Carol L. Colman
About Carol L. Colman
Carol L. Colman (birth year: 1946) is a Non-Interested (independent) Director of HIX, serving since 2002; she is a Chartered Financial Analyst (CFA) and President of Colman Consulting Co. . She oversees 21 portfolios across the Franklin Templeton fund complex and currently chairs HIX’s Pricing and Valuation Committee while serving on the Audit, Nominating, and Compensation Committees . The Board is composed of eight directors, seven of whom are independent; independent directors regularly meet outside management and are advised by independent counsel, reinforcing governance independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colman Consulting Co. | President | Past five years (ongoing) | Investment/consulting experience cited among Board qualifications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Colman Consulting Co. | President | Past five years | Primary occupation disclosed in proxy |
Board Governance
- Board meetings: 4 regular and 3 special meetings in FY ended April 30, 2025; each Director attended at least 75% of Board and committee meetings for which they were eligible .
- Independent Chair of the Board: Eileen A. Kamerick; independent directors hold executive sessions outside management .
- Independence: Colman is a Non-Interested Director under the 1940 Act and “independent” under NYSE listing standards; committees are composed solely of independent directors .
- Related-party/affiliation screen: As of Dec 31, 2024, non-interested Directors and their immediate family members had no interests in the Fund’s investment adviser or affiliates .
| Committee | Role | Chair? | Meetings (FY ended 4/30/25) |
|---|---|---|---|
| Pricing & Valuation | Member | Yes (Colman) | 4 |
| Audit | Member | No (Chair: Nisha Kumar) | 6 |
| Nominating | Member | No (Chair: Hilary A. Sale) | 6 |
| Compensation | Member | No (Chair: Peter Mason) | 2 |
| Board of Directors | Director | N/A | 4 regular, 3 special; ≥75% attendance threshold met |
Fixed Compensation
- The Fund pays cash-only director fees; no pension or retirement benefits are provided to Directors .
| Component | FY Ended 04/30/25 (HIX) | Calendar 2024 (Fund Complex Total) |
|---|---|---|
| Aggregate director compensation (cash) | $22,357 | $371,000 |
Performance Compensation
- The proxy discloses director compensation amounts but does not present performance-based elements (no revenue/EBITDA/TSR targets) or equity award details for Directors; no performance metrics tied to director pay are disclosed .
| Metric/Instrument | Disclosed for Directors? | Notes |
|---|---|---|
| Performance metrics tied to pay (e.g., TSR, EBITDA) | No | Not disclosed in director compensation section |
| Equity awards (RSUs/PSUs) | Not disclosed | Compensation reported as aggregate cash; equity details not presented |
| Options | Not disclosed | No option award details presented for Directors |
| Clawbacks/COC | Not disclosed | Not addressed for Directors in proxy |
Other Directorships & Interlocks
| Company | Type | Role | Years | Notes |
|---|---|---|---|---|
| None | — | — | — | “Other Directorships Held by Director in the Past Five Years: None” for Colman |
Expertise & Qualifications
- Qualifications highlighted by the Board include Colman’s experience as a consultant and investment professional; she serves across 21 funds in the complex .
- Independent director composition on key committees (Audit, Nominating, Compensation, Pricing & Valuation) underscores governance rigor .
- CFA designation noted with her name in security ownership and committee listings .
Equity Ownership
- Ownership alignment in HIX: dollar range “B” ($1–$10,000) as of Dec 31, 2024; aggregate holdings across funds overseen: “E” (Over $100,000) .
- As of July 31, 2025, nominees, Directors and officers as a group beneficially owned less than 1% of HIX’s outstanding Common Stock .
| Holder | Dollar Range in HIX | Aggregate Dollar Range Across Fund Family | Date |
|---|---|---|---|
| Carol L. Colman, CFA | B ($1–$10,000) | E (Over $100,000) | As of Dec 31, 2024 |
Governance Assessment
- Strengths:
- Long tenure since 2002; continuous service provides institutional memory and oversight continuity .
- Chairs the Pricing & Valuation Committee, a critical function for fair-value oversight in a closed-end fund; committee met 4 times in FY 2025 .
- Member of all key governance committees (Audit, Nominating, Compensation); all are fully independent, with clear charters and regular meeting cadence (Audit: 6; Nominating: 6; Compensation: 2) .
- Independence affirmed (Non-Interested Director) and no interests in the adviser or affiliates as of Dec 31, 2024 .
- Board structure features an independent Chair and executive sessions of independent directors, indicating robust independent oversight .
- Potential investor-confidence signals/considerations:
- Director compensation is cash-based with substantial total compensation across the fund complex ($371,000 in 2024), reflecting multi-fund workload; clarity on per-fund retainer vs committee fees is not provided in this proxy .
- Attendance disclosure meets threshold (≥75%), but proxy notes no Directors attended the 2024 annual stockholders’ meeting and there is no formal attendance policy for annual meetings—an investor-relations optics consideration rather than a compliance breach .
- Group beneficial ownership under 1% and Colman’s HIX holdings in the $1–$10K range signal limited per-fund “skin-in-the-game,” typical for registered fund boards but worth noting for alignment analysis .
- Audit oversight context (Board-level quality signal): Audit Committee reviewed FY 2025 audited financials and confirmed PwC independence; audit fees were $78,088 for FY 2025 (vs. $73,668 FY 2024) .
RED FLAGS: None disclosed for related-party transactions, pledging/hedging, tax gross-ups, option repricing, or legal proceedings in the cited sections. Absence of disclosure should not be interpreted as confirmation; only items explicitly disclosed are included .