Phillip Goldstein
About Phillip Goldstein
Phillip Goldstein serves as Chairman of the Board and Secretary of Special Opportunities Fund, Inc. (SPE) and has held these roles since October 2009. He is an “Interested Director” due to his affiliation with Bulldog Investors, LLP (the Adviser), and is a principal of Bulldog Holdings, LLC and a partner in Ryan Heritage, LLP; his birth year is 1945, and he oversees three portfolios in the fund complex as a director. The proxy does not disclose executive-specific performance metrics (e.g., TSR, revenue growth, EBITDA) tied to his compensation; SPE states it does not have bonus, profit sharing, pension, or retirement plans for directors, and interested directors either receive no compensation from the Fund or any such compensation is deducted from the advisory fee.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Special Opportunities Fund, Inc. | Chairman and Secretary | Since 2009 | Board leadership and governance oversight of closed-end fund operations |
| Bulldog Holdings, LLC | Principal | Since 2009 | Oversight of entities formerly serving as GP to private investment partnerships |
| Bulldog Investors, LLP (Adviser) | Partner | Since 2009 | Investment adviser leadership for SPE and related funds |
| Ryan Heritage, LLP | Partner | Since 2019 | SEC-registered investment adviser partnership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Mexico Equity and Income Fund, Inc. | Chairman | Ongoing (as of Oct 20, 2025) | Board leadership of closed-end fund |
| High Income Securities Fund | Chairman | Ongoing (as of Oct 20, 2025) | Board leadership of closed-end fund |
| Total Return Securities Fund | Director | Ongoing (as of Oct 20, 2025) | Governance oversight of fund portfolio |
| Brookfield DTLA Fund Office Trust Investor, Inc. | Director | Ongoing (as of Oct 20, 2025) | Governance of real estate investment entity |
| BNY Mellon Municipal Income Inc. | Director | Until 2025 | Governance oversight until 2025 |
| Swiss Helvetia Fund, Inc. | Director | As of Oct 4, 2024 | Governance oversight of closed-end fund |
| Crossroads Liquidating Trust | Trustee | Until 2020 | Oversight of liquidating trust |
| MVC Capital, Inc. | Director | Until 2020 | Governance oversight of BDC/private equity vehicle |
Fixed Compensation
SPE does not operate traditional executive pay programs for “interested” directors. Interested directors (including Goldstein) receive no compensation from the Fund; if any compensation is paid for director services, it is deducted from the advisory fee paid to the Adviser.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Aggregate Compensation From the Fund ($) | None | None | None |
| Metric | FY 2024 |
|---|---|
| Total Compensation from Fund and Fund Complex Paid to Director ($) | $94,750 |
Notes:
- Independent Director cash retainer increased from $55,000 to $60,000 beginning January 1, 2025, plus meeting fees; interested directors do not receive Fund compensation. This underscores that SPE does not use cash incentives (salary/bonus) for Goldstein at the Fund level.
Performance Compensation
No performance-based awards (e.g., RSUs/PSUs/options), performance metrics, vesting schedules, clawbacks, tax gross-ups, or deferred compensation programs for directors are disclosed in SPE’s proxy materials. The Fund states it does not have bonus, profit sharing, pension, or retirement plans for directors.
Equity Ownership & Alignment
| Data Point | As of Oct 4, 2024 | As of Oct 20, 2025 |
|---|---|---|
| Dollar Range of Equity Securities in the Fund (Goldstein) | Over $100,000 | Over $100,000 |
| Data Point | As of Oct 4, 2024 |
|---|---|
| Directors and officers as a group beneficial ownership of common stock | Less than 2% |
| Directors and officers as a group beneficial ownership of preferred stock | Less than 1% |
Additional observations:
- The proxy does not disclose Goldstein’s exact share count, vested/unvested breakdown, options, or any shares pledged as collateral.
- Section 16(a) compliance: SPE reports no filing delinquencies for persons subject to Section 16 during FY 2024.
Employment Terms
- Officer/Interested Person status: Goldstein is an “Interested Director” due to affiliation with Bulldog Investors, LLP; he serves as Chairman and Secretary.
- Compensation framework: Interested directors either receive no compensation from the Fund or any compensation is deducted from the advisory fee paid to the Adviser; the Fund does not maintain bonus, profit sharing, pension, or retirement plans.
- Compensation governance: The Board does not have a standing compensation committee; independent director pay is set via retainers and meeting fees.
- Contracts/severance/change-of-control: No employment agreements, severance multiples, change-of-control triggers, non-competes, or consulting arrangements are disclosed in the proxy materials.
Board Governance and Committee Roles
- Board leadership: Goldstein is Chairman of the Board and Secretary; he is an Interested Director affiliated with the Adviser. The Board lacks a Lead Independent Director.
- Committee structure: Committees are composed solely of Independent Directors. Audit & Valuation Committee members are Harris, Hellerman, Lunder, and Rothchild (Chair); Nominating & Corporate Governance Committee members are Harris, Hellerman, Lunder (Chair), and Rothchild. Goldstein is not a member of these committees.
- Board activity/attendance: During FY 2024, the Board met four times; each present Director and nominee attended at least 75% of meetings of the Board and relevant committees.
- Election mechanics: Goldstein is elected by preferred stockholders voting as a separate class, highlighting the distinct governance role tied to preferred share representation.
Dual-role implications and independence:
- Goldstein’s dual role as Chairman and affiliate of the Adviser (Interested Director) combined with no Lead Independent Director increases potential independence and oversight concerns, though SPE asserts its current structure facilitates information flow and appropriate risk oversight given fund size/complexity.
Investment Implications
- Alignment: Goldstein reports “Over $100,000” in SPE holdings, indicating personal capital at risk; however, lack of precise share counts and absent pledging disclosures limit quantitative alignment analysis. Section 16 compliance shows no filing delinquencies.
- Incentives: With no Fund-level cash compensation and no disclosed equity/option grants or performance-linked awards for interested directors, incentives are primarily reputational and advisory-fee linked (if any director compensation is paid, it is deducted from the advisory fee), which may reduce insider selling pressure from vesting-related events but can raise Adviser-affiliation conflict considerations.
- Governance risk: Chairman status plus Adviser affiliation and no Lead Independent Director represent independence red flags; mitigants include independent-only committees (Audit & Valuation and Nominating & Governance) and reported strong attendance. Monitoring preferred stockholder election dynamics and committee efficacy is prudent.
- Trading signals: Absence of disclosed option grants, vesting schedules, or retention bonuses suggests limited forced-selling catalysts; focus should remain on fund performance, discount/NAV dynamics, and governance actions (e.g., committee oversight, preferred-class elections) rather than executive event-driven pay mechanics.