Phillip J. Hanrahan
About Phillip J. Hanrahan
Independent director of Eagle Capital Growth Fund, Inc. (GRF); age 85, serving since 2008 with current term expiring in 2026 (Class I). Retired partner of Foley & Lardner LLP (retired February 2007; active partner since 1973), bringing deep legal and governance experience; designated an “audit committee financial expert” and meets NYSE American independence requirements. Member of the Fund’s Audit Committee; attendance met the proxy’s threshold (≥75%) and attended the 2024 annual meeting. Personal investment in GRF is disclosed in the $1–$10,000 range, lower than some peers on the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foley & Lardner LLP | Partner (active); Retired partner | Active: 1973–2007; Retired since Feb 2007 | Senior legal practice; governance background |
External Roles
| Organization | Role | Board Type | Tenure | Notes |
|---|---|---|---|---|
| None | — | Public company | — | Proxy states no other public company directorships |
Board Governance
- Committee assignments: Audit Committee member; chair is Neal F. Zalenko. All members (including Hanrahan) are independent under NYSE American rules and designated “audit committee financial experts.” The Audit Committee met twice in 2024.
- Board structure: Only one committee (Audit); no nominating or compensation committees. Board held three meetings in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting.
- Independence and related-party posture: No independent director, nor their immediate family, owns securities in the Advisor (Sims Capital Management LLC) or its affiliates; advisor agreement extended through February 2026.
| Governance Item | 2023 | 2024 |
|---|---|---|
| Board meetings (count) | 3 | 3 |
| Audit Committee meetings (count) | 2 | 2 |
| Attendance threshold disclosed | ≥75% | ≥75% |
| Annual meeting attendance | All directors attended | All directors attended |
| Committees present | Audit only | Audit only |
Fixed Compensation
- Compensation structure is cash-based: annual director retainer plus Audit Committee service fee; Audit Committee chair receives an additional retainer (Hanrahan is not chair). No pensions or retirement benefits accrue as part of Fund expenses.
| Fee Schedule (USD) | 2023 | 2024 |
|---|---|---|
| Director annual retainer | $12,000 | $13,000 |
| Audit Committee service (member) | $1,250 | $1,750 |
| Audit Committee chair retainer | $750 | $1,000 |
| Hanrahan – Aggregate Compensation from Fund (USD) | 2023 | 2024 |
|---|---|---|
| Total cash fees received | $13,250 | $14,750 |
| Pension/Retirement benefits | None | None |
| Estimated annual benefits upon retirement | None | None |
Performance Compensation
- No performance-based equity (RSUs/PSUs), options, or explicit performance metrics are listed for directors; disclosed compensation consists of cash retainers and committee fees.
| Performance-linked element | Disclosure |
|---|---|
| Stock awards (RSUs/PSUs) | Not listed in proxy |
| Option awards | Not listed in proxy |
| Bonus/variable cash tied to metrics | Not listed in proxy |
| Performance metrics (TSR, EBITDA, ESG) | Not listed in proxy |
| Clawback provisions | Not disclosed |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None |
| Prior public company boards | Not disclosed |
| Private/non-profit/academic boards | Not disclosed |
| Interlocks (competitors/suppliers/customers) | None indicated in proxy; independent directors and their immediate families hold no securities in the Advisor or affiliates |
Expertise & Qualifications
- Legal background: Long-tenured partner at Foley & Lardner LLP; provides legal and governance expertise.
- Financial oversight: Determined to be an “audit committee financial expert.”
- Industry exposure: Fund oversight is limited to one portfolio; board risk focus includes investment, compliance, and valuation risks typical of diversified RICs.
Equity Ownership
| Ownership Disclosure (2024) | Value |
|---|---|
| Dollar range of equity securities in GRF | $1–$10,000 |
| Aggregate dollar range across the Fund family | $1–$10,000 |
Signal: Relative to certain peers (e.g., Tyler and Zalenko “Over $100,000”), Hanrahan’s personal holding range is modest.
Governance Assessment
- Strengths: Independent director with 17+ years of board service; Audit Committee member and SEC-defined financial expert; attendance met thresholds; no related-party exposure to the Advisor; Audit Committee charter; independence under NYSE American rules.
- Constraints: Board has only one standing committee (Audit); no nominating or compensation committees, which centralizes governance functions.
- Compensation alignment: Director pay is modest and cash-only; absence of equity grants limits long-term alignment but is typical for investment funds; Hanrahan’s ownership is in the $1–$10,000 range versus some peers with “Over $100,000.”
- RED FLAGS: None explicit on attendance (≥75% met) or related-party transactions; modest personal holdings may be viewed as lower alignment by some investors; lack of nominating/compensation committees may be a governance gap in broader corporate contexts.