Michael Cahill
About Michael E. Cahill
Michael E. Cahill is an Independent Trustee of KKR Income Opportunities Fund (KIO), serving since July 2013 with his current Class I term expiring in 2027 . He was born in 1951 and was listed as age 72 in the 2024 proxy; his education includes a B.A. (Bishop’s University), J.D. (Osgoode Hall Law School, York University), and LL.M. (Harvard University) . Cahill’s core credentials are decades of senior legal and executive leadership in asset management, notably as Managing Director/General Counsel and later EVP at The TCW Group/Trust Company of the West, and prior general counsel roles at Act III Communications and law practice at O’Melveny & Myers and Shenas, Robbins, Shenas & Shaw . He is independent under the Investment Company Act, serves on the Audit and Nominating Committees, and has been re-elected by shareholders (most recently 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The TCW Group, Inc. and Trust Company of the West | Managing Director & General Counsel; later Executive Vice President | MD & GC (1991–2013); EVP (2008–2013) | Senior leadership at large investment manager; governance/legal oversight |
| Act III Communications | Senior Vice President & General Counsel | 1988–1991 | Senior legal leadership |
| O’Melveny & Myers LLP | Corporate law practice | Earlier career (years not specified) | Corporate law expertise |
| Shenas, Robbins, Shenas & Shaw | Corporate law practice | Earlier career (years not specified) | Corporate law expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | — | The proxy lists no other public company directorships for Cahill . |
| Fund complex oversight | Trustee oversight of 2 registered investment companies in KKR fund complex | Ongoing | Oversees two RICs in the complex; no adviser securities owned by independent trustees or immediate family members . |
Board Governance
- Independence and tenure: Independent Trustee since July 2013; Class I term expires 2027 .
- Committee assignments (FY2024): Audit Committee member (chair: Lourdes Perez‑Berkeley; all members independent) and Nominating Committee member (chair: Jeffrey L. Zlot; all members independent) .
- Attendance and engagement: Board met 6 times in FY2024; each Trustee attended at least 75% of Board and applicable committee meetings; Audit and Nominating Committees each met twice in FY2024 .
- Board leadership: Board Chair is Interested Trustee Rudy Pimentel; the Board has no Lead Independent Trustee; independent trustees meet separately each regular meeting and with the CCO at least annually .
| Committee | Cahill’s Role | Chair | Meetings (FY2024) |
|---|---|---|---|
| Audit | Member | Lourdes Perez‑Berkeley | 2 |
| Nominating | Member | Jeffrey L. Zlot | 2 |
Fixed Compensation
- Independent Trustees are compensated by retainer and meeting fees; a deferred compensation plan adopted May 2013 allows deferral of fees into a deemed investment account tracking the Fund .
| Compensation Structure (Independent Trustees) | Amount (Annual) |
|---|---|
| Retainer ($) | 52,500 |
| Regular Meeting Fees (assumes quarterly; total annual) ($) | 21,000 |
| Special Telephonic Meeting Fees (total annual) ($) | 3,750 |
| Committee Meeting Fees (excluding Audit) ($) | 6,000 |
| Audit Committee Meeting Fee ($) | 6,750 |
| Actual Compensation to Michael E. Cahill | FY2023 | FY2024 |
|---|---|---|
| Aggregate Compensation from KIO ($) | 30,000 | 35,625 |
| Total Compensation from Fund Complex ($) | 60,000 | 71,250 |
| Deferred Compensation Participation | Participant; amounts directed to the Plan per footnotes | Participant; $35,625 directed to the Plan per footnotes |
Performance Compensation
| Component | Performance Metrics | Targets/Weighting | Disclosure |
|---|---|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed for Independent Trustees; compensation is retainer/meeting fees | N/A | Not disclosed; compensation described as cash fees with optional deferral |
| Pay-for-performance metrics (TSR, EBITDA, ESG, etc.) | None disclosed for directors | N/A | Not disclosed |
No equity or performance-based awards are disclosed for Independent Trustees; compensation consists of retainers and meeting fees, with an optional deferred compensation plan .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None reported | — | — | None reported; independent trustees and immediate family members do not own securities of the Adviser or its affiliates . |
Expertise & Qualifications
- Investment management senior executive and general counsel at TCW/Trust Company of the West; governance and legal expertise valuable for Audit and Nominating oversight .
- Education: B.A. (Bishop’s University), J.D. (Osgoode Hall Law School, York University), LL.M. (Harvard University) .
- Committee-relevant skills: Financial literacy required for Audit Committee; Audit Committee includes an “audit committee financial expert” (Perez‑Berkeley) though Cahill is not designated as ACFE .
Equity Ownership
| As of Date | Dollar Range of KIO Equity Owned (Personal) | Aggregate Dollar Range across RICs Overseen | Notes |
|---|---|---|---|
| Jan 31, 2024 | Over $100,000 | Over $100,000 | Amounts include fees deferred into the Plan and deemed invested in the Fund . |
| Jan 31, 2025 | Over $100,000 | Over $100,000 | Amounts include fees deferred into the Plan and deemed invested in the Fund . |
| Group ownership | — | <1% of shares outstanding (Trustees/officers as a group) | Group total under 1% also noted in 2025 . |
Insider Trades and Section 16(a)
| Fiscal Year | Section 16(a) Filing Compliance | Source |
|---|---|---|
| FY2023 | The Fund believes its officers and Trustees complied with all applicable Section 16(a) filing requirements . | |
| FY2024 | The Fund believes its officers and Trustees complied with all applicable Section 16(a) filing requirements . |
Governance Assessment
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Strengths
- Deep asset management and legal background; long tenure since 2013 enhances institutional knowledge while maintaining independence .
- Active committee service on both Audit and Nominating; committees fully independent; Audit Committee has a designated financial expert (Perez‑Berkeley) .
- Attendance: met the ≥75% threshold for Board and committee meetings in FY2024; Board met six times; committees met twice each, indicating regular engagement .
- Alignment: “Over $100,000” beneficial ownership in KIO (includes deferred compensation deemed invested in the Fund) signals meaningful financial stake .
-
Risks / Watch items
- RED FLAG: Board Chair is an Interested Trustee (KKR affiliate) and the Board has no Lead Independent Trustee, increasing reliance on committee structure for conflict mitigation .
- RED FLAG (governance signal): CFO/Treasurer/CAO resignation and replacement effective Nov 1, 2025; monitor continuity of financial reporting and internal control oversight (though not specific to Cahill) .
- Limited transparency on individual director-level ownership beyond dollar ranges; no explicit stock ownership guideline disclosure for directors in the proxy .
-
Conflicts and related-party exposure
- Independent trustees (and immediate family) do not own securities of the Adviser or its affiliates, reducing related-party conflict risk .
- Audit/Nominating Committees are fully independent; the Nominating Committee also reviews and approves trustee compensation annually per charter .
-
Compensation structure changes
- Trustee fee structure increased from FY2023 to FY2024 (e.g., retainer from $35,000 to $52,500; meeting and committee fees also increased), raising total potential cash compensation; Cahill’s aggregate KIO compensation rose from $30,000 (FY2023) to $35,625 (FY2024) .
Overall, Cahill brings seasoned governance and legal expertise with long-standing independence and meaningful financial alignment through ownership/deferred fees. Key governance risk at the Board level is the lack of a Lead Independent Trustee while the Chair is an Interested Trustee, partially mitigated by fully independent and active committees .