Carol Colman
About Carol L. Colman
Carol L. Colman (birth year: 1946) is an Independent Director of Western Asset Mortgage Opportunity Fund Inc. (DMO) and serves as Chair of the Pricing and Valuation Committee; she has been a Director since 2010 and is President of Colman Consulting Company, reflecting experience as a consultant and investment professional . She is classified as a Non-Interested (Independent) Director under the Investment Company Act of 1940, and attended at least 75% of Board and committee meetings in fiscal 2024, consistent with the Board’s attendance disclosures .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Asset Mortgage Opportunity Fund Inc. (DMO) | Director | Since 2010 | Member: Nominating, Audit, Compensation; Chair: Pricing and Valuation Committee |
| Colman Consulting Company | President | Current | Consulting and investment professional background cited among Board qualifications |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | The proxy lists no other public company directorships for Ms. Colman in the past five years . |
Board Governance
- Independence: Ms. Colman is a Non-Interested (Independent) Director; all standing committees (Audit, Nominating, Compensation, Pricing & Valuation) are composed entirely of Independent Directors .
- Committee assignments: Member of Nominating, Audit, and Compensation Committees; Chair of the Pricing and Valuation Committee .
- Attendance: Each Director attended at least 75% of Board and applicable committee meetings in fiscal year ended December 31, 2024 .
- Engagement (FY 2024 meetings by committee): Audit (6); Nominating (5); Pricing & Valuation (4); Compensation (2) .
| Committee | Role | FY 2024 Meetings |
|---|---|---|
| Audit | Member | 6 |
| Nominating | Member | 5 |
| Compensation | Member | 2 |
| Pricing & Valuation | Chair | 4 |
Fixed Compensation
- The Fund pays Directors cash compensation and does not provide pension or retirement benefits to Directors .
- Ms. Colman’s cash compensation increased year-over-year across the Franklin Templeton fund complex, indicating rising time commitments across multiple boards (she oversaw 21 portfolios in 2024–2025) .
| Year | Aggregate Compensation from DMO ($) | Total Compensation from Fund Complex ($) |
|---|---|---|
| 2022 | 7,610 | 314,000 |
| 2023 | 6,939 | 332,000 |
| 2024 | 8,337 | 371,000 |
Performance Compensation
- The proxy does not disclose any director equity awards (RSUs/PSUs/options), performance-based bonuses, or performance metrics tied to director pay; director compensation is presented as cash amounts for service across the fund complex, and the Fund does not provide pension/retirement benefits to Directors .
Other Directorships & Interlocks
| Company | Role | Period | Notes |
|---|---|---|---|
| None listed | — | — | The proxy reports no other public company directorships for Ms. Colman in the past five years . |
Expertise & Qualifications
- The Board cites Ms. Colman’s experience as a consultant and investment professional among its skills/attributes, aligning with her role chairing valuation oversight .
- Audit Committee financial expert designation applies to Nisha Kumar and Eileen Kamerick; Ms. Colman is not designated as an audit committee financial expert by the Board .
Equity Ownership
- Beneficial ownership dollar range in DMO: “C” ($10,001–$50,000); aggregate dollar range across funds overseen: “E” (Over $100,000) .
- As a group, nominees/directors/officers beneficially owned less than 1% of DMO’s outstanding shares as of August 29, 2025 .
| Holder | DMO Dollar Range | Aggregate Dollar Range Across Fund Complex |
|---|---|---|
| Carol L. Colman | C ($10,001–$50,000) | E (Over $100,000) |
Governance Assessment
- Committee leadership: Chairing the Pricing & Valuation Committee positions Ms. Colman centrally in NAV methodologies and fair value oversight—critical for a closed-end mortgage opportunity fund’s investor confidence .
- Independence and committee composition: All standing committees are independent-only, which supports robust oversight and mitigates management influence; Ms. Colman’s roles across Audit/Nominating/Compensation further reinforce coverage of financial reporting, board refresh, and pay governance .
- Attendance and engagement: At least 75% attendance and active committee calendars (6 Audit, 5 Nominating, 4 Pricing & Valuation, 2 Compensation meetings in FY 2024) indicate high engagement and functioning governance processes .
- Conflicts/related party exposure: The proxy states no non-interested Directors (including Ms. Colman) or immediate family members had interests in the adviser or its affiliates as of December 31, 2024; the Nominating Committee explicitly screens for relationships that could impair independence—no red flags disclosed for Ms. Colman .
- Compensation signals: Cash-only director pay with increasing complex-level totals (from $314k in 2022 to $371k in 2024 for Ms. Colman) likely reflects expanded responsibilities across multiple funds rather than pay-for-performance concerns; no equity awards or incentive metrics are disclosed for Directors, which limits misalignment risk from hedging/pledging of awards .
RED FLAGS: None disclosed specific to Ms. Colman—no related-party transactions, no attendance shortfalls, no equity award repricing, and Section 16(a) compliance was met for fiscal 2024 .
Insider Trades and Compliance
| Item | Status | Period |
|---|---|---|
| Section 16(a) Beneficial Ownership Reporting Compliance | Fund believes all filing requirements were met | FY ended 12/31/2024 |
Notes
- Board leadership evolved from 2024 to 2025, with Eileen A. Kamerick becoming Chair of the Board effective November 15, 2024, while Ms. Colman continued her committee leadership and membership roles; executive sessions of Independent Directors occur regularly, enhancing independent oversight .
- No 8-K Item 5.02 director appointment/departure filings for Ms. Colman were identified in the 2019–2025 window searched; bylaw amendments were filed, but they do not pertain to her appointment or departure [List: 11–15].