Robert F. Goldrich
About Robert F. Goldrich
Independent Trustee of Source Capital since 2022; born 1962. Current and prior roles include President of WireFox LLC (2022–present), SVP Strategies Initiative at CMW Strategies (2022–2024), and President/CFO of the Leon Levy Foundation (2014–2022) . He is classified as an Independent Trustee under the 1940 Act and serves alongside a majority-independent board; the board chairman is independent (John Zader) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WireFox LLC | President | 2022–present | — |
| CMW Strategies | SVP, Strategies Initiative | 2022–2024 | — |
| Leon Levy Foundation | President/CFO | 2014–2022 | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Investment Managers Series Trust III (IMST III) | Trustee | 2022–present | Trustee of IMST III; FPA advises seven series within IMST III |
| FPA Funds (series of IMST III) | Director/Trustee | Since 2022 | “Director/Trustee of each FPA Fund since 2022” |
| Bragg Capital Trust | Trustee | 2022–2023 | Prior trustee role |
| Investment Managers Series Trust III | Other Trusteeships (as listed) | Current | Listed as “Other Trusteeships Held” for SOR board profile |
Board Governance
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Committee assignments (all independent members):
- Audit Committee: Member (Chair: Sandra Brown)
- Nominating & Governance Committee: Member
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Board leadership and independence:
- Board Chair: John Zader (independent); executive sessions held; Independent Trustees retain independent legal counsel .
- Committees comprise only independent trustees .
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Meetings and attendance:
- FY 2024: Board met 4 times; each Trustee attended all Board and all committee meetings (100% attendance for Goldrich) .
- FY 2023: Board met 6 times; Goldrich attended ≥75% of aggregate Board and committee meetings .
| Governance Item | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 6 | 4 |
| Goldrich attendance | ≥75% of Board+committee meetings | 100% of Board and all committees |
| Audit Committee meetings | 4 | 4 |
| Nominating & Governance meetings | 4 | 2 |
Fixed Compensation
Director compensation is structured as an annual retainer plus Board/committee meeting fees; Independent Trustees receive no pension/retirement benefits and may elect to defer compensation under a non-qualified plan .
| Metric | 2023 | 2024 |
|---|---|---|
| Aggregate Compensation from SOR (USD) | $14,746 | $8,131 |
| Total Compensation from Fund Complex (USD) | $192,048 | $180,000 |
| Pension/Retirement Benefits | None | None |
| Deferred Comp Plan Availability | Available | Available |
Performance Compensation
- The proxy describes Independent Trustee pay as cash retainers and meeting fees; no equity awards, bonuses, or performance-based metrics are disclosed for directors. The director section does not enumerate RSUs/PSUs, options, or incentive plans for Trustees .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock Consideration |
|---|---|---|---|
| IMST III and FPA Funds | Registered investment company trust and series | Trustee/Director | Adviser to SOR (FPA) also advises seven IMST III series; oversight spans same adviser’s fund complex . |
Expertise & Qualifications
- Finance and foundation management (President/CFO, Leon Levy Foundation) and strategic initiatives/consulting (WireFox LLC; CMW Strategies) .
- Ongoing registered fund governance experience (Trustee/Director across IMST III and FPA Funds) .
Equity Ownership
| Metric | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|
| Dollar Range of SOR Shares Owned | None | None |
| Aggregate Dollar Range in Fund Complex | None | None |
| Officers/Trustees group ownership | <1% of SOR outstanding (as of 4/2/2024) | <1% of SOR outstanding (as of 4/2/2025) |
| Section 16(a) filing compliance | All required filings met (FY 2023) | All required filings met (FY 2024) |
Governance Assessment
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Positives
- Independent trustee on both Audit and Nominating & Governance Committees; Audit Committee chaired by another independent director; all-Independent composition enhances oversight .
- Full attendance in FY 2024 and active committee structure; independent legal counsel and executive sessions signal healthy board process .
- Auditor oversight detailed; pre-approval and independence processes in place; no material legal proceedings involving nominees .
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Watch items / potential red flags
- Ownership alignment: Goldrich reported no SOR holdings and no aggregate holdings across the fund complex as of both 12/31/2023 and 12/31/2024, reducing “skin-in-the-game” alignment signals for investors .
- Interlock/perception risk: Concurrent trusteeships at IMST III/FPA Funds while SOR’s adviser is FPA (which also advises those series) could raise perceived independence questions despite 1940 Act “independent” status; board notes that no Independent Trustee owns interests in the Adviser .
- No equity-based director compensation or ownership guideline disclosures; compensation is cash retainers/fees, which may be viewed as less performance-aligned for closed-end fund governance .
Overall: Independent, committee-engaged trustee with full attendance in 2024 and substantive fund governance experience. The absence of disclosed equity ownership and equity-linked director pay reduces alignment optics; cross-fund complex roles warrant continued monitoring for perceived interlocks, though regulatory independence is affirmed .