Carol Colman
About Carol Colman
Carol L. Colman (born 1946) is an independent director of BrandywineGLOBAL – Global Income Opportunities Fund Inc. (BWG), serving since 2007; she is designated as a Preferred Share Director and is currently a member of the Nominating, Audit, and Compensation Committees, and Chair of the Pricing and Valuation Committee . Her primary occupation over the past five years is President of Colman Consulting Co.; credentials include the CFA designation, as reflected in committee reports and prior proxies . Education is not disclosed in the proxy materials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colman Consulting Co. | President | Past five years (as disclosed) | Not specified |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | — | “Other Directorships Held by Director: None” |
| Franklin Templeton Fund Complex | Director across 17 portfolios | Ongoing | Number of portfolios overseen: 17 |
Board Governance
- Independence: Non-interested director; all standing committees (Audit, Nominating, Compensation, Pricing & Valuation) are composed entirely of Independent Directors .
- Current board structure: Eight directors (seven Independent); Chair of the Board is Eileen A. Kamerick (Independent) .
- Preferred Share Director: Colman is one of two Preferred Share Directors elected exclusively by preferred stockholders; she is nominated as a Class I Director in 2025 .
- Attendance and engagement: In FY ended Oct 31, 2024, the Board held 4 regular meetings and 1 special meeting; each Director attended at least 75% of meetings for which they were eligible. No Director attended the 2024 Annual Meeting of Stockholders (the Fund has no formal annual meeting attendance policy) .
Committee assignments and meeting cadence (FY 2024):
| Committee | Membership | Chair | Meetings Held |
|---|---|---|---|
| Audit | All Independent Directors incl. Colman | Nisha Kumar | 5 |
| Nominating | All Independent Directors incl. Colman | Hillary A. Sale | 7 |
| Compensation | All Independent Directors incl. Colman | Peter Mason | 1 |
| Pricing & Valuation | All Independent Directors incl. Colman | Carol L. Colman | 4 |
Fixed Compensation
Director compensation is paid by BWG and the broader Franklin Templeton fund complex; the Fund does not provide any pension or retirement benefits to Directors .
Aggregate compensation from BWG (Fund):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Aggregate Compensation from the Fund ($) | $9,560 | $7,627 | $8,367 |
Total compensation from Fund and Fund Complex:
| Metric | CY 2022 | CY 2023 | CY 2024 |
|---|---|---|---|
| Total Compensation from Fund and Fund Complex ($) | $314,000 | $332,000 | $371,000 |
- Year-over-year trend: Fund Complex total increased from $332,000 in CY 2023 to $371,000 in CY 2024, reflecting multi-fund service across 17 portfolios .
Performance Compensation
- No performance-based director compensation is disclosed; the Compensation Committee’s role is to recommend appropriate compensation for Independent Directors and operates under a written charter .
- Equity awards (RSUs/PSUs/options), bonus metrics, vesting schedules, severance, change-of-control terms, clawbacks, and tax gross-ups are not disclosed for directors in the proxy materials; the Fund states it does not provide pension or retirement benefits to Directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
| Prior public company boards | Not disclosed |
| Private/non-profit/academic boards | Not disclosed in BWG proxy (only principal occupation listed) |
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Investment/consulting experience | “Experience as a consultant and investment professional” |
| CFA credential | “Carol L. Colman, CFA” in committee report and prior proxy |
| Valuation oversight | Chair, Pricing & Valuation Committee; oversight of valuation process per law and policies |
Equity Ownership
| Item | Value |
|---|---|
| Dollar range of BWG equity owned (beneficial) | A = None |
| Aggregate dollar range in all Funds overseen | E = Over $100,000 |
| Group beneficial ownership (Directors/nominees/officers) | <1% of BWG outstanding common and preferred shares (as of Feb 7, 2025) |
| Interest in investment adviser/affiliates | None for non-interested Directors and immediate family members (as of Dec 31, 2024) |
Governance Assessment
-
Positive indicators:
- Long-serving independent director with chair role over Pricing & Valuation, a critical risk-control function for a fixed-income closed-end fund .
- Active committee participation (Audit, Nominating, Compensation) and documented committee cadence in FY 2024 (Audit 5x; Nominating 7x; Pricing & Valuation 4x; Compensation 1x) .
- Board leadership by an Independent Chair with regular executive sessions and independent counsel support strengthens oversight framework .
-
Alignment and engagement considerations:
- BWG share ownership reported as “None,” potentially reducing direct economic alignment at the Fund level; however, Colman holds over $100,000 across the broader family of investment companies .
- No Directors attended the 2024 Annual Meeting of Stockholders (no formal attendance policy), which may be viewed negatively by some governance-focused investors despite adequate board/committee attendance (≥75%) .
-
Conflicts and red flags:
- No related-party interests in the investment adviser or affiliates for non-interested Directors and immediate families (as of Dec 31, 2024) .
- As a Preferred Share Director, Colman is elected by preferred stockholders as a separate class; this is a structural feature of BWG’s charter rather than a conflict, but investors should note constituency-specific election dynamics .
RED FLAGS
- No beneficial ownership in BWG common/preferred (Dollar Range “A = None”) may be perceived as weak Fund-level alignment .
- No Director attendance at the 2024 Annual Meeting of Stockholders (even with no formal policy) can be an optics issue for engagement .