Carol Colman
About Carol L. Colman
Carol L. Colman, CFA (birth year 1946), is an independent (non‑interested) director of Western Asset Investment Grade Opportunity Trust Inc. (NYSE: IGI) and has served on the board since 2009. She is President of Colman Consulting Co. and currently chairs the Board’s Pricing and Valuation Committee while serving on the Audit, Nominating, and Compensation Committees, overseeing 17 funds across the Franklin Templeton fund complex . She is classified as independent under NYSE standards, with board leadership at IGI held by an independent chair, and the board composed of a super-majority of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colman Consulting Co. | President | Past five years (and ongoing) | Investment/consulting background cited in director qualifications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Other public company directorships: None |
Board Governance
| Area | Detail | FY24 Meetings/Attendance | Notes |
|---|---|---|---|
| Board composition | 8 directors; 7 Independent Directors; Independent Chair (Eileen A. Kamerick) | Board held 4 regular meetings; each director ≥75% attendance | No director attended the 2024 annual meeting of stockholders |
| Independence | Colman is a Non‑Interested Director; committees comprise only independent directors | — | Independent as defined by NYSE listing standards |
| Audit Committee | Member (Chair: Nisha Kumar, “audit committee financial expert”) | 5 meetings | All Independent Directors serve; oversight of reporting, auditors |
| Nominating Committee | Member (Chair: Hillary A. Sale) | 7 meetings | All Independent Directors serve |
| Pricing & Valuation Committee | Chair (Colman) | 4 meetings | Oversees valuation processes; all Independent Directors serve |
| Compensation Committee | Member (Chair: Peter Mason) | 1 meeting | Recommends independent director pay; all Independent Directors serve |
Fixed Compensation
Director pay is cash-based across the fund complex; the Fund provides no pension or retirement benefits to Directors .
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IGI Fund-level director fees (Aggregate Compensation): | Metric | FY 2022 | FY 2024 | |---|---|---| | Aggregate compensation from IGI ($) | $9,593 | $10,314 |
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Total compensation from the Fund Complex (calendar basis): | Metric | CY 2022 | CY 2024 | |---|---|---| | Total compensation from Fund Complex ($) | $314,000 | $371,000 |
Notes: Each director holds 17 fund directorships within the complex, and amounts include committee service across those funds .
Performance Compensation
| Component | Disclosed? | Details |
|---|---|---|
| Annual equity grants (RSUs/PSUs) | Not reported | No equity awards are shown in the director compensation disclosures |
| Option awards | Not reported | No option awards are shown in the director compensation disclosures |
| Performance metrics (TSR, EBITDA, ESG, etc.) | Not applicable | Director compensation described as cash retainers/fees; no performance-conditioned elements disclosed |
| Pension/SERP/Deferred comp | Pension/SERP not provided | “The Fund does not provide any pension or retirement benefits to Directors.” |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None | — | — | No other public company directorships disclosed |
Expertise & Qualifications
- CFA charterholder; experience as a consultant and investment professional .
- Long-tenured IGI director (since 2009) and Chair of Pricing & Valuation—critical oversight area for a fixed income CEF .
- Oversees 17 portfolios in the Franklin Templeton fund complex, indicating breadth across regulated funds .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership in IGI | Dollar range “A” = None |
| Aggregate dollar range across fund family | “E” = Over $100,000 |
| Group ownership | Directors/officers as a group owned <1% of outstanding shares at 2/7/2025 |
| Shares pledged | Not disclosed in proxy |
Governance Assessment
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Strengths
- Independent, long-tenured director with valuation oversight as Chair of Pricing & Valuation; substantive committee engagement (Audit 5x, Nominating 7x, P&V 4x in FY24) supports active oversight in key risk areas .
- Board independence is robust (7 of 8 independent) and chaired by an Independent Director; independent directors meet outside management and retain independent counsel .
- Attendance met disclosure threshold (≥75% for all directors) in FY24, indicating baseline engagement .
- No related-party interests with the adviser or affiliates disclosed for independent directors as of 12/31/2024, mitigating conflict risk .
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Potential concerns / Watch items
- Alignment: Colman reports “None” for IGI share ownership (dollar range A), which can be perceived as limited “skin-in-the-game” for a closed-end fund director .
- Shareholder engagement optics: No director attended the 2024 annual meeting (the Fund notes no formal policy), which may be viewed as a weak engagement signal despite acceptable board/committee attendance .
- Complex-level fees: Material compensation from the broader fund complex ($371,000 in CY2024) underscores reliance on complex roles; while typical for fund boards, investors may scrutinize potential entrenchment or incentives to maintain status quo structures .
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Independence and conflicts
- Classified as Non‑Interested Director; committees comprise only independent directors under NYSE standards, supporting independence across audit, nominations, compensation, and valuation functions .
- No director-level related-party transactions with the adviser/affiliates disclosed for independent directors as of year-end 2024 .
Overall signal: Colman brings deep fund governance experience and leadership in valuation—key for credit CEFs—within a strongly independent board structure. Primary investor-alignment watch point is the absence of direct ownership in IGI, balanced against multi-fund oversight responsibilities and active committee workload .