Carol Colman

About Carol L. Colman

Independent director of Western Asset Municipal High Income Fund Inc. (MHF) since 2007, born in 1946, and President of Colman Consulting Co. . She is designated “CFA” in the Audit Committee report, indicating a Chartered Financial Analyst credential . Colman oversees 17 portfolios within the Franklin Templeton fund complex and is categorized as a non‑interested (independent) director .

Past Roles

External Roles

Board Governance

• Current committee assignments: member of Nominating, Audit, and Compensation Committees; Chair of the Pricing and Valuation Committee .
• Independence: all four standing committees (Audit, Nominating, Compensation, Pricing & Valuation) are composed entirely of Independent Directors; the Board has 8 directors, 7 of whom are Independent .
• Board and committee activity FY 2024:
  • Board: 4 regular meetings; each Director attended at least 75% of aggregate meetings for which eligible .
  • Audit Committee: met 5 times; Colman is a member; Chair is Nisha Kumar (audit committee financial expert) .
  • Nominating Committee: met 7 times; Chair is Hillary A. Sale .
  • Pricing & Valuation Committee: met 4 times; Chair is Carol L. Colman .
  • Compensation Committee: met once; Chair is Peter Mason .
• Board leadership and executive sessions: Independent Director Eileen A. Kamerick serves as Board Chair; Independent Directors regularly meet outside management and are advised by independent legal counsel .

Fixed Compensation

Director compensation is disclosed as aggregate amounts from the Fund and total compensation across the Franklin Templeton fund complex.

Notes:

• The Fund does not provide pension or retirement benefits to Directors .
• Each Director currently holds 17 investment company directorships within this Fund Complex (time commitment context) .

Performance Compensation

No performance-based compensation metrics (TSR, revenue, EBITDA, ESG) are disclosed for directors; the proxy presents cash compensation aggregates and does not show any performance-conditioned awards .

Other Directorships & Interlocks

Expertise & Qualifications

• CFA credential noted in Audit Committee report signature block .
• Experience as a consultant and investment professional cited among Board’s evaluated attributes .
• Valuation oversight: Chair of Pricing & Valuation Committee, assisting with portfolio securities valuation under applicable law and fund policies .

Equity Ownership

Additional context:

• As of February 7, 2025, nominees, Directors and officers as a group beneficially owned less than 1% of outstanding shares .

Governance Assessment

• Independence and committee influence: Long-tenured independent since 2007, with significant role as Chair of Pricing & Valuation and seats on Audit, Nominating, and Compensation—positions central to reporting integrity, valuation controls, and director pay decisions .
• Engagement: Board met 4 times in FY 2024, and Colman met the ≥75% attendance threshold; committees were active (Audit 5; Nominating 7; Pricing 4; Compensation 1), indicating regular governance touchpoints .
• Ownership alignment: Dollar range in MHF is “None,” while aggregate holdings across funds overseen are “Over $100,000”; lack of direct MHF ownership can be perceived as weaker alignment for this specific fund, though common in mutual fund complexes where director holdings are diversified .
• Conflicts and related-party exposure: Proxy reports no Director or immediate family interest in the investment adviser or its affiliates as of year-end 2024, reducing adviser-related conflict risk .
• Workload/time commitment: Holds 17 fund complex directorships, implying substantial oversight responsibilities across funds (monitor for potential overboarding concerns against fund bylaws/qualification limits) .
• RED FLAGS:
  • No MHF share ownership disclosed for Colman (alignment consideration) .
  • No Directors attended the 2024 Annual Meeting; fund has no formal policy on annual meeting attendance .
• Insider trading and Section 16 compliance: Fund states that all filing requirements under Section 16(a)/Section 30(h) were met for FY 2024; specific Form 4 transactions for Colman not enumerated in the proxy .

Insider Trades

Committee Activity Summary

Notes on Say‑on‑Pay and Peer Benchmarking

Investment company proxies typically do not include say‑on‑pay votes or executive compensation peer groups as seen in operating companies; MHF’s proxy does not present such items for directors .

Related Party Transactions

Proxy indicates no Director or immediate family interest in the adviser or affiliates; no related‑party transactions involving Colman are disclosed .