John C. Salter
About John C. Salter
John C. Salter is the lead Independent Trustee of the DoubleLine Opportunistic Credit Fund (DBL), with parallel roles at DoubleLine Income Solutions Fund (DSL) and DoubleLine Yield Opportunities Fund (DLY). Born in 1957, he has served as a Trustee since inception for all three funds; his current terms are DBL Class II (expiring 2026), DSL Class I (expiring 2026), and DLY Class III (expiring 2026) . His principal occupation is with American Veterans Group, an investment bank and broker dealer focused on veteran communities, and he oversees 27 portfolios in the DoubleLine fund complex . He chairs executive sessions of independent trustees and is the Board’s primary counterweight to an interested Chairman/President structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Veterans Group | Investment bank and broker dealer; Principal occupation | Current | Fixed income markets focus |
| Stark Municipal Brokers | Partner | Formerly | Municipal brokerage expertise |
| Tullet Prebon Financial Services LLC (d/b/a Chapdelaine) | Managing Director, Municipals | Formerly | Municipal securities leadership |
| Stark, Salter & Smith | Partner; tax-exempt bond specialist | Formerly | Tax-exempt bonds specialization |
External Roles
| Company | Role | Board/Committee Positions | Notes |
|---|---|---|---|
| None disclosed (past 5 years) | — | — | No other public company directorships reported |
Board Governance
- Structure: 5 trustees; 4 independent; Chairman (Ronald R. Redell) is an “interested person” and also President/CEO, making lead Independent Trustee role critical .
- Lead Independent Trustee: Salter; chairs executive sessions with independent counsel .
- Committees:
- Audit Committee: Chair (Salter); members Ciprari, Friedman, Odell. All NYSE-defined independent; financially literate; no single designated “financial expert” though committee asserts collective expertise .
- Nominating Committee: Members Ciprari, Friedman, Odell, Salter; independent-only .
- Qualified Legal Compliance Committee (QLCC): Members Ciprari, Friedman, Odell, Salter; no meetings during FY2024 .
- Meetings and Attendance (FY ended 9/30/2024):
- DBL Board: 4 regular, 2 special; Audit 4; Nominating 2; QLCC 0; each trustee attended at least 75% of applicable meetings .
- Qualifications noted by Board: Salter recognized for “significant experience and familiarity with securities markets and financial matters generally” .
Fixed Compensation
| Metric | DBL (FY2024) | DSL (FY2024) | DLY (FY2024) | Total Fund Complex (FY2024) |
|---|---|---|---|---|
| Aggregate compensation paid to Salter | $32,219 | $50,744 | $37,369 | $400,000 |
| Role | Annual Compensation (effective Nov 19, 2024) | Notes |
|---|---|---|
| Trustee | $400,000 | Paid across Funds, DoubleLine Funds Trust, DoubleLine ETF Trust |
| Audit Committee Chair | $21,600 | Additional to trustee fee |
| Lead Independent Trustee | $25,000 | Additional to trustee fee |
| 2025 Per-Fund Allocation of Trustee Compensation | DBL | DSL | DLY |
|---|---|---|---|
| Trustee fee per trustee | $30,000 | $48,000 | $35,000 |
| Audit Chair fee allocation | $3,500 | $5,600 | $4,100 |
| Lead Independent fee allocation | $3,500 | $5,600 | $4,100 |
- Deferred compensation: Independent Trustees could elect deferral for compensation earned in 2024 or earlier; no new deferrals permitted for 2025 onward. Salter’s deferred compensation payable/accrued: $1,073,715.17 as of September 30, 2024 .
Performance Compensation
| Component | Performance Metric Linkage | Target/Formula | Payout/Structure | Evidence |
|---|---|---|---|---|
| Trustee annual retainer | None (fixed cash) | Not applicable | Fixed quarterly payments | Proxy compensation disclosure contains fixed fees, no bonus/PSU/option plans for independent trustees |
| Audit Committee Chair fee | None (fixed cash) | Not applicable | Fixed quarterly payments | |
| Lead Independent Trustee fee | None (fixed cash) | Not applicable | Fixed quarterly payments | |
| Deferred compensation plan | Investment return mirrors designated Fund(s) | Trustee-selected fund tracking | Balance accrues with fund returns |
No stock awards, options, performance bonuses, or TSR/ESG metrics are disclosed for Independent Trustees. Compensation is fixed cash retainer plus committee/lead fees, with optional historical deferrals tied to fund returns .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards (current/past 5 years) | None disclosed |
| Shared directorships with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Securities and financial markets expertise; municipal securities specialization; prior senior roles in brokerage and municipal markets .
- Audit Committee members (including Salter) are independent and financially literate; collective expertise asserted in lieu of single “audit committee financial expert” designation .
Equity Ownership
| Holder | DBL | DSL | DLY |
|---|---|---|---|
| John C. Salter | Over $100,000 | Over $100,000 | Over $100,000 |
- Aggregate holdings across Family of Investment Companies overseen: Over $100,000 .
- Trustees/officers as a group beneficially own less than 1% of each Fund’s common shares .
- Independence: As of Dec 31, 2024, Independent Trustees and immediate family members did not own securities of the Funds’ investment adviser or principal underwriter or their control affiliates .
- Beneficial ownership context: Example >5% holder—Sit Investment Associates held 2,948,686 DBL shares (16.1%) as of Dec 31, 2023 per Schedule 13G/A; not related to trustee holdings .
Governance Assessment
- Positives:
- Lead Independent Trustee role with executive-session oversight and independent counsel enhances board independence versus an “interested” Chair/President/CEO structure .
- Salter chairs Audit Committee; committee independence and literacy meet NYSE standards; collective expertise addresses valuation/accounting issues typical for CEFs .
- Attendance at least 75% across board/committee meetings; multiple regular/special meetings indicate active oversight cadence .
- Material personal investment (Over $100,000) in each Fund suggests alignment; no adviser/underwriter security ownership by Independent Trustees supports independence .
- Deferred comp plan aligns economic interest to fund performance; large accrued balance indicates sustained commitment .
- Watch items / RED FLAGS to monitor:
- Classified board (“anti-takeover”) structure may entrench incumbents and reduce shareholder influence; monitor how this affects responsiveness to performance/discount dynamics .
- Audit Committee does not designate a single “audit committee financial expert” under SEC Item 3(a); while collective expertise is claimed, absence of a named expert can be viewed as a governance gap by some investors .
- QLCC did not meet during FY2024; while not inherently negative, it provides limited visible activity on legal/compliance escalations; continue monitoring .
- High fixed-cash retainer ($400,000) plus chair/lead fees without performance linkage may reduce pay-for-performance signals typical in corporate boards; though common for CEF trustees, investors may prefer stronger discount/performance incentives .
No delinquent Section 16(a) reports disclosed for Salter; one late Form 3 was noted for Trustee Ciprari (DLY) due to administrative error .
Notes on Potential Conflicts and Related-Party Transactions
- No related-party transactions involving Salter are disclosed; independence screens restrict relationships with large shareholders and other investment companies under Fund Bylaws and qualifications .
- As of the proxy, Independent Trustees and immediate family members do not own adviser/underwriter securities, reducing adviser-side conflicts .
Director Compensation Structure Signals
- Year-over-year mechanics: FY2024 paid fixed fund-level aggregates; effective Nov 19, 2024, standardized annual retainer/chair/lead fees with 2025 per-fund allocations disclosed (DBL/DSL/DLY), reinforcing transparency on budgeted fees .
- Risk indicators (none disclosed): No clawbacks, change-of-control triggers, tax gross-ups, options/RSUs, or performance metric targets are reported for Independent Trustees .
Summary Implications for Investors
- Salter’s leadership and audit oversight, coupled with tangible fund ownership and independence, are constructive governance signals. The classified board and lack of a designated audit financial expert warrant ongoing monitoring, especially amid discount management and audit/valuation sensitivities typical in closed-end credit funds .