Betty Whelchel
About Betty A. Whelchel
Betty A. Whelchel (born 1956) is an Independent Director of Brookfield Real Assets Income Fund Inc. (RA), serving since January 1, 2024, and sits on the Audit Committee and Governance Committee; she is also part of the Fund’s Qualified Legal Compliance Committee (QLCC) . The Board has determined she is independent under NYSE listing standards; her professional background spans senior legal and regulatory roles at BNP Paribas (U.S. Head of Public Policy and Regulatory Affairs; U.S. General Counsel), Deutsche Asset Management (Global General Counsel), and Deutsche Bank AG (U.S. Deputy General Counsel), plus U.S. Treasury and Shearman & Sterling (New York and Tokyo) experience, with industry recognitions including Legal 500 Individual of the Year (Financial Services, 2015) and the Burton “Legend in the Law” Award (2013) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BNP Paribas | U.S. Head of Public Policy & Regulatory Affairs; U.S. General Counsel | Not disclosed | Senior leadership in regulatory policy and legal oversight |
| Deutsche Asset Management | Global General Counsel | Not disclosed | Led global legal function |
| Deutsche Bank AG | U.S. Deputy General Counsel | Not disclosed | Senior U.S. legal leadership |
| U.S. Department of the Treasury (General Counsel’s Office) | Attorney | Not disclosed | Government legal/policy grounding |
| Shearman & Sterling (NY & Tokyo) | Lawyer (bank finance, M&A, JVs) | Not disclosed | Cross-border finance and transactional expertise |
External Roles
| Organization | Role/Capacity | Tenure | Notes |
|---|---|---|---|
| Committee on Capital Markets Regulation | Industry initiative participant | Not disclosed | Policy and governance engagement |
| Institute of International Bankers | Executive Committee of the Board of Trustees | Not disclosed | Leadership in international banking policy forums |
| Association of the Bar of the City of New York | Special Task Force on the Lawyer’s Role in Corporate Governance | Not disclosed | Corporate governance standards involvement |
| Awards/Recognition | Legal 500 Individual of the Year (Financial Services) | 2015 | Industry recognition |
| Awards/Recognition | Burton “Legend in the Law” Award | 2013 | Governance/legal excellence |
Board Governance
- Independence and structure: The Board is majority independent (6 of 7, including the Chair); Whelchel is classified as independent under NYSE rules .
- Committee assignments: Whelchel serves on the Audit Committee, Governance Committee, and QLCC; Audit and Governance are fully independent .
- Committee activity (FY 2024): Audit Committee met 4 times; Governance Committee met 3 times; QLCC did not meet .
- Audit financial experts: The Board designated Wright, McFarland, Kuczmarski, and Goldman as “audit committee financial experts”; Whelchel is not designated as a financial expert .
- Attendance: Each Director attended at least 75% of Board and applicable committee meetings in FY 2024 .
- Leadership and executive sessions: The independent Chair presides at executive sessions of the Board .
- Oversight and self-assessment: The Board conducts annual self-assessments and oversees risk via management, CCO, and auditor reports .
Fixed Compensation
| Item | Amount/Terms | Effective | Notes |
|---|---|---|---|
| Independent Director retainer (Fund Complex) | $250,000 | FY 2024 | Paid to each Independent Director (Fund Complex) |
| Independent Director retainer (Fund Complex) | $260,000 | Effective Jan 1, 2025 | 4% increase vs. 2024 |
| Additional Chair retainer (Independent Board Chair) | $55,000 | Ongoing | Not applicable to Whelchel (not Chair) |
| Additional Chair retainer (Audit Chair) | $50,000 | Ongoing | Not applicable to Whelchel |
| Additional Chair retainer (Governance Chair) | $15,000 | Ongoing | Not applicable to Whelchel |
| FY 2024 compensation (from the Fund) – Whelchel | $51,279 | FY 2024 | Portion allocated from RA |
| FY 2024 total compensation (Fund Complex) – Whelchel | $250,000 | FY 2024 | Complex-wide compensation |
| Pension/retirement plan | None | N/A | No pension or retirement plan |
| Expense reimbursement | Yes | Ongoing | Meeting-related expenses reimbursed |
| Director education policy | Encouraged; reimbursed | Ongoing | At least two in-person programs; unlimited virtual learning fees reimbursed |
Structure observation: The proxy describes cash retainers and does not describe equity or option grants for Independent Directors .
Performance Compensation
| Component | Status/Mechanics | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed for independent directors | No equity/option awards described in director compensation section |
| Bonus/variable pay | Not disclosed for independent directors | Compensation framed as retainers |
| Performance metrics (TSR, revenue, ESG) | Not applicable | No performance metrics tied to director pay disclosed |
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles | Status |
|---|---|---|---|
| Brookfield/Oaktree Fund Complex (10 portfolios) | Director/Trustee | Audit; Governance; QLCC | Current; complex oversight count = 10 |
| Other public company boards | None disclosed | — | Not disclosed in proxy |
No related-party transactions or family relationships involving directors are disclosed; no legal or regulatory sanctions are reported for directors or affiliates in the proxy section provided .
Expertise & Qualifications
- Financial services law and regulation; public policy; international finance; corporate governance initiatives (e.g., Committee on Capital Markets Regulation; IIB Executive Committee; NYC Bar governance task force) .
- Cross-border transactional expertise (bank finance, M&A, joint ventures) from Shearman & Sterling (New York and Tokyo) .
- Senior legal leadership at BNP Paribas, Deutsche Asset Management, and Deutsche Bank AG; multiple industry awards recognizing governance/legal excellence .
- Current service on Audit and Governance committees at RA, supporting oversight of financial reporting and board composition/independence .
Equity Ownership
| Holder | RA Dollar Range (12/31/2024) | Fund Complex Dollar Range (12/31/2024) | Notes |
|---|---|---|---|
| Betty A. Whelchel | A (None) | A (None) | As disclosed in proxy ownership table |
| Directors and officers as a group | < 1% of outstanding shares | — | Aggregate beneficial ownership <1% |
Insider Trades (Section 16)
| Date | Form | Transaction Type | Shares | Price | Notes |
|---|---|---|---|---|---|
| — | — | — | — | — | Proxy states all Section 16(a) filing requirements were complied with in FY 2024; specific transactions not disclosed in proxy |
Risk Alignment Observations
- RED FLAG: No reported RA or Fund Complex share ownership by Whelchel as of 12/31/2024 (Dollar Range “A: None”), reducing visible “skin in the game” alignment; the Board as a group owns <1% .
- No disclosure of hedging or pledging by Whelchel; no pledging information appears for directors in the proxy section provided .
Governance Assessment
Strengths
- Independence confirmed; multi-committee service (Audit, Governance, QLCC) enhances oversight bandwidth .
- Board framework: majority independent board, independent Chair, formal charters, annual self-assessment, and designated audit financial experts on the committee (though Whelchel herself is not designated) .
- Attendance threshold met: each director attended at least 75% of Board and committee meetings in FY 2024 .
- No disclosed related-party transactions or legal sanctions involving directors; independent counsel engaged for Independent Directors .
Watch Items / Potential Concerns
- RED FLAG: Zero reported ownership (Dollar Range “A”) by Whelchel and low overall director ownership may weaken pay-performance alignment and investor confidence in board “skin-in-the-game” .
- Director compensation is cash-only (no equity-based retainer structure), which provides limited direct alignment with shareholder returns; 2025 retainer increase to $260,000 continues compensation inflation trend for fund-complex boards .
- Not designated as an “audit committee financial expert,” though she serves on the Audit Committee; reliance on other designated experts is appropriate but remains a consideration for committee balance .
Notes on Board Activity
- Audit Committee met 4x; Governance Committee 3x; QLCC 0x in FY 2024; audit oversight included the committee’s 2/19/2025 recommendation to include audited financials in the Annual Report after discussions with Deloitte on independence and audit matters .