J. Richard Atwood
About J. Richard Atwood
J. Richard Atwood (born 1960) serves as an interested Trustee of Source Capital (SOR) and has been on the Board since 2016. He retired in January 2025 from First Pacific Advisors (FPA), where he was Managing Partner (2000–2024) and Director & President of FPA GP, Inc. (2018–2024); he is designated an “interested person” by virtue of his former role with the Adviser and intends to resign from the Trust by April 30, 2026 . He oversees eight portfolios in the broader Fund Complex and previously served as President of each FPA Fund (2016–2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FPA GP, Inc. (General Partner of FPA) | Director & President | 2018–2024 | Senior leadership over adviser governance |
| First Pacific Advisors (FPA) | Managing Partner | 2000–2024 | Firm-wide leadership; investment management oversight |
| FPA Funds | President of each FPA Fund | 2016–2023 | Oversight of fund operations |
External Roles
| Organization | Role | Tenure | Portfolios/Scope |
|---|---|---|---|
| Investment Managers Series Trust III | Trustee | Since 2016 | Oversees 8 portfolios; includes FPA series |
Board Governance
- Independence: Atwood is an “interested person” of the Trust due to his former position with the Adviser, not an independent director .
- Board leadership: John Zader serves as Chairman; Board holds executive sessions with and without the Adviser .
- Standing committees: Audit Committee and Nominating & Governance (N&G) are comprised solely of independent Trustees (Brown, Goldrich, Zader); Atwood is not a member of either committee .
- Planned transition: Atwood intends to resign by April 30, 2026; Board will remain majority independent thereafter .
Committee Assignments
| Committee | Membership | Chair Role |
|---|---|---|
| Audit Committee | No (members: Brown, Goldrich, Zader) | Chair not specified in proxy body; charter available online |
| Nominating & Governance Committee | No (members: Brown, Goldrich, Zader) | Committee oversees Board composition and compensation |
Attendance & Meetings
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 6 | 4 |
| Audit Committee meetings | 4 | 4 |
| N&G Committee meetings | 4 | 2 |
| Atwood attendance | ≥75% of Board+Committee meetings | 100% of Board+Committee meetings |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from SOR | $0 | $0 |
| Total Compensation from Fund Complex | $0 | $0 |
| Notes | Interested Trustees receive no fees; independent Trustees receive retainer and meeting fees; no pension | Same structure; Trustees may elect deferral under non-qualified plan |
Performance Compensation
| Metric | Disclosure |
|---|---|
| Performance-based bonus or equity awards (RSUs/PSUs/options) | Not disclosed for Trustees; proxy indicates independent Trustee pay is retainer/meeting fees, and interested Trustees are unpaid |
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed for Trustees |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Investment Managers Series Trust III | Trustee; oversees FPA series | Shared governance with FPA-advised funds; information flows across FPA platform |
| First Pacific Advisors (prior) | Former Managing Partner; former President of FPA GP | Affiliation with Adviser—basis for “interested person” designation |
Expertise & Qualifications
- Deep investment management and fund governance experience from senior roles at FPA and FPA GP, Inc. .
- Long-standing oversight of multiple portfolios within the Fund Complex, suggesting familiarity with investment company operations .
Equity Ownership
| Ownership | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|
| Dollar range of SOR Trust shares owned | Over $100,000 | Over $100,000 |
| Aggregate dollar range of Fund Complex holdings | Over $100,000 | Over $100,000 |
- As of the 2025 record date, all officers and Trustees as a group owned beneficially less than 1% of outstanding common shares .
Governance Assessment
- Independence and conflicts: Atwood is not independent and is classified as an “interested person” due to prior affiliation with the Adviser, representing a potential conflict risk for board oversight of the Adviser; mitigation includes independent-only committee memberships and majority independent Board composition .
- Attendance and engagement: Full attendance in FY 2024 is positive; FY 2023 attendance at ≥75% meets minimum disclosure thresholds but is not perfect .
- Compensation alignment: As an interested Trustee, Atwood receives no director fees, reducing cash-pay conflict risk; alignment appears via direct share ownership (over $100,000), though precise share count and pledging/hedging status are not disclosed .
- Process and controls: Independent committees, use of independent legal counsel for independent Trustees, and detailed committee charters indicate formal governance processes; Audit Committee pre-approves auditor services and reports to the Board .
RED FLAGS
- Not independent: “Interested person” designation due to former Adviser role; potential for perceived conflicts in Adviser oversight .
- Committee non-membership: No membership on Audit or N&G; while appropriate for interested Trustees, it limits direct committee-level oversight contribution .
- Limited transparency on director equity mechanics: No disclosure of share counts, pledging, or hedging policies for directors; inability to assess ownership guidelines compliance from proxy .
Other Notes
- Legal proceedings: None material involving Atwood or other Nominees in the past ten years .
- Section 16 compliance: All filing requirements met for FY 2024 and FY 2023, respectively .
- Board transition signal: Announced resignation timeline (by April 30, 2026) provides forward visibility; Board remains majority independent post-resignation .