Susan Sweeney
About Susan B. Sweeney
Susan B. Sweeney (age 72) is an Independent Trustee of Barings Corporate Investors (MCI) and has served on the Board since 2012; she is nominated for a new three-year term at the 2025 annual meeting . She is retired (since 2014) and previously served as Senior Vice President and Chief Investment Officer of Selective Insurance Company of America (2010–2014), following prior roles as Senior Managing Director at Ironwood Capital and Chief Investment Officer of Pension Funds for the State of Connecticut Treasurer’s Department .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Selective Insurance Company of America | Senior Vice President & Chief Investment Officer | 2010–2014 | Led investment management; 35+ years investment/financial experience cited by Board |
| Ironwood Capital | Senior Managing Director | Not disclosed | Senior leadership in private markets |
| State of Connecticut Treasurer’s Department (Pension Funds) | Chief Investment Officer | Not disclosed | Oversight of public pension investments |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| MassMutual Select Funds (open‑end, advised by MML Investment Advisers) | Trustee | Since 2009 | Part of broader “Fund Complex” oversight (106 portfolios) |
| MML Series Investment Fund (open‑end) | Trustee | Since 2009 | Same complex |
| MML Series Investment Fund II (open‑end) | Trustee | Since 2012 | Same complex |
| MassMutual Funds (open‑end) | Trustee | Since 2012 | Same complex |
| MassMutual Advantage Funds (open‑end) | Trustee | Since 2021 | Same complex |
| Barings Private Equity Opportunities & Commitments Fund | Trustee | 2021–2022 | Formerly MassMutual Access Pine Point Fund |
Board Governance
- Independence and tenure: Independent Trustee since 2012; nominee for re‑election in 2025 .
- Committee assignments: Member, Audit Committee; member, Governance Committee; member, Nominating Committee (all Independent Trustees serve on Governance and Nominating) .
- Committee chair roles: Not a chair; Audit Chair is Barbara M. Ginader (also designated Audit Committee Financial Expert), Governance Chair and Lead Independent Trustee is Maleyne M. Syracuse, Nominating Chair is Edward P. Grace III .
- Board structure: Seven Trustees; five Independent Trustees .
- Attendance and engagement: In FY2024, the Board held six regular meetings; each Trustee attended at least 75% of Board and applicable Committee meetings. All Trustees attended the May 16, 2024 Annual Meeting .
- Committee cadence in FY2024: Audit (4 meetings), Governance (1), Nominating (1) .
- Independence standards: Audit Committee members (including Sweeney) qualify as independent under NYSE listing standards and SEC rules .
Fixed Compensation
| Component | MCI | MPV | Notes |
|---|---|---|---|
| Quarterly trustee fee (policy) | $18,794 per quarter | $12,431 per quarter | Paid to Independent Trustees; interested Trustees’ comp policies differ |
| Additional quarterly stipends (policy) | $1,250 (Audit Chair) | $1,250 (Lead Independent Trustee) | Applies to designated roles; Sweeney is not in these chair roles |
| FY2024 actual cash compensation – S. Sweeney | $75,176 | $49,724 | Equals 4× quarterly fees |
| Total compensation from Fund Complex – S. Sweeney | $525,300 | — | Includes service on MassMutual funds boards |
The proxy does not disclose any pension or retirement benefits for Trustees; Trustees do not receive such benefits from the Trusts .
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Annual/target bonus | Not disclosed/applicable | Trustee compensation is disclosed as flat fees; no bonus metrics disclosed |
| Stock/option awards (RSUs, PSUs, options) | Not disclosed/applicable | No equity grants for Trustees are disclosed in the proxy |
| Performance metrics (TSR, revenue/EBITDA, ESG, etc.) | Not disclosed/applicable | No performance-based pay framework for Trustees is disclosed |
Other Directorships & Interlocks
| Relationship | Description | Potential Governance Consideration |
|---|---|---|
| Adviser affiliation ecosystem | Sweeney serves as Trustee on multiple open‑end funds managed by MassMutual affiliates; Barings (MCI’s adviser) is wholly owned within the MassMutual corporate family . | Structural tie to adviser’s parent organization; however, Sweeney is classified as independent (Audit member meets NYSE/SEC independence) . |
| Significant shareholder context | MassMutual may be deemed a >5% beneficial owner of MCI due to holding a $30,000,000 senior convertible note (convertible into MCI shares at MassMutual’s option) . | Not a Sweeney-specific transaction, but relevant to board oversight and independence optics. |
Expertise & Qualifications
- 35+ years of investment and financial management experience across public and private sectors; prior CIO roles at Selective Insurance and State of Connecticut Pension Funds; senior private markets leadership at Ironwood Capital .
- Serves on Audit Committee but is not designated the Audit Committee Financial Expert (designation held by Barbara M. Ginader) .
- Oversees 106 portfolios in the broader fund complex—indicative of significant board workload and familiarity with investment company governance .
Equity Ownership
| Holder | MCI Holdings (Dollar Range) | MPV Holdings (Dollar Range) | Notes |
|---|---|---|---|
| Susan B. Sweeney | Over $100,000 | $50,001–$100,000 | Individual director dollar ranges; exact share counts/percent not disclosed. |
| Board ownership guideline | Independent Trustees must invest one year’s worth of trustee fees (excluding committee fees) in shares of one or both Trusts; three-year phase-in for new Trustees . | Alignment policy formalized in 2010 . | |
| Shares outstanding (MCI) | 20,298,644 shares as of record date (Mar 17, 2025) | — | Context for ownership scale. |
| Trustees & Officers as group (MCI) | 1.95% of outstanding shares | — | Aggregate, not Sweeney-specific . |
Section 16(a) compliance: The Trusts report compliance by Trustees and relevant officers for FY2024 through Mar 17, 2025, with late filings noted for certain officers (not Sweeney) .
Governance Assessment
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Strengths
- Independent Trustee with deep CIO experience across insurance, public pensions, and private markets; relevant to credit and portfolio risk oversight .
- Active committee participation (Audit, Governance, Nominating); Board reports each Trustee met at least 75% attendance; all Trustees attended the 2024 annual meeting .
- Ownership alignment supported by formal board policy requiring investment of one year’s trustee fees; Sweeney’s MCI holdings reported in “Over $100,000” dollar range .
- Audit Committee independence affirmed under NYSE/SEC standards; presence of designated financial expert on committee (Ginader) enhances oversight .
-
Watch items / potential red flags
- Structural interlock: Sweeney concurrently serves on multiple MassMutual-managed fund boards while MassMutual is parent of Barings (MCI’s adviser) and may be deemed a >5% beneficial owner of MCI via a convertible note . While the proxy affirms independence for Audit Committee members, investors may monitor how the Board manages adviser‑affiliate conflicts (fees, audits, related services) .
- No performance-based or equity-linked director compensation disclosed (comp is flat fees). This is conventional for investment company trustees but offers limited explicit pay‑for‑performance linkage .
-
Overall view
- Sweeney brings long-tenured, relevant investment oversight experience and participates across key governance committees with documented attendance. Her holdings and the board’s ownership policy support alignment, though the adviser‑affiliate ecosystem (MassMutual/Barings) warrants ongoing scrutiny of independence in practice—mitigated by committee independence safeguards and the presence of an audit financial expert on the committee .