Neal F. Zalenko
About Neal F. Zalenko
Neal F. Zalenko is an independent director of Eagle Capital Growth Fund, Inc. (GRF), serving since 2008; he is age 79 and a certified public accountant best known as Founder and Managing Partner of Zalenko & Associates, P.C., which merged with Baker Tilly in 2005; he remains active as a business advisor and consultant . He is Chairman of GRF’s Audit Committee and has been designated an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zalenko & Associates, P.C. (merged into Baker Tilly) | Founder and Managing Partner | Firm merged in 2005; prior years not disclosed; currently retired but active advisor/consultant | Built and led accounting practice; CPA credentials support Audit Committee chairmanship at GRF |
External Roles
| Organization | Role | Type | Committees/Impact |
|---|---|---|---|
| None disclosed | — | Public company directorships | GRF proxy states no other public company boards for Zalenko |
Board Governance
- Committee assignments: Audit Committee (Chair); members Hanrahan, Holth, Tyler; Zalenko and all committee members are independent and designated “audit committee financial experts” .
- Independence: Zalenko is “not an Interested Person” and is independent under NYSE American rules .
- Attendance: Board met three times in 2024 and 2023; each director attended at least 75% of Board and committee meetings; all directors attended the annual meeting (in person or phone) both years .
- Board structure: Only Audit Committee; no standing nominating or compensation committees due to small size; Chairman of Board (Bilkie) is independent and separate from CEO (Luke E. Sims) .
| Item | 2023 | 2024 |
|---|---|---|
| Board meetings held | 3 | 3 |
| Zalenko meeting attendance | ≥75% of Board/committee meetings | ≥75% of Board/committee meetings |
| Audit Committee meetings | 2 | 2 |
| Committee role | Audit Committee Chair | Audit Committee Chair |
| Independence status | Independent (not an Interested Person) | Independent (not an Interested Person) |
Fixed Compensation
- GRF pays only cash retainers to non‑officer, non‑affiliated directors; officers and Advisor-affiliated individuals receive $0 from the Fund for officer service .
- 2023 retainers: $12,000 director; $1,250 Audit Committee member; $750 Audit Chair (paid quarterly) .
- 2024 retainers: $13,000 director; $1,750 Audit Committee member; $1,000 Audit Chair .
- Aggregate cash paid to Zalenko: $14,000 in 2023; $15,750 in 2024 .
| Component | 2023 | 2024 |
|---|---|---|
| Annual director retainer (cash) | $12,000 | $13,000 |
| Audit Committee membership fee | $1,250 | $1,750 |
| Audit Committee Chair retainer | $750 | $1,000 |
| Aggregate compensation from Fund (Zalenko) | $14,000 | $15,750 |
Performance Compensation
- GRF discloses no variable or performance-based compensation for directors (no bonuses, equity grants, or options); director pay is limited to fixed cash retainers as detailed in the proxy .
| Item | 2023 | 2024 |
|---|---|---|
| Bonus | None disclosed | None disclosed |
| Stock awards (RSUs/PSUs) | None disclosed | None disclosed |
| Option awards | None disclosed | None disclosed |
| Performance metrics tied to pay | Not applicable/not disclosed | Not applicable/not disclosed |
Other Directorships & Interlocks
| Company | Role | Board/Committee | Potential Conflict |
|---|---|---|---|
| None disclosed | — | — | GRF proxy indicates no other public company directorships for Zalenko; no disclosed interlocks with competitors/suppliers/customers |
Expertise & Qualifications
- Certified Public Accountant with decades of public accounting experience; founder of an accounting firm that merged into Baker Tilly; continuing business advisory activity .
- Audit Committee Financial Expert designation; chair of GRF Audit Committee; independence affirmed under NYSE American rules .
Equity Ownership
- Beneficial ownership rose year-over-year; Zalenko holds ≥$100,000 dollar range and approx. 0.3% of outstanding shares.
| Metric | Feb 23, 2024 (Record Date) | Feb 21, 2025 (Record Date) |
|---|---|---|
| Shares owned | 12,512 | 13,327 |
| Ownership % of class | 0.3% | 0.3% |
| Dollar range of equity in Fund | Over $100,000 | Over $100,000 |
- Pledging/hedging: No pledging or hedging disclosures for Zalenko; not mentioned in proxies .
- Advisor/affiliate holdings: No independent director or their immediate family members (including Zalenko) held securities of the Advisor or its affiliates per proxy representation .
Governance Assessment
- Strengths: Independent Audit Committee chaired by Zalenko; all members designated “financial experts”; separation of Chair (independent) and CEO roles; consistent attendance (≥75%) and active audit oversight with two meetings annually .
- Alignment: Material personal ownership—“Over $100,000” dollar range and ~0.3% stake—supports skin-in-the-game for a closed-end fund director .
- Structure trade-offs: No standing nominating or compensation committees due to small size; nominations handled by full Board—investors may weigh streamlined oversight versus specialized committee governance .
- Conflicts: Advisor managed by Luke and David Sims (both Interested Persons), but proxies affirm no independent director or their immediate family members owns securities of the Advisor or its affiliates; Audit Committee controls auditor appointment/oversight with adopted charter posted publicly .
- Compliance note: The Fund reported one late Section 16 filing in each of 2023 and 2024; responsibility not attributed to a specific individual—minor process red flag to monitor .
RED FLAGS to monitor
- Concentration of influence with Advisor managers who are also officers/directors (Luke and David Sims) though not a direct conflict tied to Zalenko; emphasizes importance of independent audit oversight .
- Absence of compensation and nominating committees may limit specialized governance processes; investors may want clarity on director nomination criteria and pay philosophy beyond fixed retainers .