Catherine Sidamon-Eristoff
About Catherine B. Sidamon‑Eristoff
Independent Trustee (Class II) of KKR Income Opportunities Fund (KIO) since December 2019 (year of birth 1964). She is nominated for re‑election at the March 19, 2025 annual meeting to a three‑year term expiring in 2028. Career background includes Managing Director at Constellation Wealth Advisors (2007–2015) and nearly two decades at Morgan Stanley Private Wealth Management, where she rose to Managing Director and head of the New York and other offices, retiring in 2005 as an Advisory Director. Education: B.A. in Political Science (Duke) and M.B.A. (Duke/Fuqua). She is a Board Member of FlexPaths LLC and Treasurer/Board Member of C‑Change Conversations (non‑profit).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Fixed income portfolio manager; later Managing Director and head of NY and other offices; retired as Advisory Director | 1987–2005 | Senior leadership in private wealth management |
| Constellation Wealth Advisors | Managing Director; firm sold to First Republic Bank | 2007–2015 | Wealth management leadership; transaction experience |
| Various non‑profits (NY/NJ) | Board service | N/D | Governance experience in non‑profit sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FlexPaths LLC | Board Member | N/D | Workplace strategy/consulting firm |
| C‑Change Conversations | Treasurer and Board Member | N/D | Non‑profit promoting non‑partisan climate/energy dialogue |
Board Governance
- Independence: Classified as an Independent Trustee; meets SEC and 1940 Act independence standards. The Board has four Independent Trustees and one Interested Trustee.
- Committee assignments: Member, Audit Committee; Member, Nominating Committee. Audit Committee Chair: Lourdes Perez‑Berkeley (designated “audit committee financial expert”); Nominating Committee Chair: Jeffrey L. Zlot.
- Attendance and meetings: Board met six times in FY2024; each Trustee attended at least 75% of Board and applicable committee meetings. Audit Committee met two times; Nominating Committee met two times. The Fund does not require Trustees to attend the annual shareholder meeting.
- Leadership structure: Board Chair is Rudy Pimentel (Interested Trustee affiliated with Adviser); no Lead Independent Trustee. Independent Trustees meet separately as part of each regular Board meeting and with the CCO at least annually.
- Trustee compensation oversight: Per the Nominating Committee Charter, the committee reviews and approves Trustee compensation at least annually.
Committee Overview (FY2024)
| Committee | Member (Sidamon‑Eristoff) | Chair | Meetings (FY2024) |
|---|---|---|---|
| Audit | Yes | Lourdes Perez‑Berkeley | 2 |
| Nominating | Yes | Jeffrey L. Zlot | 2 |
Fixed Compensation
Trustee Fee Structure (comparative)
| Component | FY2023 Structure | FY2024 Structure |
|---|---|---|
| Annual Retainer | $35,000 | $52,500 |
| Regular Meeting Fees (assumes quarterly; total annual) | $14,000 | $21,000 |
| Special Telephonic Meeting Fees (total annual) | $2,500 | $3,750 |
| Committee Meeting Fees (excl. Audit) | $4,000 | $6,000 |
| Audit Committee Meeting Fee | $4,500 | $6,750 |
Compensation Received (individual)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Aggregate Compensation from KIO | $30,000 | $35,625 |
| Total Compensation from Fund Complex | $135,000 (annualized); actual ≈$103,110 | $133,452 |
| Deferred Compensation Election | Participant; FY2023 deferral $60,000 directed to the Plan | Participant; FY2024 deferral $35,625 directed to the Plan |
Notes:
- The Deferred Compensation Plan allows Independent Trustees to defer fees; deferred amounts are deemed invested in Funds offered under the Plan, enhancing alignment.
Performance Compensation
- No performance‑based compensation, equity awards, stock options, or performance metrics are disclosed for Trustees; director pay is fee‑based. Trustee compensation levels are reviewed/approved at least annually by the Nominating Committee.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company directorships (as defined) | 1 |
| Registered investment companies in KKR “Fund Complex” overseen | 4 |
| Securities in Adviser/affiliates held by Independent Trustees or immediate family | None (per disclosure) |
- Section 16(a) compliance: Officers and Trustees complied with applicable Section 16(a) filing requirements in FY2024.
Expertise & Qualifications
- Finance/Wealth Management: Senior leadership at Morgan Stanley PWM and Constellation Wealth Advisors; portfolio management and office leadership background.
- Education: B.A. Duke; M.B.A. Duke’s Fuqua School of Business.
- Governance: Service on Audit and Nominating Committees; broad non‑profit board experience.
Equity Ownership
| As of Date | Dollar Range of Equity Securities in KIO | Aggregate Dollar Range across Registered Investment Companies Overseen |
|---|---|---|
| Jan 31, 2024 | $50,001–$100,000 | Over $100,000 |
| Jan 31, 2025 | Over $100,000 | Over $100,000 |
- Deferred fees are deemed invested in the Fund(s) under the Plan, further aligning interests.
Governance Assessment
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Strengths
- Independent Trustee with deep wealth management and fiduciary experience; active on Audit and Nominating Committees.
- Positive ownership alignment: increased personal dollar range in KIO to “Over $100,000” as of Jan 31, 2025; deferral of fees deemed invested in Fund(s).
- Attendance: met the ≥75% threshold; Board/committees maintained regular meeting cadence (Board: 6; Audit: 2; Nominating: 2 in FY2024).
- No independent trustee (or immediate family) ownership in Adviser/affiliates disclosed, reducing direct conflicts.
-
Considerations / Potential Red Flags
- Board chaired by an Interested Trustee; no Lead Independent Trustee designated—mitigated in part by independent committee leadership and executive sessions, but still a governance consideration for investor oversight.
- Director compensation rose year‑over‑year (structure and individual amounts), which is common with expanded complex responsibilities but warrants monitoring versus fund performance and peer norms.
- Individual meeting‑by‑meeting attendance percentages are not disclosed; only the ≥75% standard is reported.
- The Fund does not require Trustees to attend the Annual Meeting of Shareholders (shareholder engagement optics).
-
Overall: Sidamon‑Eristoff brings substantial finance and board governance expertise, clear independence, and increased personal economic alignment with KIO. The primary governance risk is structural—Interested Chair with no Lead Independent Trustee—partially offset by committee composition and independent sessions.