Thomas Moore
About Thomas J. Moore
Independent Class I Director of SRH Total Return Fund, Inc. (STEW); birth year 1965; Director since 2023; standing for re‑election to term expiring at the 2028 annual meeting. Former EY Senior Partner (2005–2023) and VertexCFO CFO Advisor (2023–2025); MBA, Northwestern University (Kellogg), BS in Accounting & Business Administration, University of Kansas. The Board selected Moore for his financial expertise and M&A/transaction background; he serves as an Independent Director under the 1940 Act.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VertexCFO | Chief Financial Officer (Advisor) | 2023–2025 | Provided strategic planning, FP&A, forecasting, process improvements, and M&A advisory to startups and middle‑market companies |
| Ernst & Young LLP | Senior Partner | 2005–2023 | Advised PE and corporate clients on M&A/divestitures and complex business matters |
| LaSalle National Bank | Vice President | 1999–2005 | Corporate banking leadership |
| BMO | Director, North American Corporate Banking | 1994–1998 | Corporate banking coverage |
| Harris Trust Bank | Officer, Corporate Audit Group | 1992–1993 | Internal audit |
| Friedman, Eisenstein, Raemer & Schwartz | Audit Senior | 1990–1992 | Public accounting |
| Laventhol & Horwath | Audit Senior | 1988–1990 | Public accounting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other Public Company Boards | — | — | None disclosed |
Board Governance
- Independence and structure: 60% of the Board is independent; all standing committees (Audit, Nominating, QLCC) are composed entirely of Independent Directors. The Chair is an Interested Director (also President/CIO of the Sub‑Adviser), mitigated by a Lead Independent Director structure and independent counsel for the Independent Directors.
- Committee assignments (Moore): Audit Committee Member; Nominating Committee Member; the Audit Committee also serves as the QLCC. Audit Committee met 2 times; Nominating Committee met 2 times in FY ended Nov 30, 2024; QLCC did not meet separately.
- Committee chairs: Audit Committee chaired by Steven K. Norgaard (also designated “audit committee financial expert”). Lead Independent Director: Steven K. Norgaard.
- Attendance: Each Director serving the full fiscal year attended at least 75% of Board and applicable committee meetings.
Fixed Compensation
| Component | Amount / Policy | Period/As of | Notes |
|---|---|---|---|
| Aggregate compensation from Fund (cash) – Thomas J. Moore | $71,000 | FY ended Nov 30, 2024 | Paid to Independent Directors only; no pensions/retirement benefits. Travel/out‑of‑pocket reimbursed. |
| Quarterly retainer (Independent Directors) | $10,000 per quarter | Policy | Applies to each Independent Director. |
| In‑person Board meeting fee | $5,000 per meeting | Policy | Paid per in‑person Board meeting. |
| Audit Committee meeting fee | $3,000 per meeting | Policy | Audit Chair receives additional $3,000 per meeting. |
| Nominating Committee meeting fee | $1,000 per meeting | Policy | Paid per Nominating Committee meeting. |
| Telephonic Board meeting fee | $1,000 per telephonic meeting | Policy | Paid per telephonic Board meeting. |
| Lead Independent Director premium | $3,125 per regular quarterly meeting | Policy | Applies to Lead Independent Director (Norgaard). |
Performance Compensation
| Element | Details | Evidence |
|---|---|---|
| Equity/Options/Performance awards to Directors | None disclosed; Director compensation is cash‑based (retainers/meeting fees). No compensation committee. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (Moore) | None disclosed |
| Committee roles at other companies | None disclosed |
| Interlocks with competitors/suppliers/customers | None disclosed for Moore; note Adviser/Sub‑Adviser affiliates on the Board (Interested Directors) |
Expertise & Qualifications
- Financial/accounting and transaction expertise: former EY Senior Partner advising PE/corporates on M&A/divestitures; prior corporate banking and audit roles.
- Advanced education: MBA (Kellogg, Northwestern); BS in Accounting & Business Administration (University of Kansas).
- Board cited rationale: financial expertise, business and executive experience, strategy skills; selected for extensive background in financial matters.
Equity Ownership
| Item | Amount | As of / Basis |
|---|---|---|
| Total beneficial ownership (shares) | 6,211 (3,072 direct; 3,139 indirect via spouse) | Record date Oct 3, 2025 |
| Ownership as % of shares outstanding | ~0.006% (6,211 / 96,441,500) using shares outstanding at Record Date | Record date Oct 3, 2025 |
| Dollar range of equity in Fund | Over $100,000 | Record date Oct 3, 2025 |
| Securities of Adviser/Sub‑Adviser owned by Independent Directors or their immediate family | None (per disclosure) | FY ended Nov 30, 2024 |
Insider Trades (Form 4)
| Trade Date | Filing Date | Type | Shares | Price | Ownership Form | Source |
|---|---|---|---|---|---|---|
| 2025‑04‑10 | 2025‑04‑11 | Open market purchase | 3,080 | $16.2262 | Indirect (by spouse) |
Section 16(a) Compliance: The Fund reports all required insiders were in compliance with beneficial ownership reporting for FY ended Nov 30, 2024.
Governance Assessment
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Strengths
- Independent Director with deep financial and transaction expertise; member of both Audit and Nominating Committees; Board explicitly cites his financial expertise as rationale for selection.
- Cash compensation appears modest and formulaic; no pension; attendance threshold met; personal ownership “Over $100,000,” plus 6,211 shares beneficial, signaling alignment.
- Committees composed entirely of Independent Directors; Audit Committee chaired by a designated financial expert; presence of a Lead Independent Director.
-
Considerations / Potential red flags to monitor
- Concentrated control among Horejsi/Ciciora‑related trusts (≈47% of outstanding shares), which can influence governance outcomes irrespective of broader shareholder preferences.
- Board chair is an Interested Director who is also President/CIO of the Sub‑Adviser; while mitigated by independent committees and a Lead Independent Director, this structural conflict warrants ongoing scrutiny.
- The Fund does not have a Compensation Committee; compensation oversight functions are not described beyond the fee schedule, which is common for closed‑end funds but reduces a formal forum for pay‑related governance.
-
Engagement signals
- Moore serves actively on key committees (Audit, Nominating), with the Audit Committee meeting twice and the Nominating Committee meeting twice in the last fiscal year; Board/committee attendance thresholds met.
- Insider purchase in April 2025 (indirect by spouse) further supports alignment.