Carol Colman
About Carol L. Colman
Carol L. Colman is an independent (non‑interested) director of Western Asset High Income Opportunity Fund Inc. (HIO), serving on the Board since 2007. She is President of Colman Consulting Company and currently chairs the Board’s Pricing and Valuation Committee while also serving on the Audit, Nominating, and Compensation Committees; she oversees 17 portfolios in the Franklin Templeton fund complex. Her birth year is 1946, and she has no current other public company directorships disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Asset High Income Opportunity Fund Inc. (HIO) | Director | Since 2007 | Governance, valuation, audit, nominations, and director compensation oversight |
| Colman Consulting Company | President | During past five years (current) | Consulting leadership (disclosed as principal occupation) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Other public company boards | None | n/a | No other directorships disclosed |
Board Governance
- Independence: Listed as a non‑interested director; all four standing committees (Audit, Nominating, Compensation, Pricing and Valuation) are composed entirely of Independent Directors under NYSE standards.
- Committee assignments and chair roles (FY2024):
- Audit Committee (member); met 4 times in FY2024.
- Nominating Committee (member); met 7 times in FY2024.
- Compensation Committee (member); met 1 time in FY2024.
- Pricing & Valuation Committee (Chair); met 4 times in FY2024.
- Board leadership and engagement: Board has eight directors (seven independent); the Chair (Eileen A. Kamerick) is independent; the Independent Directors regularly meet outside management.
- Attendance: In FY2024, each Director attended at least 75% of the aggregate number of Board and applicable committee meetings; the Board held four regular meetings.
Committee Activity (FY2024)
| Committee | Ms. Colman’s Role | Meetings (FY2024) |
|---|---|---|
| Audit | Member | 4 |
| Nominating | Member | 7 |
| Compensation | Member | 1 |
| Pricing & Valuation | Chair | 4 |
Fixed Compensation
| Item | Amount | Period |
|---|---|---|
| Aggregate compensation from HIO | $20,143 | Fiscal year ended 09/30/2024 |
| Total compensation from Fund Complex | $371,000 | Calendar year ended 12/31/2024 |
- The Fund does not provide pension or retirement benefits to Directors.
Performance Compensation
| Metric/Feature | Disclosure |
|---|---|
| Performance-based metrics (e.g., TSR, EPS, ESG) | Not disclosed for directors in the proxy. |
| Equity awards (RSUs/PSUs/options) | Not disclosed for directors in the proxy. |
| Clawback provisions (director compensation) | Not disclosed for directors in the proxy. |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Notes |
|---|---|---|---|
| None | — | — | No other public company directorships disclosed. |
- Interlocks/conflicts: “No Director…who is not an ‘interested person’ of the Fund…nor any immediate family members…had any interest in the Fund’s investment adviser, or any person or entity…under common control with Franklin Templeton” as of December 31, 2024.
Expertise & Qualifications
- Described Board-relevant attributes: “experience as a consultant and investment professional.”
- Portfolio oversight scope: 17 portfolios in the Franklin Templeton fund complex.
Equity Ownership
| Measure | Disclosure |
|---|---|
| Beneficial ownership in HIO (dollar range) | “D” = $50,001–$100,000 (as of 12/31/2024). |
| Aggregate in family of investment companies | “E” = Over $100,000. |
| Directors/officers as a group | Less than 1% of HIO outstanding shares (as of 2/7/2025). |
| Shares pledged/hedged | Not disclosed in the proxy. |
Governance Assessment
- Strengths:
- Clear independence, long service, and deep involvement across key oversight committees; chairs the Pricing & Valuation Committee, a critical function for a credit fund where valuation judgments can affect reported NAV and investor confidence.
- Documented attendance threshold met (≥75%) amid an active committee cadence; Board leadership is independent.
- Meaningful dollar-range ownership in HIO supports alignment; no disclosed interests with the adviser or affiliates.
- Watch items:
- Long tenure (director since 2007) can, for some investors, raise perception risks around independence; balanced by fully independent committee structure and regular executive sessions.
- Conflicts/related-party exposure:
- None disclosed for Ms. Colman; proxy states independent directors and their immediate families had no interests in the adviser or its affiliates.
RED FLAGS: None disclosed in the proxy for Ms. Colman (no related-party transactions, no low-attendance issues, no equity repricings or unusual director pay features).
Insider Filings and Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (FY2024) | The Fund believes all filing requirements were met for FY2024. |
| Form 4 transactions (director-level detail) | Not itemized in the proxy; no specific trades disclosed. |
Notes on Board/Committee Context (for investors’ governance lens)
- Audit Committee is fully independent; Ms. Kumar chairs and is designated an “audit committee financial expert”; Audit met 4 times in FY2024.
- Nominating Committee met 7 times in FY2024, considers independence, competing board roles, time commitment, and character/fitness in director selection; limits on service and qualification requirements are embedded in bylaws.
- Compensation Committee (all independent; met once) recommends Independent Director compensation; charter available on website.
- Pricing & Valuation Committee (Ms. Colman as Chair) assists the Board’s oversight of valuation processes and policies; met 4 times in FY2024.
Overall, Ms. Colman’s profile reflects high involvement in valuation, audit, and governance processes with disclosed equity ownership alignment and no identified conflicts—factors supportive of investor confidence in board oversight at HIO.