Susan B. Kerley
About Susan B. Kerley
Independent Director of PAI since 1992; born 1951. Kerley is an Investment Consulting Partner at Strategic Management Advisors, LLC (investment consulting) since 1990, with extensive mutual fund board experience, including chair roles across a large family of funds. She oversees 49 portfolios in the fund complex (including PAI) in 2025 (50 in 2024) and is classified as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Directors Council (IDC) | Chairman | 2012–2014 | Led independent fund director community best practices |
| Investment Company Institute (ICI) | Executive Committee | 2011–2014 | Industry policy and governance input |
| Investment Company Institute (ICI) | Board of Governors | 2006–2014 | Strategic oversight for industry association |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MainStay Family of Funds (66 funds) | Director and Trustee | Since 1990 | Chairman since 2017 and 2005–2012; broad multi-fund governance |
| Franklin Templeton Fund Complex | Portfolios overseen | 49 (2025) / 50 (2024) | Oversight breadth across fund complex |
Board Governance
- Committee memberships: Audit, Governance & Nominating, Executive & Contracts, and Investment & Performance Committees .
- Committee chair roles: Chairperson of the Performance Committee (reviews investment performance); Audit Committee chaired by Robert Abeles Jr.; Contracts Committee chaired by William E. B. Siart; Governance Committee chaired by Jaynie Miller Studenmund in 2025 (Anita L. DeFrantz in 2024) .
- Independence: All Audit Committee members are independent per NYSE listing standards; Independent Directors constitute >75% of the Board .
- Attendance and engagement: FY 2024 meeting cadence—Board (8), Audit (6), Governance (3), Performance (5), Contracts (2). Each Director attended at least 75% of the aggregate meetings of the Board and assigned committees .
- Board leadership: Chair of the Board is independent (William E. B. Siart), with independent committee chairs and regular executive sessions advised by independent legal counsel .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from PAI ($) | $3,130 | $1,070 |
| Total Compensation from Fund Complex ($) | $362,000 | $375,000 |
| Pension/Retirement Benefits Accrued ($) | $0 | $0 |
| Estimated Annual Benefits Upon Retirement ($) | $0 | $0 |
| Structure | Annual retainer + meeting fees; additional fees for committee/Board chair roles; reimbursed out-of-pocket expenses |
Compensation is paid pro rata across the Franklin Templeton/Western Asset fund complex based on asset size .
Performance Compensation
| Element | Disclosure |
|---|---|
| Annual/Target Bonus | Not disclosed; Independent Directors compensated via retainer/meeting fees, not performance bonuses |
| Stock awards (RSUs/PSUs) | Not disclosed for directors in proxy; no equity award table provided |
| Option awards | Not disclosed; no option award detail provided |
| Performance metrics (TSR, revenue, ESG) | Not applicable/disclosed for director compensation |
| Clawbacks / Change-in-control / Severance | Not disclosed for directors |
Other Directorships & Interlocks
| Company/Institution | Role | Potential Interlock/Conflict Note |
|---|---|---|
| MainStay Family of Funds | Director/Trustee; Chairman | Cross-fund governance role at another major fund complex; no specific related-party transactions disclosed in PAI proxy |
| IDC/ICI | Leadership roles | Industry governance leadership; no transactional conflicts disclosed |
Expertise & Qualifications
- Investment consulting background and mutual fund board experience identified as Kerley’s qualifying skills; Board cites character, integrity, time commitment, financial expertise, and independence as selection factors .
- Governance Committee criteria emphasize degree/experience thresholds, limits on number of public boards, and regulatory fitness; Kerley meets these qualifications per Board disclosures .
Equity Ownership
| As of Date | PAI Common Stock Beneficially Owned | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|
| Dec 31, 2023 | None | Over $100,000 |
| Dec 31, 2024 | None | Over $100,000 |
| Group ownership (Directors/Officers) | Less than 1% of PAI outstanding shares (as a group) |
Governance Assessment
- Strengths:
- Long-standing independent director with deep fund governance expertise; chairs the Performance Committee overseeing investment performance, signaling active oversight engagement .
- Board governance structure emphasizes independent leadership and committee chairs; Audit Committee independence and risk oversight processes are robust .
- Attendance at least 75% with a substantive meeting cadence across committees, indicating baseline engagement .
- Considerations / Potential Investor Signals:
- Tenure since 1992 implies limited board refreshment over decades; investors often monitor tenure for independence of mind and succession planning needs .
- Ownership alignment: Kerley holds no PAI shares, though she has “Over $100,000” aggregate holdings across family of investment companies; some investors prefer directors to hold fund-specific equity to align interests. Group ownership in PAI remains <1% .
- Oversight bandwidth: Kerley oversees 49–50 portfolios in the complex, which can raise questions about time allocation across funds despite disclosed commitment criteria .
RED FLAGS
- No PAI-specific share ownership disclosed for Kerley (None as of Dec 31, 2023 and Dec 31, 2024), potentially weakening direct alignment with PAI shareholders .
- Very long tenure (since 1992) may raise board refreshment concerns (common investor governance focus areas) .