John P. Zader
About John P. Zader
John P. Zader (born 1961) is an Independent Trustee and the Chairman of the Board of Source Capital (SOR). He has served on the Board since 2023 and is a member of both the Audit Committee and the Nominating and Governance Committee. Zader is retired (since June 2014) and previously served as CEO of UMB Fund Services and President of Investment Managers Series Trust, bringing deep fund administration and governance experience to SOR .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UMB Fund Services, Inc. | Chief Executive Officer | Dec 2006 – Jun 2014 | Led a mutual fund and hedge fund service provider; transfer agent, fund accountant, co-administrator functions |
| Investment Managers Series Trust | President | Dec 2007 – Jun 2014 | Oversight of multi-series trust operations and governance |
| Status | Retired | Jun 2014 – present | Principal occupation listed as “Retired” |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Investment Managers Series Trust II | Trustee | Current | Listed as other trusteeship held |
| Investment Managers Series Trust III | Trustee | Current | Listed as other trusteeship held |
Board Governance
- Board leadership: The Board appointed Zader as Chairman; responsibilities include presiding over meetings, setting agendas with the President, and serving as liaison among Trustees and management .
- Independence: Zader is designated an Independent Trustee under the 1940 Act and NYSE standards .
- Committee assignments:
- Audit Committee: Member (Brown, Goldrich, Zader); met 4 times in FY 2024; all members are independent .
- Nominating and Governance Committee: Member (Brown, Goldrich, Zader); met 2 times in FY 2024; all members are independent .
- Attendance and engagement:
- FY 2024: Board held 4 meetings; each Trustee attended all Board and all Committee meetings on which they served (100% attendance for Zader) .
- FY 2023: Zader (elected June 1, 2023) attended all Board and Committee meetings after his election .
- Executive sessions and oversight:
- The Board holds executive sessions with and without the Adviser; the CCO reports directly to the Board and meets in executive session with Independent Trustees quarterly .
Committee Activity and Attendance (FY 2024)
| Body | Meetings Held | Zader Attendance |
|---|---|---|
| Board of Trustees | 4 | 100% (all meetings) |
| Audit Committee | 4 | 100% (all meetings served) |
| Nominating & Governance Committee | 2 | 100% (all meetings served) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Aggregate Compensation from SOR (USD) | $4,351 | $8,582 |
| Total Compensation from Fund Complex (USD) | $110,234 | $190,000 |
| Plan Design Notes | Independent Directors receive an annual retainer and meeting fees; Board/Committee chairs receive additional fees; no pension/retirement benefits; non-qualified Deferred Compensation Plan available | Independent Trustees receive annual retainer and meeting fees; chairs receive additional fees; no pension/retirement; deferred compensation plan available |
- Structural note: Chairs receive additional fees; Zader serves as Chairman of the Board. The proxy does not itemize the chair fee separately from the aggregate reported amount .
Performance Compensation
| Element | 2023 | 2024 |
|---|---|---|
| Bonus/Annual Incentive | Not disclosed for independent Directors; compensation described as retainer/meeting fees | Not disclosed for independent Trustees; compensation described as retainer/meeting fees |
| Equity Awards (RSUs/PSUs) | No equity awards listed in the Director compensation table | No equity awards listed in the Trustee compensation table |
| Option Awards | None listed in compensation disclosures | None listed in compensation disclosures |
| Performance Metrics Tied to Pay | None disclosed for Directors | None disclosed for Trustees |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Investment Managers Series Trust II | Trustee | Not disclosed | Listed as outside trusteeship |
| Investment Managers Series Trust III | Trustee | Not disclosed | Listed as outside trusteeship |
| Service Provider Context | — | — | SOR co-administrators include UMB Fund Services and Mutual Fund Administration; Zader is former CEO of UMB Fund Services (through 2014). Zader is designated independent; Ms. Quill is “interested” due to current UMB affiliation . |
Expertise & Qualifications
- Fund administration and operations: Former CEO of UMB Fund Services and President of Investment Managers Series Trust; oversight of transfer agency, fund accounting, and co-administration functions .
- Governance: Current Chairman of the Board at SOR; member of Audit and Nominating & Governance Committees .
- Breadth of oversight: Oversees 8 portfolios in the SOR/IMST III fund complex .
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Dollar Range of SOR Shares Owned | None | None |
| Aggregate Dollar Range of Shares in Fund Complex | None | None |
| Group Ownership (Officers and Trustees) | — | <1% of outstanding shares as a group (as of Apr 2, 2025) |
- Section 16(a) filings: The Trust believes all filing requirements were met by Trustees and officers in FY 2024 and FY 2023, respectively .
- Pledging/Hedging: Not disclosed.
- Stock ownership guidelines: Not disclosed.
Governance Assessment
-
Positives for investor confidence:
- Independent Chairman with strong fund services background; clear separation from “interested” Trustees .
- Full attendance at Board and Committee meetings in FY 2024; strong engagement; committee participation spans Audit and Nominating/Governance .
- Audit and Nominating Committees composed entirely of independent Trustees; Audit Committee oversight and reporting practices disclosed .
-
Watch items and potential conflicts:
- Ownership alignment: Zader reported no SOR holdings in 2023 and 2024; Fund complex holdings also “None,” which may signal limited “skin in the game” relative to best practices for director alignment .
- Related-party exposure (perception): UMB Fund Services is a current co-administrator to SOR while Zader is a former CEO (ended 2014). He is designated independent under the 1940 Act, but investors may monitor for any service-provider oversight sensitivities. Ms. Quill is “interested” due to current UMB affiliation, underscoring the importance of independent Chair and committees .
-
Risk indicators:
- Legal proceedings: None material involving nominees; none material to integrity in past ten years .
- Compliance: Section 16(a) beneficial ownership reporting believed fully compliant for FY 2024 and FY 2023 .
-
Compensation structure signals:
- Cash-heavy retainer/meeting fee model; no performance-linked metrics disclosed for trustees; availability of deferred compensation elections .
- Year-over-year increase in aggregate SOR compensation (2023 → 2024) and in fund complex totals reflects a fuller year of service and/or Chair responsibilities, though exact fee components not itemized .
RED FLAGS to monitor: zero reported ownership; historical tie to a current service provider (UMBF) despite independence designation; ensure continued strong independent committee oversight and disclosure on any related-party items .