Heather Goldman
About Heather S. Goldman
Heather S. Goldman (born 1967) is an Independent Director of Brookfield Real Assets Income Fund Inc. (RA). She serves since the Fund’s inception (established May 12, 2016; operations commenced December 5, 2016), currently a Class II Director with a three-year term expiring at the 2027 Annual Meeting of Stockholders . She is Chair of the Governance Committee and a member of the Audit Committee; the Board has designated her an “audit committee financial expert” under Item 401(h) of Regulation S-K. Goldman holds an MBA from Chicago Booth and a BA in International Relations from the University of Wisconsin–Madison; she previously held Series 7, 63, 79, and 24 licenses (inactive) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brookfield/Oaktree Adviser (Public Securities Group) | Head of Global Marketing; other roles at parent company | Not disclosed | Deep knowledge of Adviser operations and personnel, governance familiarity |
| CapitalThinking (NY) | Co-founder, CEO and Chair | ~5 years (prior to Adviser role) | Led financial services risk-management tech firm |
| My Flex, Inc. | CFO | 2022–2023 | NFT service company/platform leadership |
| Global Digital Finance (London) | Executive in Residence | 2024–Present | Digital assets think-tank engagement |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Director/Trustee, Fund Complex investment companies | Director/Trustee | Not specified | Oversees 10 portfolios across the Fund Complex |
| Global Digital Finance | Executive in Residence | No | Thought leadership in digital assets |
Board Governance
- Independence: Governance and Audit Committees are composed entirely of Independent Directors, independent per NYSE listing standards; Goldman chairs Governance and serves on Audit .
- Committee meetings and attendance:
- Board held 4 regular meetings in FY 2024; each Director attended at least 75% of Board and applicable Committee meetings .
- Audit Committee met 4 times; Goldman is designated an audit committee financial expert .
- Governance Committee met 3 times; Goldman is Chair .
- QLCC exists; it did not meet in FY 2024 .
- Board leadership: Independent Directors constitute six of seven Board members; Independent Chair presides and committee chairs set agendas. Goldman is Governance Chair; Mr. Wright is Audit Chair; Mr. Kuczmarski is Board Chair .
- Executive sessions: The Independent Chair presides at each executive session of the Board; if one has not been designated, the Governance Chair presides .
- Scope: Goldman oversees 10 portfolios within the Fund Complex .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Aggregate annual retainer (Independent Directors) – Fund Complex | $250,000 | FY 2024 |
| Aggregate annual retainer (Independent Directors) – Fund Complex | $260,000 | Effective Jan 1, 2025 |
| Governance Committee Chair fee | $15,000 | Annual; Goldman is Governance Chair |
| Audit Committee Chair fee | $50,000 | Annual; not applicable to Goldman |
| Independent Chair additional | $55,000 | Annual; not applicable to Goldman |
| Reimbursements | N/A | Meeting-related expenses reimbursed |
| Pension/retirement plan | None | Fund does not have a pension or retirement plan |
| Continuing education | Encouraged | At least two in-person programs; unlimited remote reimbursed |
| Goldman – Aggregate Compensation from the Fund (FY 2024) | $54,355 | Fiscal year ended Dec 31, 2024 |
| Goldman – Total Compensation from the Fund and Fund Complex (FY 2024) | $265,000 | Fiscal year ended Dec 31, 2024 |
Performance Compensation
- No equity grants (RSUs/PSUs), stock options, or performance-based director compensation disclosed for RA’s Independent Directors. The Governance Committee determines Independent Director compensation, which is paid as Fund Complex fees and chair stipends; no performance metrics tied to director pay are disclosed .
Other Directorships & Interlocks
| Entity | Role | Committee Positions | Interlock/Conflict Notes |
|---|---|---|---|
| Fund Complex investment companies | Director/Trustee | Not disclosed | Internal complex oversight (10 portfolios) |
| Public company boards | None disclosed | N/A | No external public company directorships disclosed for Goldman |
Expertise & Qualifications
- Capital markets, financial services, technology leadership across private equity, investment management, technology, and commercial banking sectors .
- MBA (Chicago Booth); BA (UW–Madison); inactive FINRA licenses Series 7/63/79/24 .
- Audit committee financial expert designation; service on Audit and Governance Committees .
Equity Ownership
| Holder | Ownership in Fund | Ownership in Fund Complex | % of Shares Outstanding |
|---|---|---|---|
| Heather S. Goldman | Dollar range: C ($10,001–$50,000) | Dollar range: C ($10,001–$50,000) | Not disclosed; Directors/officers as a group own <1% |
- Notes: Beneficial ownership determined per Rule 16a-1(a)(2) under the Exchange Act; values as of Dec 31, 2024 .
- Pledging/hedging: Not disclosed in proxy .
Governance Assessment
- Strengths:
- Independent status under NYSE standards; committees comprised entirely of Independent Directors; Goldman chairs Governance and is an audit committee financial expert, supporting board effectiveness .
- Meeting cadence and attendance: Board met 4 times; Audit 4; Governance 3; each Director attended at least 75%—indicates baseline engagement .
- Transparent director pay with modest chair stipends; continuing education policy enhances oversight .
- Alignment considerations:
- Equity ownership is within the $10,001–$50,000 range, which is relatively modest and may limit “skin-in-the-game” alignment compared to higher ownership thresholds; no director equity grant program disclosed .
- Potential conflicts and signals:
- Prior employment with the Adviser (head of global marketing) and roles with the parent company provide deep institutional knowledge but may present perceived independence concerns; the proxy affirms independence under NYSE standards and the Governance Committee evaluates independence beyond 1940 Act definitions .
- Red flags: None explicitly disclosed. No related-party transactions, tax gross-ups, or legal proceedings involving Goldman are indicated; QLCC did not meet in FY 2024, but exists to manage material violation reporting .