
• Section 16 compliance: The proxies disclose one late filing in 2023 and one in 2024; as of mailing dates, all filings current .
• Insider selling: Disclosed sale of 5,000 shares on Aug 28, 2023 at $8.88; otherwise, beneficial stake remains high at ~7.4% .

Performance & Qualifications Snapshot

• Qualifications: 40+ years investing; 34 years corporate legal practice; prior public-company board tenure (LaCrosse Footwear); Chairman of SCM .
• Fund/TSR metrics: Not presented in the cited proxy sections; shareholder support in 2025 director election was strong (For vs. Withheld) .

Investment Implications

• Alignment: Luke’s sizable, long-held stake (~7.4%) suggests alignment with shareholder outcomes; dollar range “Over $100,000” ownership is also disclosed for interested directors .
• Compensation signal: Zero GRF cash/equity comp reduces pay-for-performance concerns at the Fund level; however, meaningful economics flow through the related-party advisory fees at SCM—monitor advisory agreement terms, fee trends, and Board oversight rigor .
• Governance: Separation of Chair/CEO, independent Audit Committee, and regular meeting cadence are positives; absence of nominating/compensation committees and the family management/adviser relationship are structural considerations. Shareholder support in 2025 was robust (re-election margins), but investors should continue to track advisory fee reviews and any insider sales as potential signals .