Diane J. Drake
About Diane J. Drake
Diane J. Drake serves as Secretary of Source Capital (the Trust), first elected as an officer in 2023; she was born in 1967 and her principal occupation has been Senior Counsel at Mutual Fund Administration, LLC since 2015, with prior service as Chief Compliance Officer at Foothill Capital Management, LLC in 2018–2019 . She signs and issues proxy materials in her capacity as Secretary, including the 2025 Annual Meeting notice and letter to shareholders . The proxy reports that officers and Trustees as a group owned beneficially less than 1% of the Trust’s outstanding common shares as of April 2, 2025, and it does not provide officer-specific performance metrics (TSR, revenue/EBITDA growth) or officer compensation detail .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mutual Fund Administration, LLC | Senior Counsel | 2015–present | Not disclosed in proxy |
| Foothill Capital Management, LLC | Chief Compliance Officer | 2018–2019 | Not disclosed in proxy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public-company directorships or committee roles disclosed in the proxy’s executive officer section |
Fixed Compensation
- Officer compensation is not detailed in the proxy; the Compensation of Nominees section covers Trustee pay only (Independent Trustees received annual retainer/meeting fees; Interested Trustees received $0) and does not include officer salary/bonus figures .
- No base salary, target bonus %, or actual bonus paid for officers are disclosed for the Trust; the executive officer section lists roles and principal occupations only .
Performance Compensation
- No RSUs/PSUs, option awards, vesting schedules, or performance metrics tied to officer compensation are disclosed for Diane Drake in the proxy .
- No clawbacks, tax gross-ups, deferred compensation elections, or pension/SERP benefits for officers are disclosed in the proxy .
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Officer and Trustee group ownership (% of shares outstanding) | <1% as of April 2, 2025 | No individual officer-level breakdown provided |
| Shares pledged/hedging | Not disclosed | No pledging/hedging policy disclosure specific to officers in the proxy; corporate governance references Codes of Ethics generally |
| Stock ownership guidelines (officers) | Not disclosed | Proxy describes board committees, codes, and Trustee compensation; no officer ownership guideline is provided |
Employment Terms
- Position and tenure: Secretary of the Trust; year first elected 2023 .
- Current duties include issuing/shareholder notices and communications; she signed the 2025 notice and shareholder letter as Secretary .
- Shareholder communications to the Board are directed to the Secretary c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, WI 53212 .
- Contract term, severance multiples, change-of-control (single/double trigger, accelerated vesting), non-compete/non-solicit, garden leave, and post-termination consulting arrangements are not disclosed in the proxy .
Performance & Track Record
- The proxy provides no Diane Drake-specific execution metrics; it notes Trust governance operations (e.g., Board held four meetings in 2024, with committee activities) but does not attribute performance outcomes to officers .
- No awards, controversies, or published performance-linked achievements for Diane Drake are disclosed in the proxy .
Board Governance
- Diane Drake is not a Trustee; she is an executive officer (Secretary). Board committee compositions and activities are disclosed for Trustees (e.g., Audit and Nominating & Governance committees; independent membership; meeting cadence), but she is not listed as a member .
- Shareholder communications to the Board route through the Secretary (Diane Drake), indicating her administrative role in governance workflows .
Compensation Structure Analysis
- Trustee compensation is modest and cash-based for Independent Trustees; Interested Trustees receive $0. Officer compensation is not disclosed, and there is no evidence of equity awards or pay-for-performance structures for officers in the proxy .
- Absence of officer equity programs and disclosure limits visibility into alignment, retention incentives, or vesting-driven selling pressure for the Secretary role .
Related Party Transactions and Risk Indicators
- No related party transactions tied to Diane Drake are disclosed in the proxy .
- No legal proceedings or investigations involving Diane Drake are disclosed; Section 16(a) compliance is affirmed (the Trust believes filing requirements were met by Trustees and officers for fiscal 2024) .
Compensation Peer Group and Say-on-Pay
- Compensation peer group, target percentile, and say-on-pay outcomes are not applicable/disclosed for officers; proxy covers Trustee election and governance matters, not officer pay benchmarking or say-on-pay .
Expertise & Qualifications
- Legal/compliance background via Senior Counsel role at Mutual Fund Administration, LLC (since 2015) and prior CCO experience at Foothill Capital Management (2018–2019) .
- Education details are not disclosed in the proxy .
Work History & Career Trajectory
| Employer | Role | Years | Notes |
|---|---|---|---|
| Mutual Fund Administration, LLC | Senior Counsel | 2015–present | Co-administrator to the Fund Complex referenced in the proxy |
| Foothill Capital Management, LLC | Chief Compliance Officer | 2018–2019 | Registered investment advisor role noted in proxy |
Investment Implications
- Limited alignment and trading signals: officer compensation and equity awards are not disclosed, and insider ownership overall is immaterial (<1%), reducing visibility into pay-for-performance, vesting schedules, pledging, or insider selling pressure for the Secretary role .
- Administrative governance role: as Secretary, Drake facilitates Board/shareholder communications and proxy processes rather than portfolio or operational performance levers; her role is unlikely to drive direct return or margin outcomes for SOR .
- Monitoring focus: given minimal disclosed alignment mechanisms, monitor Section 16 filings for any ownership changes and future proxies/8-Ks for any officer compensation policy updates or administrative changes (e.g., service provider transitions) .