Martin Dziura
About Martin Dziura
Martin Dziura (born 1959) serves as Chief Compliance Officer (CCO) of Source Capital, first elected in 2023; he is listed among the Trust’s executive officers and is not a Trustee . His compliance career spans roles as Principal of Dziura Compliance Consulting, LLC (2014–present), Managing Director at Cipperman Compliance Services (2010–2014), Chief Compliance Officer at Hanlon Investment Management (2009–2010), and Vice President – Compliance at Morgan Stanley Investment Management (2000–2009) . The proxy materials do not disclose education, compensation metrics, or performance-linked outcomes for the CCO role; all Trustees/officers met Section 16(a) filing requirements for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Morgan Stanley Investment Management | Vice President – Compliance | 2000–2009 | Senior compliance leadership at a global investment manager |
| Hanlon Investment Management | Chief Compliance Officer | 2009–2010 | Firmwide compliance oversight |
| Cipperman Compliance Services | Managing Director | 2010–2014 | Led compliance consulting engagements for asset managers |
| Dziura Compliance Consulting, LLC | Principal | 2014–present | Provides outsourced CCO and compliance advisory services |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Dziura Compliance Consulting, LLC | Principal | 2014–present | Independent compliance consultancy; address on file: 309 Woodridge Lane, Media, PA 19063 |
Fixed Compensation
- The proxy statements do not disclose base salary, target/actual bonus, perquisites, or cash compensation for executive officers, including the CCO. The materials state no compensation is paid by the Trust to any officer or Trustee who is a Trustee, officer or employee of the Adviser or its affiliates; Dziura’s compensation is not enumerated in the filings .
Performance Compensation
- No disclosures of RSUs/PSUs, option grants, performance metrics (e.g., revenue, EBITDA, TSR), or vesting schedules are provided for executive officers in the proxy statements .
Equity Ownership & Alignment
| Metric | FY 2023 (as of Apr 2, 2024) | FY 2024 (as of Apr 2, 2025) |
|---|---|---|
| Officers and Directors – Group beneficial ownership (% of shares outstanding) | <1% | <1% |
- Section 16(a) Beneficial Ownership Compliance: All Trustees and officers met filing requirements for FY 2024 .
- Individual beneficial ownership, pledging, hedging, or ownership guideline compliance for Dziura are not disclosed in the proxy materials .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Appointment and removal | Trustees elect officers; any officer may be removed at any time with or without cause (subject to By-Laws/resolutions) | |
| Compensation governance | Trustees fix compensation of officers and Trustees | |
| Severance/rights post-removal | No right to compensation following resignation or removal unless expressly provided in a written agreement approved by the Trustees |
- Executive Officers roster confirms Dziura as CCO; officers listed are not Trustees of the Trust .
- Legal proceedings: No material pending legal proceedings involving any Nominee or executive officer, and none material to integrity evaluation in the past ten years .
Investment Implications
- Pay-for-performance transparency is limited: The Trust does not disclose officer pay structures or performance metrics for the CCO role, reducing ability to assess incentive alignment or model bonus-driven behavior .
- Insider selling pressure risk appears low at the Trust level: Officers and Trustees collectively own less than 1% of shares; individual officer holdings (including Dziura) are not reported, and no pledging is disclosed in the proxy materials .
- Retention and severance economics likely modest absent bespoke contracts: Officers may be removed at will, and there is no right to post-removal compensation unless a written agreement exists—suggesting constrained severance obligations unless otherwise documented .
- Governance oversight is active: The Board meets quarterly, conducts executive sessions, and receives periodic/annual compliance reports from the CCO, indicating a structured compliance function under Board supervision .