Carol L. Colman
About Carol L. Colman
Carol L. Colman (birth year 1946) is a non‑interested, independent director of Western Asset Emerging Markets Debt Fund Inc. (EMD) serving since 2003; she is President of Colman Consulting Co. and oversees 21 portfolios in the Franklin Templeton fund complex . The Board highlights her experience as a consultant and investment professional; she is a member of the Audit, Nominating, and Compensation Committees and serves as Chair of the Pricing and Valuation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Asset Emerging Markets Debt Fund Inc. (EMD) | Director | Since 2003 | Member: Audit, Nominating, Compensation; Chair: Pricing and Valuation |
| Colman Consulting Co. | President | Past five years (current principal occupation) | Investment and consulting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in past five years |
Board Governance
- Independence and structure: The Board comprises eight directors, seven independent; all standing committees (Audit, Nominating, Compensation, Pricing and Valuation) are composed entirely of Independent Directors and chaired by Independent Directors .
- Committee leadership: Ms. Colman chairs the Pricing and Valuation Committee; she serves on Audit, Nominating, and Compensation Committees .
- Attendance: In FY 2024, the Board held four regular and one special meeting; each Director attended at least 75% of Board and eligible committee meetings .
- Committee activity (FY 2024): Audit Committee met 6 times; Nominating Committee 5; Pricing and Valuation Committee 4; Compensation Committee 2 .
- Board chairing and executive sessions: Eileen A. Kamerick serves as Chair of the Board; Independent Directors regularly meet in executive session and are advised by independent counsel .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate compensation from EMD ($) | 30,392 | 33,837 |
| Total compensation from Fund and Fund Complex ($) | 332,000 | 371,000 |
| Pension/retirement benefits provided by Fund | None | None |
The Directors’ fees expense at the Fund level was $120,484 for the six months ended June 30, 2025 (context for overall program scale; not per‑director) .
Performance Compensation
- No performance‑based director awards (e.g., RSUs, PSUs, options), bonus targets, or equity grant details are disclosed for directors in the proxy excerpts; the Compensation Committee’s role is to recommend Independent Director compensation for Board and committee service .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current/past 5 years) | None disclosed |
| Shared directorships with competitors/suppliers/customers | Not disclosed; no such interlocks noted |
Expertise & Qualifications
- The Board cites Ms. Colman’s experience as a consultant and investment professional among director attributes .
- As Pricing and Valuation Committee Chair, she leads oversight of fair‑value methodologies and valuation process controls across the Fund’s portfolio .
Equity Ownership
| As of Date | Dollar Range of EMD Equity | Aggregate Dollar Range across Franklin Templeton family funds |
|---|---|---|
| Dec 31, 2023 | “C” = $10,001–$50,000 | “E” = Over $100,000 |
| Dec 31, 2024 | “C” = $10,001–$50,000 | “E” = Over $100,000 |
At August 29, 2025, directors and officers as a group beneficially owned less than 1% of EMD’s outstanding common shares .
Insider Trades
| Date Range | Filing/Transaction | Details |
|---|---|---|
| Past 18 months | Insider transactions in EMD | No insider transactions by Carol L. Colman reported in EMD over past 18 months (per aggregator summary) . |
| May 27, 2025 | SEC Form 4 filing presence | An SEC Form 4 for EMD appears in EDGAR indices on May 27, 2025; the summary indicates “Director” relationship, but transaction details were not accessible in the snippet provided . |
Note: For precise transaction amounts, share counts, and post‑transaction ownership, consult the full Form 4 documents on EDGAR; index pages indicate prior filings involving Ms. Colman as reporting person in 2021–2022, but detailed EMD transaction specifics are not included in the excerpts available here .
Governance Assessment
- Alignment and independence: Ms. Colman is a long‑tenured independent director (since 2003) with consistent committee engagement and leadership of the Pricing and Valuation Committee, which is central to NAV integrity for a leveraged fixed‑income closed‑end fund .
- Attendance and engagement: Board/committee meeting attendance thresholds were met; committees were active in FY 2024 (Audit 6x, Nominating 5x, Valuation 4x, Compensation 2x), indicating regular oversight cadence .
- Compensation reasonableness: Director compensation appears fee‑based and scaled across service in the broader Franklin Templeton fund complex; no pensions; no equity/performance awards disclosed, which limits pay‑for‑performance misalignment risk typical of operating companies .
- Ownership: Dollar‑range ownership in EMD of $10,001–$50,000 and >$100,000 across the family signals some skin‑in‑the‑game, though aggregate group ownership remains <1%—typical for funds but modest alignment at the issuer level .
- Conflicts/related party exposure: No interests with the adviser or affiliates disclosed for independent directors as of Dec 31, 2024, and all standing committees are fully independent—supporting investor confidence in oversight .
RED FLAGS
- Limited: No related‑party transactions or tax gross‑ups disclosed; attendance thresholds met; independent committee structure in place .
- Potential watch item: Very long tenure (since 2003) may invite board refreshment questions over time, though the Board has added directors and rebalanced roles recently (e.g., Chair transition in Nov 2024) .