Thomas Brock
About Thomas W. Brock
Independent Chairman of the Boards of Liberty All-Star Equity Fund (NYSE: USA) and Liberty All-Star Growth Fund, Inc.; Trustee/Director since 2005 and Chairman since 2015; year of birth 1947. Prior roles include CEO and Acting CEO of Silver Bay Realty (2016–2017) and Director of Silver Bay Realty (2012–2017). He is classified as independent; all Trustees/Directors of the Funds are independent. As Chairman, he presides over Board meetings and serves as liaison with management and counsel.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Bay Realty | Director | 2012–2017 | Board service at public REIT |
| Silver Bay Realty | Acting CEO | 2016 | Leadership transition role |
| Silver Bay Realty | CEO | 2016–2017 | Chief executive oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 1290 Funds | Trustee | Since 2016 | Current public fund complex directorship |
Board Governance
- Roles and independence: Independent Chairman of both Boards; all Trustees/Directors are independent under the 1940 Act and NYSE standards. The Chairman presides at meetings and acts as liaison with management and counsel.
- Committee assignments: Member, Audit Committee (financially literate; Audit Committee Financial Expert is Maureen K. Usifer); Member, Nominating & Governance Committee (Chair: John J. Neuhauser).
- Meeting cadence and attendance: Each Board held four regular meetings in FY2024 and Audit Committees met four times; Mr. Brock did not attend the August 2024 Audit Committee meeting; otherwise all Trustees/Directors were present at Board and Audit Committee meetings. None of the Trustees/Directors attended the Funds’ 2024 annual shareholder meetings (no formal attendance policy).
- Risk oversight: The Boards oversee investment, valuation, compliance, and operational risks directly and through the Audit Committees; service providers report regularly, including the Funds’ CCO and external auditor.
Fixed Compensation
Director compensation is reviewed by the Nominating & Governance Committee; neither Fund has a bonus, profit sharing, or retirement plan.
| Metric | 2023 | 2024 |
|---|---|---|
| Equity Fund Aggregate Compensation (cash) | $71,989 | $80,312 |
| Growth Fund Aggregate Compensation (cash) | $27,011 | $29,188 |
| Total Compensation from Fund Complex (cash) | $99,000 | $109,500 |
- Structure: Cash retainer/fees; no equity grants or meeting/bonus plans disclosed.
Performance Compensation
- None disclosed for independent directors; no performance-based bonus plans, option awards, PSUs/RSUs, or meeting fees noted. The Funds state they do not have bonus, profit sharing, or retirement plans for Trustees/Directors.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| 1290 Funds | Trustee | Not disclosed | Current public fund complex directorship |
- No disclosed related interlocks with USA’s adviser (ALPS Advisors, Inc.) or portfolio managers; Chairman is not affiliated with AAI, which the Boards view as appropriate given potential conflicts.
Expertise & Qualifications
- Recognized by the Board for extensive investment management and organizational leadership experience: CEO of an SEC-registered investment adviser; chair/trustee of an open-end investment company; adjunct graduate business school professor; long-standing Trustee/Director of the Funds.
- Audit Committee member; Board determined all Audit Committee members are financially literate (committee financial expert is Ms. Usifer).
Equity Ownership
- Beneficial ownership dollar ranges as of Dec 31, 2024: Equity Fund $500,001–$1,000,000; Growth Fund $100,001–$500,000; aggregate $500,001–$1,000,000.
| Fund | 2023 Shares | 2024 Shares |
|---|---|---|
| Liberty All-Star Equity Fund (USA) | 85,000 | 85,000 |
| Liberty All-Star Growth Fund, Inc. | 60,142 | 60,142 |
- Concentration/limits: Each Trustee and Executive Officer and the group owned less than 1% of outstanding shares of each Fund as of Dec 31, 2024.
- Independence/conflict screen: As of Dec 31, 2024, no Independent Trustee/Director or immediate family members owned any class of securities of another investment adviser or portfolio manager to the Funds or their affiliates.
Governance Assessment
-
Positives
- Independent Chairman with long tenure and broad oversight responsibility; all Trustees/Directors are independent.
- Active committee service (Audit; Nominating & Governance) with Board-affirmed financial literacy; separation of financial expert responsibility to a different director supports balanced oversight.
- Strong ownership alignment: substantial personal holdings in both Funds with stable share count YoY.
-
Watch items / RED FLAGS
- Attendance: missed the August 2024 Audit Committee meeting; none of the Trustees/Directors attended the 2024 annual shareholder meetings (no policy), which can be perceived as reduced shareholder engagement.
- Board refreshment: service since 2005 implies very long tenure; while experience is valuable, some investors view extended tenure as a potential independence/refreshment concern absent periodic board renewal disclosures.
- Not designated as the audit committee financial expert (role held by Ms. Usifer), which is not a deficiency but clarifies expertise locus within the committee.
-
Conflicts/related-party exposure
- Chairman not affiliated with the investment adviser (AAI) and Funds report no adviser/portfolio-manager securities ownership by Independent Trustees or immediate family—both reduce conflict risk.