Susan B. Kerley
About Susan B. Kerley
Independent Trustee of NYLI MacKay DefinedTerm Municipal Opportunities Fund (MMD); year of birth 1951; Trustee since 2011; former Chair of the Board (2017–2024); currently Chair of the Operations Oversight Committee and designated Audit Committee Financial Expert. She is President of Strategic Management Advisors LLC (since 1990) and has over 25 years of investment management industry experience; Board Service Policy requires her to tender resignation by December 31, 2026 upon reaching age 75.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYLI MacKay DefinedTerm Muni Opportunities Fund (MMD) | Chair of the Board; Trustee | Chair 2017–2024; Trustee since 2011 | Led Board; transitioned Chair role Jan 2025 |
| NYL Investments Group of Funds (complex) | Chair, Contracts Committee | 2013–2016 | Oversight of advisory and service contracts |
| Investment Company Institute / Independent Directors Council | ICI Board of Governors & Executive Committee member; IDC Governing Council Chair; Chair, IDC Task Force on Derivatives | Through Sep 2014; Task Force Chair in 2008 | Industry leadership on governance and derivatives oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Strategic Management Advisors LLC | President | Since 1990 | Investment consulting firm |
| Legg Mason Partners Funds | Trustee | Since 1991 | 45 portfolios overseen |
| NYL Investments Funds Trust | Chair (2017–2024); Trustee since 1990 | 1990–present | 39 funds |
| NYL Investments Funds | Chair (2017–2024); Trustee since 2007 | 2007–present | 11 funds |
| NYL Investments VP Funds Trust | Chair (2017–2024); Trustee since 2007 | 2007–present | 33 portfolios |
| NYLI CBRE Global Infrastructure Megatrends Term Fund | Chair (2021–2024); Trustee | Since 2021 | Closed-end sister fund |
| NYLI MacKay Muni Income Opportunities Fund | Chair (Mar–Dec 2024); Trustee | Since 2024 | Closed-end sister fund |
Board Governance
- Independence: Classified as an Independent Trustee; Board has seven Trustees, six of whom are independent; the Chair is an Independent Trustee.
- Board tenure and retirement: Trustee since 2011; Board Service Policy requires independent trustees to tender resignation at age 75 or after 15 years of service; Ms. Kerley must tender by December 31, 2026.
- Committee assignments (FY ended May 31, 2025):
- Operations Oversight Committee – Chair; 5 meetings.
- Audit Committee – Member; 7 meetings; designated Audit Committee Financial Expert.
- Contracts Committee – Member; 6 meetings.
- Investment Committee – Member; 8 meetings.
- Nominating & Governance Committee – Member; 6 meetings.
- Meeting attendance: Board held 9 regular meetings; each Trustee attended at least 75% of aggregate Board and Committee meetings of which they were a member.
- Shareholder meeting attendance: Six Trustees were present at the 2024 annual meeting.
| Committee | Role | Meetings (FY 2025) |
|---|---|---|
| Operations Oversight | Chair | 5 |
| Audit | Member | 7 |
| Contracts | Member | 6 |
| Investment | Member | 8 |
| Nominating & Governance | Member | 6 |
Fixed Compensation
| Fiscal Year | Aggregate Compensation from MMD | Pension/Retirement Benefits | Annual Benefits Upon Retirement | Total Compensation from Fund Complex |
|---|---|---|---|---|
| FY ended May 31, 2025 | $1,616 | None | None | $420,000 |
- Structure: Independent Trustees receive an annual retainer and a fee per regularly scheduled Board and associated Committee meetings; the Chair of the Board receives an additional annual fee; expenses reimbursed; each fund pays its pro‑rata share by assets.
Performance Compensation
- No performance-based compensation disclosed for Trustees (no bonus, PSU/RSU, or option programs for Board members). Compensation is cash-based via retainers and meeting fees; no pension or retirement benefits.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Note |
|---|---|---|---|
| NYL Investments fund complex (multiple registrants) | Registered investment companies | Chair (historical) and Trustee across 86 portfolios | Oversight of manager/subadvisor across affiliated funds may concentrate workload; governance mitigated by independence and committee structure. |
| Legg Mason Partners Funds | Registered investment companies | Trustee since 1991 (45 portfolios) | Large external fund complex; not an operating public company; adds mutual fund governance expertise. |
Expertise & Qualifications
- Audit Committee Financial Expert designation for the NYL Investments Group of Funds.
- 25+ years in investment management; leadership roles at ICI and IDC focused on fund governance and derivatives oversight.
- Oversees 86 portfolios within the fund complex, indicating extensive board-level oversight experience.
Equity Ownership
| Holder | Dollar Range in MMD | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|
| Susan B. Kerley | None | Over $100,000 |
- Trustees and Officers as a group owned less than 1% of MMD’s outstanding shares.
- No disclosures of hedging/pledging by Trustees specific to MMD in the proxy; Section 16(a) reporting compliance was timely according to the Fund.
Governance Assessment
-
Strengths:
- Deep fund governance experience, prior Board Chair, and current chair of Operations Oversight (risk/compliance), with ACF Expert status—positive for control environment and oversight of valuation, fair value determinations, and risk systems.
- Robust committee engagement across Audit, Investment, Contracts, and Nominating & Governance; Board is majority independent with an Independent Chair.
-
Watch items / potential red flags for alignment and workload:
- No personal ownership in MMD (dollar range “None”), which may modestly weaken direct alignment to this vehicle despite >$100k aggregate exposure across the family.
- Significant total compensation from the broader NYL fund complex ($420k), reflecting heavy multi‑fund workload; while standard for large complexes, the economic tie to the complex warrants continued monitoring of independence in adviser/subadvisor evaluations.
- Long tenure (since 2011) with mandatory resignation trigger at end‑2026; succession and refresh planning should be tracked to ensure continuity and board refresh.
-
Attendance and engagement: Board met 9 times; each Trustee met the ≥75% attendance threshold; committee activity levels (5–8 meetings across key committees) suggest active oversight.
-
Compensation governance: Trustee pay set via Board processes (Nominating & Governance Committee has remit over Board compensation); structure is retainer plus meeting fees with Chair premium; no pensions—aligned with industry norms.
-
Related-party/other conflicts: No related-party transactions disclosed specific to Ms. Kerley; her outside business (Strategic Management Advisors LLC) is disclosed with no indicated transactions with the Fund.