Steven Norgaard
About Steven K. Norgaard
Steven K. Norgaard (birth year: 1964) is the Lead Independent Director of SRH Total Return Fund, Inc. (STEW) and has served on the Board since 2011. He is an attorney and principal of Steven K. Norgaard, P.C. (since 1994), with prior transactional and tax practice at McDermott Will & Emery (1990–1994). He holds a B.S. from the University of Illinois, Urbana-Champaign, a J.D. from the University of Chicago Law School, and passed the Illinois CPA exam in 1987. The Board has designated him as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDermott, Will & Emery (Chicago) | Attorney, transactional and taxation departments | 1990–1994 | Built foundational legal/tax expertise applicable to fund oversight |
| Boulder Total Return Fund (BTF), The Denali Fund (DNY), First Opportunity Fund (FOFI) | Director (prior to reorganization into STEW) | Through reorganization into STEW | Closed-end fund board experience carried into STEW governance |
| ATG Trust Company | Director | 2013–2021 | Trust and fiduciary oversight experience |
| Attorneys’ Title Guaranty Fund, Inc. | Director | 2011–2022 | Title insurance governance experience |
External Roles
| Organization | Role | Tenure/Scope | Notes |
|---|---|---|---|
| The Frontier Funds | Director | Since 2013; 1 fund | Open-end mutual fund complex |
| Elevation Series Trust | Director | Since 2022; 31 funds | Series trust for open-end funds/ETFs |
Board Governance
- Roles and independence: Lead Independent Director; Independent Director under the 1940 Act. Serves as liaison to management and helps set agendas for board meetings. Committees (all independent membership): Audit, Nominating, and Qualified Legal Compliance Committee (QLCC; served by the Audit Committee). No Compensation Committee at the Fund.
- Committee assignments and expertise: Member of the Audit Committee and Nominating Committee; the Audit Committee also functions as the QLCC. Designated “audit committee financial expert.”
- Committee activity and attendance: Audit Committee met 2 times in FY ended Nov 30, 2024; Nominating Committee met 2 times; the QLCC did not meet separately. Each Director serving the full year attended at least 75% of board and committee meetings.
- Shareholder support (most recent election): In 2024, Norgaard was re-elected Class III Director with 92.058% of votes cast “For” (78,449,128 For; 6,768,111 Against/Withhold).
| 2024 Director Election (Class III) | Votes For | For (%) | Against/Withhold | Against/Withhold (%) |
|---|---|---|---|---|
| Steven K. Norgaard | 78,449,128 | 92.058% | 6,768,111 | 7.942% |
Fixed Compensation
- Structure for Independent Directors (FY 2024): Quarterly retainer plus meeting-based fees; additional stipends for Audit Committee Chair and Lead Independent Director.
| Component | Amount | Notes |
|---|---|---|
| Quarterly retainer | $10,000 per quarter | Paid to each Independent Director |
| In-person board meeting fee | $5,000 per meeting | Additional to retainer |
| Audit Committee meeting fee | $3,000 per meeting | Additional to retainer |
| Nominating Committee meeting fee | $1,000 per meeting | Additional to retainer |
| Telephonic board meeting fee | $1,000 per meeting | Additional to retainer |
| Audit Committee Chair premium | $3,000 per meeting | Additional if serving as chair |
| Lead Independent Director premium | $3,125 per regular quarterly meeting | Additional for Lead Independent Director |
- FY 2024 aggregate compensation paid by the Fund:
| Director | FY 2024 Aggregate Compensation |
|---|---|
| Steven K. Norgaard | $83,125 |
Performance Compensation
The proxy discloses cash retainers and meeting fees for Independent Directors; no equity-based or performance-based director compensation (RSUs/PSUs/options) or performance metrics are disclosed for directors.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| The Frontier Funds | Public fund complex | Director | Unrelated to STEW’s adviser; typical industry overlap for fund directors |
| Elevation Series Trust | Public fund complex | Director | Unrelated to STEW’s adviser; typical industry overlap for fund directors |
- Board-level context: SRH’s Chairman (Joel W. Looney) is an Interested Director (President/CIO of Sub-Adviser SRH) and sits on the boards of Peak Trust Company-AK and Peak Trust Company-NV. Peak Trust Company-AK is the sole trustee for trusts owning 47.07% of STEW’s outstanding shares—indicating significant concentrated ownership. The Fund uses a Lead Independent Director and fully independent committees to mitigate potential conflicts inherent in this structure.
Expertise & Qualifications
- Legal and financial background: Attorney since 1990; principal of his law firm since 1994; transactional/tax experience at McDermott Will & Emery (1990–1994). Passed Illinois CPA exam (1987).
- Education: B.S., University of Illinois Urbana-Champaign; J.D., University of Chicago Law School.
- Board credentials: Designated by the Board as an “audit committee financial expert.”
Equity Ownership
| Metric | Value | As-of |
|---|---|---|
| Beneficial ownership (shares) | 5,809 | Record date Oct 3, 2025 |
| Ownership % of class | <1% | Based on 96,441,500 shares outstanding |
| Dollar range (proxy category) | Over $100,000 | Proxy table category |
| Independence from adviser/sub-adviser securities | None; neither Independent Directors nor their immediate families held securities of the Adviser/Sub-Adviser or their control affiliates | FY 2024 disclosure |
| Section 16(a) filing compliance | Fund believes all applicable insiders complied during FY 2024 | FY 2024 compliance statement |
Governance Assessment
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Positives
- Lead Independent Director with designated audit committee financial expertise; committees (Audit, Nominating, QLCC) are fully independent, supporting oversight quality.
- Strong shareholder support in 2024 re-election (92.06% For), indicating investor confidence.
- Documented meeting cadence and ≥75% attendance compliance among directors; clear disclosure of committee activities.
- Alignment: Personal ownership with “Over $100,000” dollar range and disclosed share count; no adviser/sub-adviser cross-holdings by Independent Directors or immediate families.
-
Watch items / potential red flags
- Concentrated control: Horejsi-related trusts (via Peak Trust Company-AK as sole trustee) collectively own 47.07% of shares, elevating influence risks for minority holders. The Chair’s separate directorships at Peak Trust entities add perceived entanglement, increasing reliance on the Lead Independent Director and independent committees.
- No Compensation Committee: While common in closed-end funds, discretionary compensation oversight for executives of service providers occurs outside the board—places more emphasis on Audit/Nominating/QLCC rigor.
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Overall view: Norgaard’s legal/financial credentials, long tenure, lead independent role, and audit expertise are governance positives. The board’s independence structures are important mitigants in the context of concentrated ownership and the Interested Chairman, and Norgaard’s role appears central to maintaining investor confidence in oversight.