Sandra Brown
About Sandra Brown
Sandra Brown (born 1955) is an Independent Trustee of Source Capital (SOR) and has served since 2016. She is currently a consultant (since 2009) and previously held senior leadership roles in financial services, including CEO and President of Transamerica Financial Advisers, President of Transamerica Securities Sales Corp., and Vice President of Bank of America Mutual Fund Administration; she also served as a Trustee of Bragg Capital Trust from 2020–2023 . Education is not disclosed in the proxy; tenure on SOR’s board: first elected in 2016 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Transamerica Financial Advisers, Inc. | CEO & President | 1999–2009 | Not disclosed |
| Transamerica Securities Sales Corp. | President | 1998–2009 | Not disclosed |
| Bank of America Mutual Fund Administration | Vice President | 1990–1998 | Not disclosed |
| Bragg Capital Trust | Trustee | 2020–2023 | Not disclosed |
External Roles
| Organization | Role | Status | Scope |
|---|---|---|---|
| Investment Managers Series Trust III | Trustee | Current | Oversees 8 portfolios in the Fund Complex |
Board Governance
- Independence: Classified as an Independent Trustee under the 1940 Act and NYSE standards .
- Chair/Committee Roles: Audit Committee Chair (2025); Audit Committee members: Brown, Goldrich, Zader . Nominating & Governance Committee members: Brown, Goldrich, Zader .
- Committee Activity: Audit Committee met 4 times (FY 2024); Nominating & Governance Committee met 2 times (FY 2024) .
- Attendance: FY 2024—each Trustee attended all Board and Committee meetings on which they served . FY 2023—Brown attended 75% or more of Board and Committee meetings .
- Board leadership: Chairman is John Zader; Board meets at least quarterly and holds executive sessions; Independent Trustees meet quarterly in executive session with the CCO .
| Committee | Role | Members | FY 2024 Meetings |
|---|---|---|---|
| Audit Committee | Chair | Sandra Brown; Members: Robert F. Goldrich, John Zader | 4 |
| Nominating & Governance | Member | Sandra Brown; Members: Robert F. Goldrich, John Zader | 2 |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from SOR ($) | $15,920 | $8,131 |
| Total Compensation from Fund Complex ($) | $202,618 | $180,000 |
| Pension/Retirement Benefits | None | None |
| Deferred Compensation Plan Availability | Available; non-qualified plan permitting deferral elections | Available; non-qualified plan permitting deferral elections |
Notes:
- Independent Trustees receive an annual retainer plus Board/Committee meeting fees; Board/Committee chairs receive additional fees (specific rates not disclosed) .
Performance Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed for Independent Trustees | Not disclosed for Independent Trustees |
| Option awards | Not disclosed for Independent Trustees | Not disclosed for Independent Trustees |
| Performance metrics tied to director compensation | Not disclosed (director pay described as retainer/meeting fees) | Not disclosed (director pay described as retainer/meeting fees) |
| Clawback provisions (director-specific) | Not disclosed | Not disclosed |
| Perquisites | Not disclosed | Not disclosed |
Other Directorships & Interlocks
| Company/Entity | Role | Period | Notes |
|---|---|---|---|
| Investment Managers Series Trust III | Trustee | Current | IMST III includes multiple series; FPA advises certain series within the Fund Complex |
| Bragg Capital Trust | Trustee | 2020–2023 | Prior trustee role |
Expertise & Qualifications
- Senior leadership experience in investment management distribution and administration (Transamerica; Bank of America Mutual Fund Administration) and governance roles across registered investment companies .
- Committee leadership as Audit Committee Chair; Board governance and nominating experience; familiarity with 1940 Act risk oversight processes .
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Dollar Range of SOR Shares Owned | $10,000–$50,000 | None |
| Aggregate Dollar Range in Fund Complex Overseen | Over $100,000 | None |
Additional ownership context:
- As of April 2, 2025, all officers and Trustees as a group owned less than 1% of SOR’s outstanding shares .
Governance Assessment
- Strengths: Independence; service as Audit Committee Chair; fully attended Board and Committee meetings in FY 2024; robust committee charters and pre-approval policies; independent legal counsel retained by Independent Trustees; executive sessions and quarterly engagement with CCO support risk oversight .
- Alignment Considerations: Brown reported “None” for SOR share ownership and Fund Complex holdings as of Dec 31, 2024, after reporting meaningful ownership in 2023—this reduction may be viewed as a potential alignment concern for some investors .
- Conflicts/Related Parties: Independent Trustees do not hold interests in the Adviser or entities under common control; Audit Committee pre-approves auditor services; no material legal proceedings involving nominees; committee independence affirmed under NYSE standards .
RED FLAGS
- No current SOR share ownership disclosed for Brown as of Dec 31, 2024 (previously $10k–$50k in 2023), potentially weakening ownership alignment signals .