Lee M. Shaiman
About Lee M. Shaiman
Independent director (Non-Interested Director) since 2024; year of birth 1956. Background includes 40 years in financial services spanning investment banking, financial analysis, debt syndicate management, and portfolio management; roles include Executive Director and Board Member of the Loan Syndications and Trading Association (LSTA) and Director of Investcorp Credit Management BDC, Inc. . Serves on the Fund’s Audit and Nominating Committees; independence status affirmed under NYSE American standards (Audit and Nominating Committees are composed of independent directors) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loan Syndications and Trading Association (LSTA) | Executive Director | 2018–2024 | Led a leading loan market trade association; board member per proxy narrative |
| Various financial services roles | Investment banker; financial analyst; debt syndicate manager; portfolio manager | 40 years (career summary) | Deep credit markets expertise |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Investcorp Credit Management BDC, Inc. | Director | 2020–present | Public-company directorship; credit-focused BDC |
| Loan Syndications and Trading Association (LSTA) | Executive Director and Board Member | Exec Director 2018–2024; current board role indicated | Trade association leadership in syndicated loans |
| Credit Suisse Funds (Fund Complex) | Director/Trustee across open-end funds and another closed-end fund | Ongoing | Oversees 7 portfolios in the Fund Complex |
Board Governance
- Committees: Audit Committee Member; Nominating Committee Member .
- Independence: Non-Interested Director; Audit and Nominating Committees comprised of independent directors under NYSE American standards .
- Board leadership: Chair is Laura A. DeFelice (Non-Interested Director) .
- Meetings: Board convened 9 times in FY2024; Audit Committee met 5 times; Nominating Committee met 4 times .
- Attendance: Each Director attended at least 75% of Board and committee meetings during FY2024 .
- Term/class: Nominated to serve as Class I Director for a one-year term expiring at the 2026 Annual Meeting .
Fixed Compensation
| Component | FY2024 | Effective 2025 |
|---|---|---|
| Annual retainer (Non-Interested Directors) | $23,100 | $70,560 (covers 4 quarterly meetings + 1 special meeting) |
| Per-meeting fee (Board) | $2,100 per meeting | Included in retainer |
| Chair premiums | Board Chair: $4,764; Audit Chair: $2,609; Nominating Chair: $1,072 | Not separately disclosed beyond retainer |
| Aggregate compensation from this Fund (2024) | $13,100 (Shaiman) | N/A |
| Total compensation from Fund Complex (2024) | $61,057 (Shaiman) | N/A |
Performance Compensation
| Element | Metrics | Award Type | Status |
|---|---|---|---|
| Bonus/Profit Sharing | N/A | Cash | Not applicable; Fund has no bonus/profit sharing/pension/retirement plans |
| Equity awards (RSUs/PSUs) | N/A | Equity | Not disclosed in proxy compensation section |
| Option awards | N/A | Options | Not disclosed in proxy compensation section |
| Deferred compensation/Pension/SERP | N/A | Deferred/Pension | Fund states no pension or retirement plans |
| Clawback/COC provisions | N/A | Policy | Not disclosed in proxy for directors |
The Fund does not have a Compensation Committee; directors receive fees as disclosed in the proxy .
Other Directorships & Interlocks
| Company/Entity | Sector | Role | Potential Overlap |
|---|---|---|---|
| Investcorp Credit Management BDC, Inc. | Financials (BDC) | Director | Credit market adjacency |
| LSTA | Industry association | Executive Director; Board Member | Loan market standard-setting |
| Credit Suisse Funds (Fund Complex) | Investment management | Director/Trustee across open-end and another closed-end fund | 7 portfolios overseen |
Expertise & Qualifications
- 40 years in financial services (investment banking, financial analysis, debt syndicate, portfolio management) .
- Executive leadership and governance experience at LSTA; board member roles across multiple registered funds .
- Credit markets specialization aligning with Fund strategy; active service on Audit and Nominating Committees .
Equity Ownership
| Item | Value | Source |
|---|---|---|
| Dollar range of equity securities in the Fund | A (None) | Proxy ownership table |
| Aggregate dollar range across Credit Suisse family | A (None) | Proxy ownership table |
| Shares outstanding (record date 3/13/2025) | 54,812,003 | Proxy record date |
| Beneficial ownership (% of outstanding) | 0.00% (none owned) | Derived from “A = None” and shares outstanding |
| Pledging/Hedging disclosure | Not disclosed for directors; proxy defines hedging disclosure for shareholder proposals | Proxy text |
| Aggregate insider ownership (Directors + officers) | <1% of outstanding | Proxy ownership note |
Insider Trades and Section 16 Compliance
| Item | Period/Date | Status | Source |
|---|---|---|---|
| Section 16(a) filing timeliness (Directors/officers) | FY2024 | Filed on a timely basis; no delinquent reports noted | Proxy disclosure |
| Specific Form 4 transactions (Lee M. Shaiman) | FY2024–FY2025 | Not disclosed in proxy; refer to EDGAR for transaction-level details | Proxy does not enumerate transactions |
Governance Assessment
- Independence and Committee Load: Classified as Non-Interested; serves on both Audit and Nominating Committees, which are entirely independent under NYSE American standards—supports board effectiveness and oversight rigor .
- Attendance and Engagement: Board met 9 times; Audit 5; Nominating 4; each Director attended at least 75%—adequate engagement; monitor future attendance as tenure continues .
- Compensation Structure: Pure fee-based model in FY2024 with a sizeable shift to a fixed retainer in 2025; absence of performance-linked director pay is standard for funds, but the higher 2025 retainer ($70,560) suggests increased time commitment expectations .
- Ownership Alignment: Dollar range “A (None)” in Fund and across Credit Suisse family; alignment signal is weak given zero holdings; aggregate insiders own <1%—investors may prefer voluntary share accumulation over time .
- Other Roles and Potential Conflicts: External directorship at Investcorp Credit Management BDC, Inc. and association leadership at LSTA indicate deep industry ties; the proxy states none of the Non-Interested Directors or their immediate family owned securities in Credit Suisse or its controlled affiliates, mitigating direct related-party exposure .
- Structural Notes: Fund does not have a Compensation Committee (common in investment company structures); Audit Committee pre-approves audit/non-audit services; EY independence affirmed—solid financial reporting oversight .
Red Flags to Monitor
- No Fund share ownership (Dollar Range A)—alignment shortfall unless future purchases occur .
- Multiple external finance roles—monitor for transaction conflicts or interlocks that could affect independence; none disclosed presently .