Carol L. Colman
About Carol L. Colman
Carol L. Colman (birth year: 1946) is an Independent Director of Western Asset Managed Municipals Fund Inc. (MMU) and has served since 2006; she is Chair of the Fund’s Pricing and Valuation Committee and a member of the Nominating, Audit, and Compensation Committees . Her primary occupation over the past five years is President of Colman Consulting Co., and she holds the CFA designation, as noted in the Audit Committee report . She oversees 21 portfolios in the Franklin Templeton fund complex, with Board tenure signaling deep familiarity with the Fund’s operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colman Consulting Co. | President | Past 5 years (ongoing) | Consulting and investment professional background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | “Other Directorships Held by Director in the Past Five Years: None” |
Board Governance
- Independent status: Colman is a non‑interested, Independent Director; all Audit, Nominating, Compensation, and Pricing & Valuation Committees are composed entirely of Independent Directors .
- Committee assignments: Member of Audit, Nominating, and Compensation; Chair of Pricing & Valuation Committee .
- Committee activity: Pricing & Valuation met 4 times in FY ended May 31, 2025; Compensation met 3 times in FY ended May 31, 2025; Audit Committee functions and reporting detailed (PwC independence affirmed; annual financial statements reviewed) .
- Attendance: In FY ended May 31, 2025, the Board held 4 regular and 3 special meetings; each Director attended at least 75% of Board and committee meetings for which eligible . In FY ended May 31, 2024, the Board held 4 regular meetings; each Director attended at least 75% .
- Board leadership: 2025—Board comprised of 8 directors, 7 Independent; Eileen A. Kamerick serves as Independent Chair, with regular executive sessions of Independent Directors and independent counsel . 2024—Board comprised of 7 directors, 6 Independent; Jane E. Trust served as Chair and Kamerick as Lead Independent Director .
- Fund complex oversight: Colman oversees 21 portfolios (2025), up from 16 portfolios (2024), reflecting expanded responsibilities within the Franklin Templeton complex .
Fixed Compensation
Directors receive cash compensation for service; the Fund states it does not provide pension or retirement benefits to Directors .
| Metric | FY 2024 (ended 05/31/24) | FY 2025 (ended 05/31/25) |
|---|---|---|
| Aggregate Compensation from MMU ($) | $29,453 | $33,193 |
| Metric | CY 2023 (ended 12/31/23) | CY 2024 (ended 12/31/24) |
|---|---|---|
| Total Compensation from Fund and Fund Complex ($) | $332,000 | $371,000 |
Performance Compensation
No director equity awards, options, or performance‑linked metrics are disclosed in the proxy materials; the compensation section provides cash compensation tables and notes no pension/retirement benefits, without detailing equity or performance plans for Directors .
| Performance Metric | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed in proxy |
| Option awards | Not disclosed in proxy |
| Performance metrics tied to pay (e.g., TSR, EBITDA) | Not disclosed in proxy |
| Clawback provisions specific to Director pay | Not disclosed in proxy |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlock |
|---|---|---|---|
| None disclosed (past five years) | — | — | No public company boards disclosed; reduces interlock/conflict risk |
Expertise & Qualifications
- CFA designation; signatory to Audit Committee report as “Carol L. Colman, CFA” .
- Experience as consultant and investment professional; Chair of Pricing & Valuation overseeing valuation process compliance .
- Long-standing governance experience within a highly regulated fund complex (21 portfolios overseen) .
Equity Ownership
| Metric | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|
| Dollar Range of Equity Securities in MMU | “C” = $10,001–$50,000 | “D” = $50,001–$100,000 |
| Aggregate Dollar Range across Family of Investment Companies | “E” = Over $100,000 | “E” = Over $100,000 |
| Group beneficial ownership (Directors/officers, % of outstanding) | <1% | <1% |
Notes: The Fund reports that, as of the stated dates, non‑interested Directors and their immediate families had no interest in the investment adviser or its control persons .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (FY 2024) | Fund believes all filing requirements were met |
| Section 16(a) compliance (FY 2025) | Fund believes all filing requirements were met |
| Form 4 transactions for Carol L. Colman | Not disclosed in proxy; Section 16 compliance noted |
Governance Assessment
- Board effectiveness: Colman’s leadership as Chair of Pricing & Valuation (4 meetings in FY 2025) supports robust valuation oversight, a critical risk area for a municipal closed‑end fund .
- Independence and engagement: Non‑interested Director with committee roles across Audit, Nominating, Compensation; attendance threshold met, indicating engagement .
- Ownership alignment: Personal MMU holdings increased from range “C” (2023) to “D” (2024), with aggregate family holdings “E”; Directors/officers as a group own <1% of outstanding shares, which may temper alignment expectations at the Fund level .
- Conflicts: Proxy states no interests in the investment adviser for non‑interested Directors and immediate families as of the relevant dates, reducing related‑party exposure .
- Workload signal: Oversight expanded from 16 to 21 portfolios within the fund complex between 2024 and 2025, implying broader responsibilities and time commitments .
RED FLAGS (observational, fact‑anchored):
- Low aggregate group ownership (<1%) may be viewed as weaker capital alignment at the board level despite Colman’s personal holdings increasing to range “D” in 2024 .
- Long tenure since 2006 can raise entrenchment perceptions among some investors; offset by continued independent status and committee leadership .
Additional context:
- Audit Committee report affirms PwC independence and financial statement oversight; Colman is a signatory, reinforcing audit governance participation .
- The Fund does not provide pension or retirement benefits to Directors; detailed retainer/fee structure by component is not disclosed in the proxy .