Karen Caldwell
About Karen Caldwell
Karen Caldwell, 66, was appointed to ASA’s Board effective August 19, 2025, and serves as an Independent Director and Chair of the Audit and Ethics Committee; the Board has determined she qualifies as an “Audit Committee Financial Expert.” She is currently CFO of Tides Network (since 2024) and previously CFO of Reform Alliance (2019–2024), with earlier senior finance roles at NYC Housing Authority, NHP Foundation, Hanseatic Management Services, Amundi Investments, ABN AMRO/LaSalle Bank, and JPMorgan. She holds a B.S. in Accounting (Florida A&M University) and an MBA in Finance & Marketing (Northwestern University, Kellogg School of Management). ASA’s Board is composed entirely of Independent Directors under NYSE rules, including Ms. Caldwell.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tides Network | Chief Financial Officer | 2024–Present | Executive finance leadership |
| Reform Alliance | Chief Financial Officer | 2019–2024 | Executive finance leadership |
| NHP Foundation | Chief Financial Officer & Treasurer | 2018–2019 | Executive finance leadership |
| NYC Housing Authority | Chief Financial Officer & EVP | 2016–2018 | Executive finance leadership |
| Hanseatic Management Services, Inc. | President | 2015–2016 | Asset management leadership |
| Amundi Investments, LLC | Managing Director, Alternative Investments | 2008–2014 | Investment leadership |
| ABN AMRO/LaSalle Bank Corp. Treasury | Group SVP & Co-Head of Rates & Portfolio Mgmt | 1994–2008 | Treasury leadership |
| JPMorgan Chase | VP, FX Trading & Sales | 1982–1994 | Markets/trading leadership |
| Chicago Housing Authority | Director; Audit Committee member | 2014–2015 | Audit oversight |
External Roles
| Organization | Ticker | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| Saba Capital Income & Opportunities Fund | NYSE: BRW | Trustee; Chairwoman of Audit Committee | Since 2020 | Audit leadership |
| Saba Capital Income & Opportunities Fund II | NYSE: SABA | Trustee | Since 2023 | Board oversight |
| Templeton Global Income Fund | — | Trustee | Since Feb 2023 | Board oversight |
| Finite Solar Finance Fund | — | Trustee | 2021–2023 | Board oversight |
Board Governance
- Committee assignments: Chair, Audit & Ethics Committee; members are Caldwell (Chair), Bruce, and Desai; Caldwell designated an “Audit Committee Financial Expert.”
- Nominating & Governance Committee: Members are Bruce (Chair), Caldwell, and Desai; Caldwell actively participates in board composition and nomination processes.
- Independence: ASA’s Board currently consists entirely of Independent Directors; Audit & Ethics Committee members meet NYSE independence standards.
- Attendance and engagement: In FY2024 there were 15 Board meetings and 8 committee meetings; each Director attended all meetings of the Board and, if a member, the committee during the time served. In August 2025 the Board bifurcated the combined committee into separate Nominating & Governance and Audit & Ethics committees.
- Risk oversight: The Board oversees investment, compliance, operational, and valuation risks, with regular interactions with executive officers, independent auditors, counsel, and service providers.
- Audit & Ethics Committee report: Caldwell signed the Committee’s report recommending inclusion of audited financial statements for FY2024 and confirming auditor independence processes.
Fixed Compensation
| Fee Component | FY 2024 Schedule | Effective Sept 19, 2025 Schedule |
|---|---|---|
| Annual Director Retainer (Independent) | $25,000 | $65,000 |
| Chair of Board Additional Fee | $15,000 | Not specified in 9/19 change |
| In-person Board Meeting Fee | $5,000 per meeting | Not specified (replaced by special meeting fee) |
| Telephonic Board Meeting Fee | $1,500 per meeting | Not specified (replaced by special meeting fee) |
| Special Board Meeting Fee | — | $1,500 per special meeting |
| Chair, Nominating & Governance Committee | $7,500 | $7,500 |
| Chair, Audit & Ethics Committee | $7,500 (combined committee in FY2024) | $8,500 |
- Caldwell was appointed August 19, 2025 and did not receive compensation from ASA during FY2024 (table shows “N/A”).
Performance Compensation
- The proxy’s director compensation section presents cash retainers and fees; no stock or option awards are listed for non-employee directors for FY2024.
Other Directorships & Interlocks
| Counterparty | Nature of Interlock | Relevance |
|---|---|---|
| Saba Capital Income & Opportunities Fund (BRW); Saba Capital Income & Opportunities Fund II (SABA) | Caldwell is Trustee (BRW/SABA) and Audit Committee Chairwoman (BRW); ASA’s Board Chair, Paul Kazarian, is a Portfolio Manager at Saba Capital Management, L.P. | Overlapping roles may create perceived information-flow channels; company notes other board service is acceptable absent significant conflicts and overcommitment. |
- Company stance: Director participation on other boards is considered beneficial provided no significant conflicts of interest exist and directors are not overcommitted.
Expertise & Qualifications
- Designated Audit Committee Financial Expert; deep public accounting and executive finance background (CFO roles, treasury leadership, alternative investments).
- Education: B.S. in Accounting (Florida A&M), MBA in Finance & Marketing (Northwestern Kellogg).
- Decades in senior roles across top financial institutions and public-sector finance.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Dollar Range |
|---|---|---|---|
| Karen Caldwell | None | N/A | None |
Governance Assessment
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Strengths: Independent director; Audit & Ethics Committee Chair with “Financial Expert” designation; strong finance and audit pedigree; Board is fully independent; Committee report processes indicate robust auditor independence oversight; attendance was full during time served and overall meeting cadence is significant.
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Compensation structure: Clear cash-based retainers and chair fees; post-9/19/2025 fee increases likely reflect enhanced responsibilities after committee bifurcation; no equity awards listed for directors (reduces dilution concerns).
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Alignment considerations: Caldwell currently holds no ASA shares; absence of ownership may signal weaker “skin-in-the-game” alignment, though independence and committee leadership partially offset governance concerns.
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Interlocks and potential conflicts: Trusteeships at Saba-managed funds and ASA’s Chair’s employment at Saba Capital create visible interlocks; company explicitly emphasizes avoiding significant conflicts and overcommitment, but ongoing monitoring of related-party exposure and service-provider relationships is prudent.
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RED FLAGS:
- No personal share ownership in ASA (alignment risk).
- Board interlocks with Saba-managed funds while ASA’s Chair is a Saba portfolio manager (perceived conflict risk; warrant monitoring for transactions or service arrangements).
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Net takeaway: Caldwell enhances audit rigor and board effectiveness via deep CFO/audit experience and NYSE-defined independence; investors should balance these strengths against low ownership alignment and Saba-related interlocks.