Heather Eastgate
About Heather Eastgate
Heather Eastgate, age 53, serves as Chief Compliance Officer (CCO) of Rand Capital Corporation and has held the officer role since January 2022, originally via ACA Global and, since January 19, 2024, through a service agreement with Outsourced Compliance Group (OCG) . She is currently a Director at OCG, specializing in developing, testing, and maintaining compliance programs for SEC-registered investment companies and advisers; prior roles include Senior Principal Consultant at ACA Global, Director at Foreside Consulting Services, Senior Consultant/Director at Hardin Compliance Consulting, and compliance roles at Federated Hermes (formerly Federated Investors) . Eastgate holds a B.A. from Stetson University and an M.B.A. from Duquesne University . As CCO, she provides quarterly and annual reports to Rand’s Board on compliance policy effectiveness and material compliance matters, and meets with independent directors in executive session at least annually .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACA Global | Senior Principal Consultant | 2022–2024 | Led compliance program design/testing for registered investment companies, private funds, and advisers after Foreside merger . |
| Foreside Consulting Services | Director | 2021–2022 | Directed client compliance engagements prior to ACA merger . |
| Hardin Compliance Consulting | Senior Consultant/Director | 2008–2021 | Provided long-tenured regulatory compliance consulting across asset managers . |
| Federated Hermes (Federated Investors) | Compliance roles | ~10 years (earlier career) | Operational compliance roles supporting a large fund complex . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Outsourced Compliance Group (OCG) | Director | Since Jan 2024 | Oversees and delivers compliance program services for SEC-registered investment companies and advisers . |
Fixed Compensation
Eastgate is not a traditional employee with base salary/bonus at RAND; compensation is paid as a monthly service fee under a CCO Agreement with the vendor (ACA Global in 2022–2023; OCG from Jan 19, 2024). The agreement is terminable by either party on 30 days’ written notice .
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| CCO Agreement vendor | ACA Global | ACA Global | OCG from Jan 19, 2024 |
| Monthly CCO fee | $5,700/month | Not disclosed | $8,500/month |
| CCO service fees paid | Not disclosed | $70,310 to ACA Global | $95,625 to OCG (Jan 19–Dec 31) |
| Transitional CCO fees | N/A | N/A | $3,598 to ACA Global (Jan 1–Jan 18) |
| Other 1940 Act compliance consulting | $63,435 (ACA Global) | ~$36,000 (ACA Global) | Not disclosed |
Notes:
- Directors’ & Officers’ liability insurance covered all officers; premiums were $49,300 for policy periods ending Mar 31, 2023 and Mar 31, 2024 . Policy coverage for Mar 31, 2024–Mar 31, 2025 also totaled $49,300 .
- Related Person Transaction Policy requires audit committee pre-approval for transactions >$120,000; CCO payments disclosed for Eastgate in 2023–2024 were below that threshold .
Performance Compensation
- No performance-based incentive plan (bonus %, RSUs, PSUs, options) for Ms. Eastgate is disclosed. Her compensation is a fixed monthly fee under the CCO Agreement; no RSU/option grants are presented for her in the proxy filings .
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares beneficially owned | 0 | 0 | 0 |
| Percent of class | <1% | <1% | <1% |
- The proxy beneficial ownership tables list Eastgate with zero shares; no pledging or derivative holdings are indicated for her in these tables .
Employment Terms
- Role and start: Elected Chief Compliance Officer in January 2022 .
- Agreement structure: CCO Agreement (ACA Global in 2022–2023; OCG dated January 19, 2024), terminable by either party with 30 days’ prior written notice .
- Fee terms: $5,700/month under the ACA Global CCO Agreement (2023 filing); $8,500/month under the OCG CCO Agreement (2024–2025 filings) .
- Payments: 2023 CCO fees of $70,310 to ACA Global and ~$36,000 for additional compliance consulting; for 2024, $3,598 (ACA Global, Jan 1–18) and $95,625 (OCG, Jan 19–Dec 31) .
- Board interaction: CCO provides quarterly and annual compliance reports to the Board; meets with independent directors in executive session at least annually .
Investment Implications
- Compensation alignment: The absence of equity grants and ownership (0 shares) indicates her incentives are service-fee based rather than equity-linked; no vesting schedules or performance targets apply to her compensation .
- Retention risk: The CCO Agreement’s 30-day termination provision (either party) suggests limited contractual retention lock-in; continuity depends on vendor engagement rather than long-dated employment terms .
- Insider selling pressure: With zero beneficial ownership, there is no direct insider selling or vesting-related supply overhang attributable to Eastgate .
- Governance/controls signal: Extensive Board reliance on CCO reports for risk oversight underscores the strategic importance of the role for regulatory compliance in a BDC/RIC structure, but without equity-tied pay for the CCO, alignment is achieved through compliance outcomes rather than stock-based performance .
- Related-party oversight: Disclosed CCO vendor payments in 2023–2024 were below the policy’s $120,000 threshold requiring Audit Committee pre-approval, mitigating concerns about large related-party transactions in her engagement .