Phillip Goldstein
About Phillip Goldstein
Phillip F. Goldstein (age 79) is an activist investor and co-founder/partner of Bulldog Investors, LLP, serving as a Non-Interested Director of The Swiss Helvetia Fund (SWZ) since 2018 and Chair of its Governance/Nominating Committee as of the 2024 proxy; he beneficially owned 16,783 SWZ shares (dollar range: Over $100,000) as of September 6, 2024 . He holds a B.Eng. from the University of Southern California (1966) and an M.Eng. from City College of New York (1968), and is widely recognized for closed-end fund activism . On February 21, 2025, shareholders approved Bulldog Investors as SWZ’s investment adviser; per prior SWZ disclosures, this change was expected to alter Goldstein’s independence status due to his Bulldog affiliation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MVC Capital, Inc. | Director | Until 2020 | Governance/oversight in BDC context; later exited board . |
| Crossroads Liquidating Trust | Trustee | Until 2020 | Winding-down/oversight functions . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Mexico Equity and Income Fund, Inc. (MXE) | Chairman and Director | Since 2000 | Longstanding leadership in closed-end fund governance . |
| Special Opportunities Fund, Inc. (SPE) | Chairman, Director, Secretary | Since 2009 | Considered an “interested person” due to Bulldog affiliation . |
| High Income Securities Fund (PCF) | Chairman, Trustee, Secretary | Since 2018 | Bulldog-affiliated governance; portfolio management activism . |
| Brookfield DTLA Fund Office Trust Investor Inc. (DTLAP) | Director | Since 2017 | Public RE entity; board service alongside Bulldog principals . |
| BNY Mellon Municipal Income Inc. | Director | Since 2024 | Recent appointment broadening muni CEF exposure . |
Board Governance
- SWZ committees (2024 proxy): Audit Committee (Sell—Chair; Dayan; Hellerman); Governance/Nominating Committee (Dayan; Goldstein—Chair); Pricing Committee (Hellerman—sole member). Lead Independent Director: Moritz A. Sell .
- Attendance: In 2023, each director attended at least 75% of Board and committee meetings; Goldstein attended the 2023 Annual Meeting .
- Independence: In 2024, Goldstein was a Non-Interested Director and Chair of Governance/Nominating . The Board disclosed in 2019 that if Bulldog became SWZ’s adviser, Goldstein would no longer be independent and would step down from Governance/Nominating, to be replaced by a Non-Interested Director . Shareholders approved Bulldog as adviser on Feb 21, 2025; Bulldog became adviser on March 31, 2025 .
Fixed Compensation
| Component (2023) | Amount | Notes |
|---|---|---|
| Annual retainer (Non-Interested Director) | $42,000 | Chairman of the Board: $56,000 . |
| Committee chair retainer (each standing committee) | $48,000 | Applies to Audit, Governance/Nominating, Pricing . |
| In-person Board meeting fee | $2,000 per meeting | . |
| Telephonic Board meeting fee | $750 per meeting | . |
| Committee meeting fee | $750 per meeting | . |
| Aggregate compensation to Goldstein (2023) | $59,750 | As Chair of Governance/Nominating . |
Performance Compensation
| Metric | Structure | Disclosed Terms |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed for directors | No stock awards/option awards disclosed for directors in 2023 . |
| Performance metrics tied to pay (TSR, EBITDA, ESG) | None disclosed | Director pay is cash-based retainers/fees . |
| Clawback/COC/severance for directors | Not disclosed | No director equity or severance disclosures . |
Other Directorships & Interlocks
| Company | Interlock/Linkage | Potential Conflict Notes |
|---|---|---|
| SPE, PCF, MXE | Bulldog-affiliated roles | Goldstein deemed “interested person” at SPE due to Bulldog; oversight at Bulldog-managed funds . |
| SWZ | Bulldog became adviser (2025) | Prior SWZ disclosure contemplated loss of independence and committee step-down upon Bulldog advisory approval . |
| DTLAP | Director | Non-fund issuer; separate governance context . |
Expertise & Qualifications
- Activist strategist in closed-end funds; lead investment strategist at Bulldog; frequent media/industry presence (CNBC, Forbes, Fortune) .
- Engineering education (USC B.Eng. 1966; CCNY M.Eng. 1968) supporting analytical rigor .
- Extensive multi-fund board leadership (Chair roles at MXE, SPE, PCF) .
Equity Ownership
| Holder | Shares Beneficially Owned | Dollar Range | % of Outstanding Shares | Notes |
|---|---|---|---|---|
| Phillip F. Goldstein | 16,783 | Over $100,000 | ~0.13% (16,783 / 12,990,705) | Based on 12,990,705 shares outstanding as of Sept 6, 2024 . |
| Pledging/Hedging | Not disclosed | N/A | N/A | No pledging/hedging disclosure in 2024 proxy . |
Insider Trades
| Date | Security | Transaction | Shares | Price | Value | Source |
|---|---|---|---|---|---|---|
| 2025-01-17 | SWZ Common Stock | Sale | 4,535 | $8.45 | $38,320 |
Governance Assessment
- Committee roles and effectiveness: Goldstein chaired Governance/Nominating, which oversees board effectiveness and nominations; committee met four times in 2023, indicating active engagement .
- Independence risk/red flag: With Bulldog approved as SWZ’s adviser (Feb 21, 2025; adviser effective Mar 31, 2025), SWZ’s 2019 proxy explicitly anticipated Goldstein would no longer be independent and would step down from Governance/Nominating—this is a material change in governance alignment that investors should monitor for formal implementation and subsequent committee reconstitution .
- Attendance and engagement: ≥75% meeting attendance in 2023 and participation at the annual meeting suggest basic engagement standards are met .
- Compensation alignment: Director pay is cash-based with chair premiums and meeting fees; no equity/performance awards disclosed, limiting pay-for-performance alignment but typical for closed-end fund directors .
- Ownership alignment: Personal stake of 16,783 shares (Over $100,000) provides some alignment, though the ownership percentage is modest relative to total shares outstanding .
- Additional signals: 2025 Form 4 sale of 4,535 shares may reflect portfolio or liquidity management, but single transaction does not indicate a pattern; continue monitoring for further insider activity .
- Board structure context: Lead Independent Director and independent Audit Chair roles remain in place; the board disclosed strong independent composition for key committees as of 2024 .
Key implication: The transition to Bulldog as adviser creates an independence/conflict pivot for Goldstein at SWZ per prior disclosure. Investors should verify post-2025 committee changes and any updated independence classifications in subsequent filings, as these directly affect governance safeguards and board oversight quality .