Phillip Goldstein
About Phillip Goldstein
Phillip Goldstein has served as Chairman of the Board and Secretary of PCF since 2018; he is an “Interested Trustee” due to his affiliation with Bulldog Investors, LLP (the Fund’s adviser) and Ryan Heritage, LLP, and previously served as a principal of the former general partner of several Bulldog investment partnerships. He was born in 1945 and brings over 30 years of investment management experience; the proxy does not disclose TSR, revenue or EBITDA growth metrics tied to his role or compensation . Goldstein also serves as a director/chair at several other closed-end funds and affiliates as listed below .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MVC Capital, Inc. | Director | Until 2020 | Board oversight at a public company; disclosed as prior service |
| Crossroads Liquidating Trust | Trustee | Until 2020 | Liquidation trust governance; disclosed as prior service |
| Emergent Capital, Inc. | Director/Chairman | Until 2017 | Public company board service; disclosed as prior service |
| Swiss Helvetia Fund, Inc. | Director | Disclosed in 2022–2024 | Closed-end fund board service in past five years |
External Roles
| Organization | Role | Years (as disclosed) | Notes |
|---|---|---|---|
| The Mexico Equity & Income Fund, Inc. | Chairman | Past five years | Current external chair role |
| Special Opportunities Fund, Inc. | Chairman | Past five years | Current external chair role |
| Brookfield DTLA Fund Office Trust Investor Inc. | Director | Past five years | Current external directorship |
| Total Return Securities Fund | Director | Past five years | Current external directorship |
| BNY Mellon Municipal Income Inc. | Director | Until 2025 | Listed with end date in 2025 |
| Bulldog Investors, LLP | Partner | Since 2009 | Adviser affiliate to PCF (basis for “Interested Trustee” status) |
| Ryan Heritage, LLP | Partner | Since 2019 | Adviser affiliate to PCF |
Fixed Compensation
Aggregate cash compensation paid by the Fund to Phillip Goldstein (no bonus/pension plans; compensation is cash-based) by fiscal year ended:
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Aggregate Compensation From Fund ($) | $150,000 | $198,333 | $220,000 | $220,000 (comp through Nov 8, 2024; then ceased) | $35,000 |
| Notes | Includes Trustee + Officer retainers and Investment Committee stipend | Includes Trustee + Officer retainers and Investment Committee stipend | Includes Trustee + Officer retainers and Investment Committee stipend | Includes Trustee + Officer and Investment Committee compensation before Nov 8, 2024; no further compensation afterward | Fund complex compensation total $94,750; Fund-only $35,000. Interested Trustees may have comp deducted from advisory fee |
Key rate components (when explicitly disclosed):
- Trustee annual retainer: $25,000 (FY 2021) ; increased to $40,000 (FY 2022 and FY 2023; paid quarterly in advance) .
- Officer annual retainer (ex-CCO): $25,000 (FY 2021) ; increased to $30,000 (FY 2022 and FY 2023; paid quarterly in advance) .
- Investment Committee annual stipend: $100,000 (FY 2021) ; increased to $150,000 (FY 2022 and FY 2023) .
- 2024 footnote: Goldstein ceased to receive Trustee/Officer/Investment Committee compensation from the Fund as of November 8, 2024 .
- 2025 policy: Board pays Independent Trustees $40,000 annual retainer; Interested Trustees either receive no compensation or amounts are deducted from adviser fees .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Cash bonus | Not applicable | — | — | — | None disclosed | Not applicable |
| Equity awards (RSUs/PSUs/options) | Not disclosed | — | — | — | Not disclosed | Not disclosed |
| Committee stipends | Fixed stipend (Investment Committee) | 100% fixed | $150,000 (2022–2023) | N/A | Cash; not performance-tied | N/A |
The Fund does not have a bonus, profit sharing, pension or retirement plan; no performance metric framework or vesting schedules are disclosed for trustees/officers. Compensation is cash-based (retainers and fixed committee stipends) rather than pay-for-performance .
Equity Ownership & Alignment
| Metric | 2022 | 2023 | 2025 |
|---|---|---|---|
| Dollar Range of PCF Shares Owned | Over $100,000 | Over $100,000 | $1–$10,000 |
| Aggregate Dollar Range Across Family of Investment Companies | Over $100,000 | Over $100,000 | Over $100,000 (3 funds overseen) |
| Trustees & Officers Group Ownership (% of class) | <5% (as of Oct 1, 2023) | <5% (as of Oct 1, 2023) | <1% (as of Oct 20, 2025) |
| Section 16(a) filings | No delinquencies reported | No delinquencies reported | No delinquencies reported |
| Pledging/Hedging | Not disclosed | Not disclosed | Not disclosed |
Ownership guidelines and compliance status are not disclosed; only dollar ranges are provided, with a notable decline in Goldstein’s PCF-specific dollar range by 2025 while aggregate family fund exposure remains “Over $100,000” .
Employment Terms
| Term | Disclosure |
|---|---|
| Start Date & Tenure | Trustee/Officer since 2018; 1-year terms renewed annually |
| Contract Term/Expiration | One-year terms for trustees/officers; no employment contract terms disclosed |
| Severance/Change-of-Control | Not disclosed |
| Non-compete / Non-solicit | Not disclosed |
| Auto-renewal | Annual elections; no contract auto-renewal terms disclosed |
| Post-termination arrangements | Not disclosed |
Board Governance
| Item | Disclosure |
|---|---|
| Board composition | Six trustees; three “Interested Trustees” (including Goldstein) |
| Leadership | Goldstein is Chairman and an Interested Trustee; Board has no Lead Independent Trustee (dual-role independence concern) |
| Committees | Audit & Valuation Committee; Nominating & Corporate Governance Committee (established Sept 12, 2025) |
| Committee memberships | Audit & Valuation: Hellerman (Chair), Sell, Dayan; Nominating & Corporate Governance: Hellerman, Harris, Sell, Dayan; Goldstein is not a member of these committees |
| Investment Committee | Membership included Goldstein, Dakos, Das (stipends paid through at least FY2023) |
| Meetings & Attendance | Board met 4 times in FY ended Aug 31, 2025; each present Trustee/nominee attended at least 75% of Board and applicable committee meetings |
The Board explicitly notes its structure facilitates information flow from the Adviser and service providers; however, the absence of a Lead Independent Trustee alongside an Interested Chairman (Goldstein) raises independence optics for some investors .
Director Compensation
| Component | Amount | Notes |
|---|---|---|
| Independent Trustee annual retainer | $40,000 | Paid quarterly in advance |
| Strategic Planning Committee | Chair $10,000; Member $7,500 | Established Sept 2023; applies to independent trustees on committee |
| Interested Trustee/Officer comp policy | None or deducted from advisory fee | As stated for 2025; nonetheless Goldstein received $35,000 from the Fund in FY2025 |
Dual-Role Implications (Chairman + Officer + Adviser Affiliate)
- Goldstein is Chairman and Secretary of the Fund and a partner of the Adviser (Bulldog Investors, LLP), making him an “Interested Trustee”; the Board has no Lead Independent Trustee, which may heighten independence concerns (e.g., oversight of advisory conflicts and compensation) .
- Compensation in prior years included fixed Investment Committee stipends paid by the Fund; those ceased as of Nov 8, 2024, reducing direct cash flows from the Fund to Interested Trustees .
- The Audit & Valuation and Nominating & Corporate Governance committees are composed solely of independent trustees, which provides governance counterbalance .
Investment Implications
- Pay-for-performance alignment is limited: compensation is primarily cash retainers and fixed committee stipends, with no disclosed performance metrics, variable bonuses, or vesting schedules—reducing direct linkage to TSR or operating KPIs .
- 2024–2025 shift: cessation of Investment Committee compensation (Nov 8, 2024) and much lower FY2025 Fund-paid compensation ($35,000) implies diminished insider cash flows from PCF to Goldstein, potentially reducing compensation-related selling pressure signals tied to cash needs .
- Ownership alignment: Goldstein’s PCF-specific dollar range declined to $1–$10,000 by Oct 20, 2025, while his aggregate exposure across the family remained over $100,000; low group ownership (<1%) at PCF may be viewed as limited “skin in the game” at the fund level .
- Governance optics: An Interested Chairman with no Lead Independent Trustee raises independence concerns, but committee structures and independent membership of key committees provide some oversight mitigants; investors should monitor advisory arrangements and committee activity disclosures .
- No disclosed severance, change-of-control, or clawback provisions and no equity-based awards—less risk of golden parachute economics or equity-driven selling pressure; however, absence of clawbacks may be a governance gap for some investors .