Barbara Ginader
About Barbara M. Ginader
Independent Trustee of Barings Corporate Investors (MCI) since 2013; age 68; retired since 2018 after serving as General Partner at Boston Ventures Management from 1993–2018. Designated as the Audit Committee Chair and as the Board’s Audit Committee Financial Expert under SEC rules and NYSE listing standards, reflecting deep private equity and corporate finance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Ventures Management | General Partner | 1993–2018 | Led private equity investments; media/entertainment focus; board experience across portfolio companies |
| Bear Stearns & Co. | Managing Director | Not disclosed | Corporate finance/M&A experience |
| Chemical Bank | Managing Director | Not disclosed | Corporate finance/merchant banking |
| First National Bank of Boston | Assistant Vice President | Not disclosed | Corporate finance foundations |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Vue Entertainment Holdings Ltd. | Director (prior) | Not disclosed |
| River City Broadcasting | Director (prior) | Not disclosed |
| Motown Records | Director (prior) | Not disclosed |
| MSPCA–Angell Memorial Hospital | Member, Board of Overseers | 2013–2014 |
| IECA Foundation | Member, Grants Committee | 2012–2017 |
| Foundation of Codman Academy Public Charter School | President of the Board (prior) | Not disclosed |
Board Governance
- Committees and chair roles:
- Audit Committee: Chair – Barbara M. Ginader; members – Michael H. Brown, Edward P. Grace III, Susan B. Sweeney, Maleyne M. Syracuse; meetings in 2024: 4; all members independent; Ginader designated Audit Committee Financial Expert .
- Governance Committee: Chair – Maleyne M. Syracuse; members – all Independent Trustees; meetings in 2024: 1 .
- Nominating Committee: Chair – Edward P. Grace III; members – all Independent Trustees; meetings in 2024: 1 .
- Independence and engagement:
- Audit Committee comprised exclusively of non‑interested Independent Trustees under the 1940 Act, NYSE listing standards, and SEC rules; Ginader is the Audit Committee Financial Expert .
- The Audit Committee reviewed KPMG’s independence, PCAOB communications, and recommended inclusion of 2024 audited financials; the Committee appointed KPMG for 2025 audits .
- All Trustees attended the May 16, 2024 Annual Meeting (encouraged but not required) .
- Tenure on Board: Trustee since 2013; current term expires 2026 .
Fixed Compensation
| Component | MCI Amount (2024) | MPV Amount (2024) | Notes |
|---|---|---|---|
| Quarterly Trustee Fee | $18,794 | $12,431 | Paid to non‑interested Trustees; quarterly |
| Quarterly Audit Chair Stipend | $1,250 | $1,250 | Paid to Audit Chair per Trust; Ginader is Chair |
| Annual Total – Barbara M. Ginader | $80,176 | $54,724 | Sums reflect 4 quarters of fees + chair stipends |
| Pension/Retirement | None | None | Trustees do not receive pension/retirement benefits |
| Meeting Fees | Not disclosed | Not disclosed | Proxy lists flat fees and stipends only |
Performance Compensation
- No equity grants, options, or performance-linked director compensation disclosed; proxy compensation for Trustees consists of fixed fees and committee stipends only .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ginader . |
| Prior public/private company boards | Vue Entertainment Holdings Ltd.; River City Broadcasting; Motown Records . |
| Fund complex roles (cross-appointments) | Not listed for Ginader; other Trustees hold roles across MassMutual fund complexes, but Ginader’s disclosed roles are outside those complexes . |
| Potential interlocks/conflicts | None disclosed relating to Ginader; Audit Committee reviews auditor independence and non‑audit services to adviser/parent (Barings/MassMutual) . |
Expertise & Qualifications
- 30+ years in private equity, corporate finance, M&A, restructuring, and merchant banking, focused on media/entertainment/communications; prior roles at Boston Ventures, Bear Stearns, Chemical Bank, First National Bank of Boston .
- Designated Audit Committee Financial Expert; chairs the Audit Committee; committee members are Independent Trustees under NYSE/SEC standards .
Equity Ownership
| Holder | Ownership Disclosure |
|---|---|
| Barbara M. Ginader | Dollar range of MCI shares: Over $100,000; MPV: $10,001–$50,000; Aggregate in the family of investment companies: Over $100,000 . |
| Trustees and Officers (group) | Beneficially own 1.95% of MCI’s outstanding shares (as of March 17, 2025) . |
| Adviser (Barings) | Beneficially owns 1.07% of MCI’s outstanding shares (as of March 17, 2025) . |
| Ownership policy | Independent Trustees are required to invest one year’s worth of trustee fees (excluding committee fees) in shares of one or both Trusts; 3‑year phase‑in applies to newly elected Trustees . |
Governance Assessment
- Strengths:
- Independent Audit Committee chaired by Ginader; she is designated as the Financial Expert and led oversight of KPMG’s independence and audit matters—supports robust financial reporting governance .
- Regular committee activity (Audit met 4x; Governance and Nominating met 1x each in 2024) and documented engagement; all Trustees attended the 2024 Annual Meeting—positive engagement and oversight signals .
- Clear ownership alignment policy requiring Independent Trustees to hold one year’s fees in Trust shares; Ginader reports “Over $100,000” in MCI—supports alignment, though precise share counts are not provided .
- Watch items:
- The complex includes Barings and MassMutual affiliates; Audit Committee monitors non‑audit services to adviser/parent to safeguard auditor independence—ongoing oversight remains important .
- Exact share counts and percentage ownership by Ginader are not disclosed (only dollar ranges), limiting precision in “skin‑in‑the‑game” analytics; no explicit hedging or pledging disclosures noted for individual Trustees in the proxy .
- Red flags:
- No related‑party transactions or director‑specific conflicts are disclosed involving Ginader; no pension, perquisite, or tax gross‑up benefits for Trustees—no pay anomalies identified .
Overall, Ginader’s profile—independent status, Audit Chair role, Financial Expert designation, prior PE/finance leadership, and disclosed share ownership—supports investor confidence in audit oversight and governance quality at MCI, with limited conflict signals in the latest proxy .