Clifford Noreen
About Clifford M. Noreen
Clifford M. Noreen (age 67) serves as Chairman and Trustee of Barings Corporate Investors (MCI), with a term expiring in 2027 and service on the Board since 2009. He is classified as an “interested person” under the 1940 Act due to his prior employment with MassMutual and interests in certain deferred compensation plans; he retired from full-time employment at MassMutual in April 2024. He brings 35+ years of investment management and oversight experience across public equities and corporate credit, including roles as Head of Global Investment Strategy (2019–Apr 2024) and Deputy CIO/Managing Director (2016–2018) at MassMutual, and extensive service on investment company boards and investment committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MassMutual | Head of Global Investment Strategy; Deputy CIO & Managing Director | 2019–Apr 2024; 2016–2018 | Oversight of public/private credit, structured products, investment governance |
| HYP Management LLC | President; Senior Vice President | 2009–2015; 1996–2009 | LLC manager; credit/investment operations |
| Barings (Trusts’ adviser) | President/Vice Chairman/Managing Director; Board of Managers member (formerly) | Various prior years | Adviser governance and investment oversight |
| Wood Creek Capital Management, LLC | Board of Managers | 2011–2016 | Alternative investments oversight |
| MassMutual Asset Finance LLC | Trustee | 2009–Apr 2024 | Equipment finance governance |
| MassMutual Corporate Value Limited / Partners Limited | Director | 2005–2013 | Investment company governance |
| Baystate Health Systems | Investment Committee member | Since 2005 | Institutional investment oversight |
| Diocese of Springfield | Investment Committee member | Since 1999 | Endowment investment oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MassMutual Select Funds; MML Series Investment Funds; MML Series Investment Funds II; MassMutual Funds; MassMutual Advantage Funds | Trustee | Since 2021 | Open-end registered investment companies advised by MassMutual affiliates |
| Jefferies Finance LLC | Board of Managers member | Since 2008 | Finance company governance |
Board Governance
- Board composition: Seven Trustees; five are Independent Trustees. Noreen (interested person) serves as Chairman and presides at Board meetings and liaises with service providers. Lead Independent Trustee: Maleyne M. Syracuse (since Oct 2019).
- Committees: Audit (Chair: Barbara M. Ginader; designated Audit Committee Financial Expert), Governance (Chair: Maleyne M. Syracuse), Nominating (Chair: Edward P. Grace III); all comprised exclusively of Independent Trustees.
- Attendance: In FY2024, the Board held six regular meetings; each Trustee attended at least 75% of applicable Board/Committee meetings. All Trustees attended the May 16, 2024 Annual Meeting.
Fixed Compensation
| Component | MCI FY2024 | MPV FY2024 | Notes |
|---|---|---|---|
| Trustee retainer (Independent Trustees) | $18,794 per quarter | $12,431 per quarter | Paid to Independent Trustees; Audit Chair and Lead Independent receive additional $1,250 per quarter per Trust |
| Chairman (Clifford M. Noreen) – cash | $44,450 | $30,683 | Effective May 1, 2024, Trusts pay Noreen’s compensation (no Barings employee status) |
| Committee chair stipends | $1,250 per quarter (Audit Chair; Lead Independent) | $1,250 per quarter (Audit Chair; Lead Independent) | Not applicable to Noreen; committees are all-independent |
| Pension/retirement benefits | None | None | Trustees do not receive pension or retirement benefits from the Trusts |
Performance Compensation
- No equity grants, options, or performance-based metrics disclosed for Trustees; compensation is cash-based retainers and stipends.
| Performance Metric | Tied to Director Pay? | Disclosure |
|---|---|---|
| TSR/EBITDA/Revenue growth | No | None disclosed for Trustees |
| ESG/safety/customer metrics | No | None disclosed for Trustees |
Other Directorships & Interlocks
| Entity | Nature of Interlock | Governance Risk Note |
|---|---|---|
| MassMutual (ultimate parent of Barings) | Parent of MCI’s adviser; holds $30M senior fixed-rate convertible note due Nov 15, 2027, potentially >5% beneficial ownership via conversion | Parent ownership and advisory relationships can create perceived conflicts; Board committees are independent-only to mitigate |
| MassMutual mutual fund boards | Noreen is Trustee on multiple MassMutual-advised mutual funds | Cross-board service with adviser’s parent entities increases interlocks; material to independence assessment |
| Jefferies Finance LLC | Noreen Board of Managers | External finance governance; not a disclosed related-party transaction for MCI |
Expertise & Qualifications
- 35+ years across public equities and corporate credit, including mezzanine, private equity, structured credit; extensive investment company and private fund governance experience.
- Prior senior roles in asset allocation and investment strategy at MassMutual; broad oversight of investment risk and operations.
Equity Ownership
| Holder | Beneficial Ownership (Dollar Range) | Notes |
|---|---|---|
| Clifford M. Noreen | Over $100,000 | Includes interest derived from the market value of MCI shares represented in Barings/MassMutual non-qualified compensation deferral plans; neither plans nor participant has actual ownership of Trust shares under plan terms |
| Trustees/Officers (group) | 1.95% of MCI outstanding shares (as of Mar 17, 2025) | Aggregated beneficial ownership |
| Adviser (Barings) | 1.07% of MCI outstanding shares (as of Mar 17, 2025) | Beneficial ownership |
| Ownership guidelines (Independent Trustees) | Must invest one year’s worth of fees (excluding committee fees) in MCI/MPV; 3-year phase-in | Policy applies to Independent Trustees; investments by family or controlled entities count toward compliance |
Governance Assessment
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Independence and leadership: Noreen is not independent (interested person) and serves as Chairman; however, the Lead Independent Trustee role and fully independent Audit/Governance/Nominating committees strengthen oversight.
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Alignment: Trustee compensation is cash-only, with no equity grants; Independent Trustees must invest one year’s fees in Trust shares, supporting alignment. Noreen’s reported “Over $100,000” exposure includes non-qualified deferral interests rather than direct share ownership, a weaker alignment signal.
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Conflicts and related-party exposure: MassMutual (parent of adviser) holds a sizable convertible note in MCI, potentially exceeding 5% ownership upon conversion; Noreen’s long MassMutual/Barings history underpins his “interested” classification. Independent-only committee structure is an important mitigant.
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Attendance/engagement: Meets minimum attendance thresholds (>75% of meetings), with full Board presence at the 2024 Annual Meeting—supportive of engagement.
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RED FLAGS:
- Chairman classified as “interested person” with historic ties to adviser’s parent; potential perception risk on independence at the Board leadership level.
- Parent-company financing (convertible note) that may confer significant ownership, increasing related-party sensitivity.
- Director pay lacks performance linkage or equity, limiting direct pay-for-performance signals for trustees.
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Positives:
- Independent-only committees with designated financial expert on Audit; presence of Lead Independent Trustee since 2019.
- Documented attendance and governance processes; charters available on Trust websites.