Robert M. Bilkie, Jr.
About Robert M. Bilkie, Jr.
Independent, non-executive Chairman of the Board at Eagle Capital Growth Fund (GRF); age 64; director since 2006 and previously served 1990–1996, with current Class I term expiring in 2026. He is a CFA charterholder and President & CEO of Sigma Investment Counselors, Inc. (registered investment adviser) since 1987; he also serves on BetterInvesting committees in non-remunerative capacities, signaling long-standing investor education ties .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eagle Capital Growth Fund (GRF) | Director | 1990–1996 | Early-stage board experience at Fund inception |
| Eagle Capital Growth Fund (GRF) | Director | 2006–present | Continuity and historical context for investment strategy |
| Eagle Capital Growth Fund (GRF) | Chairman (non-executive) | Current | Chairman is non-executive per bylaws; not an officer |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sigma Investment Counselors, Inc. | President & CEO | 1987–present | Registered investment adviser leadership; investment expertise |
| BetterInvesting (NAIC) | Securities Review Committee (member) | Current | Non-remunerative investor education contributions |
| BetterInvesting (NAIC) | Editorial Advisory Committee (member) | Current | Non-remunerative; investment education |
| Public company boards | None | — | No current public company directorships |
Board Governance
- Independence: Bilkie is independent under NYSE American rules; not an “Interested Person.” Independent directors: Allen, Bilkie, Hanrahan, Holth, Tyler, Zalenko, Nichols. Non-independent: Luke E. Sims (CEO) and David C. Sims (CFO/CCO/Treasurer/Secretary) .
- Committee assignments: The Fund has a single committee—the Audit Committee—comprised of Zalenko (Chair), Hanrahan, Holth, Tyler; Bilkie is not a member .
- Audit Committee quality: All members determined to be “audit committee financial experts”; met twice in 2024; charter reviewed annually and posted on the company’s website .
- Nominating/Compensation committees: None; the Board performs nomination functions as a whole without a formal policy .
- Attendance: Board held three meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting (in-person or by phone) .
- Engagement: Bilkie named as a proxy (alongside Luke E. Sims) for the 2025 Annual Meeting, indicating active involvement in shareholder processes .
Fixed Compensation
- Director cash retainer increased from $12,000 (2023) to $13,000 (2024); Audit Committee service fee increased from $1,250 (2023) to $1,750 (2024); Audit Committee Chair retainer increased from $750 (2023) to $1,000 (2024) .
| Compensation Element | 2023 | 2024 |
|---|---|---|
| Aggregate compensation from Fund – Bilkie | $12,000 | $13,000 |
| Audit Committee service fee (if member) | $1,250 (schedule) | $1,750 (schedule) |
| Audit Committee Chair retainer (if Chair) | $750 (schedule) | $1,000 (schedule) |
Notes:
- Bilkie’s reported aggregate compensation equals the base retainer in both years, consistent with not serving on the Audit Committee or as its Chair .
Performance Compensation
- The proxy discloses no performance-based compensation, equity grants, options, or incentive metrics for directors; director pay is cash-based with committee-related retainers as applicable .
| Performance Component | Details |
|---|---|
| Equity or option awards | None disclosed |
| Performance metrics (TSR, EBITDA, ESG) | None disclosed |
| Clawbacks / bonus structures | None disclosed for directors |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Interlocks with GRF Advisor (Sims Capital Management LLC) | None; the proxy states no independent director or immediate family member owns Advisor or affiliate securities |
| Advisor relationship context | Advisor managed by Luke E. Sims and David C. Sims; advisory agreement extended through Feb 2026 |
Expertise & Qualifications
- CFA charterholder; career investment advisor; long-standing involvement with investor education (BetterInvesting committees) .
- Deep Fund context: original director from 1990–1996; returned in 2006; brings investor-oriented perspective as non-executive Chairman .
Equity Ownership
| Metric | Amount/Status |
|---|---|
| Total beneficial ownership | 3,264 shares (0.1% of class) |
| Direct holdings | 200 shares (derived from 3,264 total less 3,064 trust) |
| Indirect holdings | 3,064 shares via family trust; beneficial ownership disclaimed |
| Dollar range of equity securities | $10,001–$50,000 (valued at $9.81/share on Record Date) |
| Shares pledged/hedged | Not disclosed in proxy |
Insider Transactions (Form 5 – FY 2024):
| Date | Code | Shares (A/D) | Price | Year-end Beneficial Holdings | Ownership Form | Notes |
|---|---|---|---|---|---|---|
| 06/05/2024 | L | 300 (A) | $9.34 | 3,064 | Indirect (I) | By Family Trust; beneficial ownership disclaimed |
| — | — | 200 (D) | — | — | — | Table indicates 200 disposed; details not fully specified in excerpt |
| Filing | — | — | — | — | — | Filed by attorney-in-fact Carrie Leahy on 02/14/2025 |
Governance Assessment
- Strengths: Independent, non-executive Chairman with long investment experience and CFA credential; robust Audit Committee staffed by independent “financial experts”; consistent attendance and annual meeting participation; clear disclosure and modest director fees .
- Alignment considerations: Bilkie’s beneficial ownership is modest (0.1%), with the majority held via a family trust for which beneficial ownership is disclaimed; direct holdings appear low versus total, potentially constraining “skin-in-the-game” alignment .
- Committee coverage: Not on Audit Committee; the Board lacks separate nominating/compensation committees, which can limit specialized governance oversight at a small fund but is explicitly disclosed with the Board acting collectively for nominations .
- Related-party safeguards: Advisor is managed by insiders (Luke & David Sims), but the proxy states no independent director or immediate family owns Advisor or affiliates’ securities—mitigating director-level conflicts; advisory agreement extension through Feb 2026 is transparently disclosed .
- Compliance note: The Fund reported one late Section 16 filing in 2024 (not attributed to a specific individual), a minor process flag to monitor for timely reporting going forward .
RED FLAGS (to monitor):
- Low direct share ownership relative to beneficial total (trust-disclaimed) may weaken ownership alignment signals .
- Absence of performance-based director pay or equity grants reduces pay-for-performance linkage, though common for small, externally advised funds .
- Concentrated influence from Advisor managers who are also significant shareholders (Luke & David Sims), though independent directors appear structurally insulated from Advisor securities ownership .