STEVEN K. NORGAARD - Corporate Board Profile

SRH Total Return Fund, Inc.

Filing Date	Source Excerpt
2012-03-28	Steven K. Norgaard, Director of BIF, BTF, DNY and FOFI. Mr. Norgaard joined each Fund’s Board in 2011. He is currently an attorney with the law firm, Steven K. Norgaard, P.C. (since 1994), where he represents a broad range of individual and corporate clients in transactional, taxation and investment related matters. Prior to starting his own law firm, Mr. Norgaard practiced at McDermott, Will & Emery’s Chicago office in the transactional and taxation departments (1990 to 1994). He has served on a number of boards and is currently a director of ATG Trust Company (since 2007), an independent trust company, where he serves on its audit and trust/investment committees. Mr. Norgaard is currently a member of the American Bar Association (Real Property and Probate Section), Illinois State Bar Association (Real Estate and Trusts and Estates Sections) and the Dupage County Bar Association (past chairman of the Estate Planning Committee). He is a frequent speaker at Chicago area conferences and seminars. He holds a B.S. from University of Illinois, Urbana-Champaign and a J.D. from the University of Chicago Law School. Based upon the foregoing, each Board selected Mr. Norgaard to serve as a Director of the Fund because of his experience advising a diverse range of business enterprises, financial experience, analytical skills, his critical thinking and legal acumen. In addition, Mr. Norgaard’s experience as a member of the audit committee of an independent trust company qualifies him as a “financial expert” (as defined under the Securities and Exchange Commission's Regulation S-K, Item 407(d)). Mr. Norgaard was recommended to each Fund’s Nominating Committee by the Advisers and a Director who is an “interested person” of the Funds.
2013-05-10	Steven K. Norgaard, Director of BIF, BTF, DNY and FOFI. Mr. Norgaard joined each Fund’s Board in 2011. ... Each Audit Committee is composed entirely of the Fund’s Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. ... Each Fund’s Board has a nominating committee (each, a “Nominating Committee”) composed of the Independent Directors of the Fund, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. ... The members of each Audit Committee are subject to the fiduciary duty to exercise reasonable care in carrying out their duties. ... For the fiscal year ended November 30, 2012 ... Steven K. Norgaard, Director ... $108,000.
2014-10-22	Steven K. Norgaard Age: 49 Class III Director Term expires 2015; Director since 2011. The Audit Committee is composed entirely of the Fund’s Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. The Nominating Committee is composed of the Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. For the fiscal year ended November 30, 2013 Steven K. Norgaard, Director $26,500 Total Compensation from the Fund and Fund Complex(1) Paid to Directors $116,500
2015-10-06	Steven K. Norgaard, Director Nominee. Mr. Norgaard joined the Fund’s Board in 2011. ... The Audit Committee is composed entirely of the Fund’s Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. ... The Nominating Committee is composed of the Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. ... The Audit Committee also serves as the Qualified Legal Compliance Committee ("QLCC") for the Fund ... The following table sets forth certain information regarding the compensation of the Directors. ... Steven K. Norgaard, Director, $29,500.
2016-10-04	Steven K. Norgaard, Director. Mr. Norgaard joined the Fund’s Board in 2011. ... The Audit Committee is composed entirely of the Fund’s Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. ... The Nominating Committee is composed of the Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. ... The Audit Committee also serves as the Qualified Legal Compliance Committee ("QLCC") for the Fund ... The following table sets forth certain information regarding the compensation of the Directors. ... Steven K. Norgaard, Director: $68,500 from Fund, $93,000 total from Fund and Fund Complex.
2017-10-10	Steven K. Norgaard Age: 52 Class III Director Term expires 2018; Director since 2011. The Audit Committee is composed entirely of the Fund's Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. The Nominating Committee is composed of the Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. The Audit Committee also serves as the Qualified Legal Compliance Committee (QLCC) for the Fund. Steven K. Norgaard, Director $83,000
2018-10-09	Steven K. Norgaard Age: 53 Class III Director If elected term expires 2021; Director since 2011. The Audit Committee is composed entirely of the Fund’s Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. The Nominating Committee is composed of the Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. Aggregate Compensation from Fund Paid to Directors Steven K. Norgaard, Director $83,000
2019-10-10	Steven K. Norgaard Birth Year: 1964 Class III Director Term expires 2021; Director since 2011. The Audit Committee is composed entirely of the Fund’s Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. The Nominating Committee is composed of the Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. The Audit Committee also serves as the Qualified Legal Compliance Committee ("QLCC") for the Fund. Director and Officer Compensation. Steven K. Norgaard, Director $83,000.
2020-10-09	Steven K. Norgaard Birth Year: 1964 Class III Director Term expires 2021; Director since 2011. The Audit Committee is composed entirely of the Fund’s Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. The Nominating Committee is composed of the Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. The Audit Committee also serves as the Qualified Legal Compliance Committee. Steven K. Norgaard received $82,000 aggregate compensation from the Fund.
2021-10-08	Mr. Richard I. Barr’s and Steven K. Norgaard’s terms as Class III Directors expire at this Annual Meeting. Based on the recommendations made by the Fund’s Nominating Committee at its meeting held on August 5, 2021, the Board, including the Independent Directors, has nominated Mr. Barr and Mr. Norgaard to stand for election at the Annual Meeting as Class III Directors to serve a three-year term until the Fund’s 2024 Annual Meeting of Stockholders, or until his successor has been duly elected and qualified. Mr. Norgaard also served on the boards of BTF, DNY and FOFI until these funds ceased operations as investment companies after the Reorganization. Mr. Norgaard is currently an attorney with the law firm Steven K. Norgaard, P.C. (since 1994), where he represents a broad range of individual and corporate clients in transactional, taxation and investment related matters. Prior to starting his own law firm, Mr. Norgaard practiced at McDermott, Will & Emery’s Chicago office in the transactional and taxation departments (1990 to 1994). He has served on a number of boards and is currently a director of The Frontier Funds (since 2013), a series of institutional open-end mutual funds, ATG Trust Company (since 2013), an independent trust company, and Attorneys’ Title Guaranty Fund, Inc. (since 2011), a title insurance company. Mr. Norgaard is currently a member of the American Bar Association and Illinois State Bar Association. He holds a B.S. from University of Illinois, Urbana-Champaign and a J.D. from the University of Chicago Law School. In 1987, he passed the Illinois CPA exam. The Audit Committee is composed entirely of the Fund’s Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. The Board has determined that Mr. Norgaard qualifies as an “audit committee financial expert,” as defined under SEC Regulation S-K, Item 407(d). The Audit Committee is in compliance with applicable rules of the listing requirements for closed-end fund audit committees including the requirement that all members of the audit committee be “financially literate” and that at least one member of the audit committee have “accounting or related financial management expertise,” as determined by the Board. The Audit Committee is required to conduct its operations in accordance with applicable requirements of the Sarbanes-Oxley Act, and the Fund’s independent publicly registered accounting firm is required to comply with the rules and regulations promulgated under the Sarbanes-Oxley Act and by the Public Company Accounting Oversight Board. The members of the Audit Committee are subject to the fiduciary duty to exercise reasonable care in carrying out their duties. Members of the Audit Committee are independent, as that term is defined by the NYSE Listing Standards. The Audit Committee met four times during the fiscal year ended November 30, 2020. The following table sets forth certain information regarding the compensation of the Directors. No persons (other than the Independent Directors, as set forth below) currently receive compensation from the Fund for acting as a Director or officer; however, Director and officers of the Fund may also be officers or employees of AAI (or an affiliate of AAI) or RMA and may receive compensation from such entities for acting in such capacities. Directors and executive officers of the Fund do not receive pension or retirement benefits from the Fund. In addition to the amounts stated below, Independent Directors receive reimbursement for travel and other out-of-pocket expenses incurred in connection with attending Board and Board committee meetings. Each Director of the Fund who is not a director, officer or employee of the Adviser, Sub-Adviser or an affiliate of the Adviser or Sub-Adviser, receives a fee of $10,000 per quarter plus $5,000 for each in-person meeting, $3,000 for each audit committee meeting, $1,000 for each nominating committee meeting and $1,000 for each telephonic meeting of the Board. The chairman of the Audit Committee receives an additional $3,000 per meeting and the Lead Independent Director receives an additional $3,125 for each regular quarterly meeting. The Board held seven (7) meetings, six (6) of which were held virtually by video conference during the fiscal year ended November 30, 2020. For purposes of determining Director remuneration, each virtual meeting held by video conference was treated as an in-person meeting. Each Director currently serving in such capacity for the entire fiscal year attended at least 75% of the meetings of the Directors of the Fund and any committee of which he is a member. The aggregate remuneration paid to the Directors of the Fund for acting as such during the fiscal year ended November 30, 2020 amounted to $246,500.
2022-10-19	Steven K. Norgaard Birth Year: 1964 Class III Director Term expires 2024; Director since 2011. The Audit Committee is composed entirely of the Fund’s Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. The Nominating Committee is composed of the Independent Directors, consisting of Dr. Jacobson and Messrs. Barr and Norgaard. Aggregate Compensation from Fund Paid to Directors Steven K. Norgaard, Director $82,000
2023-10-17	Steven K. Norgaard is Class III Director. Term expires 2024; Director since 2011. The Audit Committee is composed entirely of the Fund’s Independent Directors, consisting of Messrs. Barr, Moore, and Norgaard. The Nominating Committee is composed of the Independent Directors, consisting of Messrs. Barr, Moore, and Norgaard. Aggregate Compensation from Fund Paid to Directors: $79,000.
2024-10-15	Attorney (since 1990), Steven K. Norgaard, P.C. (law firm).