Karen Caldwell
About Karen Caldwell
Karen Caldwell is an Independent Trustee of Saba Capital Income & Opportunities Fund (BRW) since July 2020 and serves as Chairperson of the Audit Committee; she is designated as the Audit Committee Financial Expert under Sarbanes-Oxley . She also serves as an Independent Trustee and Audit Committee Chair for Saba Capital Income & Opportunities Fund II since February 2023 . Caldwell’s background spans senior finance roles across nonprofits and financial institutions; she holds a B.S. in Accounting from Florida A&M University and an MBA in Finance & Marketing from Northwestern University (Kellogg) . Date of birth: January 22, 1959 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tides Network | Chief Financial Officer | Since 2024 | Senior finance leadership for social justice non-profit |
| Reform Alliance | Chief Financial Officer | 2019–2024 | Led finance for probation reform organization |
| NHP Foundation | Chief Financial Officer & Treasurer | 2018–2019 | Affordable housing non-profit finance leadership |
| New York City Housing Authority | Chief Financial Officer & EVP | 2016–2018 | Executive financial leadership for public housing authority |
| Hanseatic Management Services, Inc. | President | 2015–2016 | Asset management leadership |
| Amundi Investments, LLC | Managing Director, Alternative Investments | 2008–2014 | Led alternatives; institutional investment expertise |
| ABN AMRO/LaSalle Bank Treasury | Group Senior VP & Co-Head, Rates & Portfolio Mgmt | 1994–2008 | Co-led rates & portfolio management |
| JPMorgan Chase | Vice President, FX Trading & Sales | 1982–1994 | FX markets and sales leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Saba Capital Income & Opportunities Fund II | Independent Trustee; Audit Committee Chair | Since Feb 2023 | Fund complex oversight |
| Illinois Finance Authority | Member | Since 2023 | Appointed by Governor of Illinois |
| Chicago Housing Authority | Board Member; Audit Committee Member | 2014–2015 | Public sector governance experience |
| Finite Solar Finance Fund | Trustee | 2021–2023 | Renewable finance oversight |
Board Governance
- Independence: Caldwell is not an “interested person” under the Investment Company Act and is classified as an Independent Trustee .
- Committee assignments: Chairperson, Audit Committee; member, Nominating and Corporate Governance Committee; designated Audit Committee Financial Expert (2025 proxy identifies Caldwell specifically as financial expert; 2024 proxy notes all Audit Committee members designated) .
- Board structure: 5 Trustees (4 independent); Chairperson is an interested Trustee affiliated with the Adviser (Saba Capital) .
- Meeting cadence (FY ended Oct 31, 2024): Board held 4 meetings; Audit Committee held 3 meetings; Nominating Committee met once .
- Annual meeting attendance policy: No formal policy; no Trustees attended the June 20, 2024 annual meeting .
- Attendance issues: 2023 proxy flagged one trustee (Kieran Goodwin) for <75% attendance; Caldwell is not cited for attendance deficiencies .
| Committee | Role | FY 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Chair | 3 | Caldwell designated Audit Committee Financial Expert |
| Nominating & Corporate Governance Committee | Member | 1 | Reviews independence, nominations, conflicts; chaired by Bumbolow |
| Full Board | Trustee | 4 | 4 of 5 Trustees are independent; Chair is interested |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual Retainer (Cash) | $15,000 | $15,000 |
| Audit Committee Chair Fee (Cash) | $7,500 | $7,500 |
| Aggregate Compensation from Fund | $22,500 | $22,500 |
| Total Compensation from Fund and Complex | $22,500 | $45,000 |
The Board does not have a standing compensation committee; Independent Trustees jointly consider trustee and officer compensation .
Performance Compensation
| Component | Details |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed in trustee compensation; proxy describes only retainers and chair fees |
| Option awards | None disclosed |
| Performance metrics tied to pay | Not applicable for directors; no performance-linked pay disclosed |
| Clawbacks / CoC / Severance | Not disclosed for directors |
Other Directorships & Interlocks
- Current fund complex roles: Trustee and Audit Chair at Saba Capital Income & Opportunities Fund II (same Adviser), creating an interlock within the fund complex but consistent with independent status under the 1940 Act .
- No ownership in Adviser/underwriter: As of record date, no Independent Trustee nor immediate family members owned shares of the Adviser or principal underwriter or any controlling affiliates, reducing related-party conflict exposure .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; deep audit oversight experience .
- Senior finance leadership across nonprofits and financial institutions (CFO roles at Tides Network, Reform Alliance; prior MD at Amundi; senior treasury at ABN AMRO/LaSalle; FX at JPMorgan) .
- Education: B.S. Accounting (Florida A&M); MBA Finance & Marketing (Northwestern Kellogg) .
Equity Ownership
| As-of Date | Dollar Range of BRW Equity Securities | Shares Owned | Ownership % of Shares Outstanding |
|---|---|---|---|
| March 31, 2024 | $0 | 0 | 0.00% (42,529,493.52 shares outstanding) |
| March 31, 2025 | $0 | 0 | 0.00% (42,529,493.52 shares outstanding) |
Stock ownership guidelines for directors: Not disclosed; compliance status not disclosed .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16 compliance (FY 2024) | Fund believes Reporting Persons complied with all filing requirements |
| Form 4 transactions | Not presented in proxy materials; no individual transaction disclosures for Caldwell |
| >1% ownership flag | No Trustee or Officer owned ≥1% of outstanding shares as of record date |
Governance Assessment
- Strengths: Independent status; Audit Committee Chair with “financial expert” designation; clear audit pre-approval policies; EY auditor independence review; structured nominating process assessing conflicts and time commitment .
- Alignment concern: Caldwell holds no BRW shares (as of March 31, 2024 and 2025), and director compensation is solely cash-based (retainer + chair fee) with no equity component; this weakens “skin-in-the-game” alignment for a governance-sensitive CEF investor base .
- Board process: No standing compensation committee (Independent Trustees act collectively), which is acceptable for fund size but may reduce formal rigor in pay governance compared to corporate boards .
- Attendance signal: Board/Audit/Nominating met regularly in FY 2024; no attendance issues disclosed for Caldwell; prior-year attendance concern applied to a different trustee, not Caldwell .
- Conflicts: No ownership links to Adviser or underwriter by Independent Trustees; codes of ethics restrict personal trading and hedging of Fund securities, mitigating related-party risks .
RED FLAGS: No director share ownership ($0) and no equity-based compensation for Caldwell; absence of director equity can be perceived as limited alignment with shareholder outcomes in a closed-end fund context .