Catherine Schrand
About Catherine Schrand
Independent Board Member (Class II) of DWS Municipal Income Trust (KTF) since 2021; currently Chair of KTF’s Audit Committee. She is the Celia Z. Moh Professor of Accounting at The Wharton School (Professor since 1994; endowed chair since 2016), born in 1964, and oversees 66 portfolios in the DWS fund complex. She is nominated for re‑election in 2025 to serve until the 2028 annual meeting or until KTF’s termination (liquidating distribution no later than November 30, 2026). All KTF Board Members, including Schrand, are non‑interested “Independent Board Members” under the Investment Company Act of 1940 and NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Wharton School, University of Pennsylvania | Professor of Accounting; Celia Z. Moh Professor of Accounting | Professor: 1994–present; Endowed Chair: 2016–present | Academic leadership and research in accounting and economics |
| Wharton Doctoral Programs | Vice Dean | 2016–2019 | Oversight of doctoral program governance and operations |
| Financial Economists Roundtable | Member; Steering Committee Member; Executive Committee Member | Member: 2014–present; Steering: 2022–present; Executive: 2024–present | Policy-oriented forums; governance and standards in financial economics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jacobs Levy Center (Wharton) | Advisory Board Member | Since 2023 | Academic advisory role; not a public company directorship |
| Other public company directorships (past five years) | None | — | No public company boards disclosed |
Board Governance
- Independence: Schrand is a non‑interested, Independent Board Member under the 1940 Act; KTF committees are composed solely of Independent Board Members per fund governance and NYSE standards.
- Term and nomination: Class II nominee in 2025; if elected, serves until 2028 or until KTF’s termination (liquidation no later than Nov 30, 2026).
- Attendance: In calendar 2024, the Board held 5 regular and 1 special meeting; each Board Member attended at least 75% of Board and applicable committee meetings.
| Committee | Role | Members (2024–2025) | Meetings in 2024 |
|---|---|---|---|
| Audit Committee | Chair | Catherine Schrand (Chair), Jennifer S. Conrad (Vice Chair, 2025); Keith R. Fox; prior year: Richard J. Herring (Vice Chair), Mary S. Daugherty | 6 |
| Nominating & Governance | Not a member | Rebecca W. Rimel (Chair), Chad D. Perry (Vice Chair), Keith R. Fox | 5 |
| Operations | Not a member | Chad D. Perry (Chair), Mary S. Daugherty (Vice Chair), Rebecca W. Rimel | 5 |
- Auditor oversight: As Audit Chair, Schrand led the committee’s review of audited financials and auditor independence; EY was re‑selected, with independence communications under PCAOB Rule 3526 addressed to the Committee.
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| KTF Board Fees (cash) | $2,711 | $2,580 |
| DWS Fund Complex Total Compensation (cash) | $350,000 (includes service across 67–68 funds) | $350,000 (across 67 funds as of Dec 31, 2024) |
| Audit Committee Chair Retainer (cash) | $35,000 (included in complex total) | $35,000 (included in complex total) |
Notes:
- Independent Board Members receive retainer fees and specified amounts for committee service; no pension, retirement, or health benefits from the Funds.
Performance Compensation
| Metric | Plan Design | Status/Disclosure |
|---|---|---|
| Annual bonus (cash) | Not applicable to independent directors | Not disclosed; directors compensated via retainers and committee fees |
| Stock awards (RSUs/PSUs) | Not applicable | No equity awards disclosed for directors |
| Options | Not applicable | No option awards disclosed for directors |
| Performance metrics (revenue, EBITDA, TSR, ESG) | Not applicable | No performance‑based director compensation disclosed |
| Clawback/COC/severance | Not applicable | Not disclosed for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed in past five years |
| Advisory/academic roles | Jacobs Levy Center Advisory Board (since 2023) |
| Interlocks with KTF counterparties | None disclosed |
Expertise & Qualifications
- Accounting and financial reporting expertise; author/editor in accounting and economics; serves as Audit Committee Chair (financial expert role).
- Deep academic credentials and governance experience (Wharton endowed chair; doctoral program leadership; Financial Economists Roundtable executive committee).
- Oversees 66 DWS portfolios, indicating broad fund oversight exposure.
Equity Ownership
| Measure | As of Aug 1, 2024 | As of Aug 1, 2025 |
|---|---|---|
| KTF shares beneficially owned | 0 | 0 |
| Aggregate dollar range of equity securities owned across all DWS funds overseen | $50,001–$100,000 | Over $100,000 |
| Board expectation: aggregate investment in DWS funds within 3 years of becoming a Board Member | $315,000 expectation (policy) | $315,000 expectation (policy) |
Notes:
- Schrand was appointed to the DWS funds Boards effective November 18, 2021; as of August 1, 2025 her aggregate disclosed holdings were “Over $100,000,” below the $315,000 expectation threshold stated in Board Governance Policies.
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) filings | KTF states that all required filings for fiscal year ended Nov 30, 2024 were timely, based on review of forms and written representations; no specific trades disclosed in the proxy. |
Governance Assessment
- Strengths: Independent director with rigorous accounting expertise; Audit Committee Chair across the DWS closed‑end funds, with documented oversight of financial statements and auditor independence; Board attendance at least 75%, and committee structures composed solely of independent directors. These support strong controls and investor confidence.
- Alignment and ownership: Direct KTF stake is 0; aggregate DWS fund holdings rose from $50k–$100k (2024) to Over $100k (2025), but remain below the Board’s $315k expectation within three years of appointment—indicating a gap versus stated ownership alignment guidelines. Highlight as a watch item for alignment.
- Conflicts and risks: No related‑party transactions or public-company interlocks disclosed; Audit Committee Chair limits potential audit‑committee overload via NYSE‑aligned charter policy; auditor independence matters were reported and addressed via PCAOB Rule 3526 processes. No legal or SEC proceedings reported involving directors.
RED FLAGS: Ownership alignment shortfall vs Board expectation (aggregate DWS holdings below $315k threshold as of Aug 1, 2025); no direct KTF share ownership. Monitor remediation.