Karen Caldwell
About Karen Caldwell
Karen Caldwell (born 1959) is an Independent Trustee of Saba Capital Income & Opportunities Fund II, serving since February 2023; she also serves on the board of Saba Capital Income & Opportunities Fund (since February 2020) and chairs the Audit Committees for both funds . She is designated as the Audit Committee Financial Expert and is a member of the Fund’s Nominating Committee . Caldwell holds a B.S. in Accounting from Florida A&M University and an MBA in Finance & Marketing from Northwestern University’s Kellogg School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tides Network (non-profit) | Chief Financial Officer | 2024–present | Finance leadership, social justice mission |
| Reform Alliance (non-profit) | Chief Financial Officer | 2019–2024 | Finance leadership, probation reform focus |
| Finite Solar Finance Fund | Trustee | 2021–2023 | Board oversight |
| NHP Foundation (non-profit) | CFO & Treasurer | 2018–2019 | Affordable housing finance |
| NYC Housing Authority | CFO & EVP | 2016–2018 | Public-sector finance operations |
| Hanseatic Management Services, Inc. | President | 2015–2016 | Asset management leadership |
| Amundi Investments, LLC | Managing Director, Alternative Investments | 2008–2014 | Alternatives oversight |
| ABN AMRO/LaSalle Bank Treasury | Group SVP & Co‑Head of Rates & Portfolio Management | 1994–2008 | Fixed income leadership |
| JPMorgan Chase | VP, FX Trading & Sales | 1982–1994 | Markets/trading |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois Finance Authority | Member (appointed by Governor) | 2023–present | Public finance oversight |
| Chicago Housing Authority | Director; Audit Committee member | 2014–2015 | Audit committee service |
| Saba Capital Income & Opportunities Fund | Independent Trustee; Audit Committee Chair | 2020–present | Audit leadership |
Board Governance
- Board structure: 7 Trustees; 6 Independent. The Interested Trustee (Andrew Kellerman, a partner at Saba Capital) serves as Board Chair; Frederic Gabriel is Lead Independent Trustee .
- Committees: Audit Committee (Caldwell, Chair; members Hammitt, Desai); held 4 meetings in FY ended Oct 31, 2024; Caldwell designated Audit Committee Financial Expert. Nominating Committee (Caldwell, Desai, Gabriel; chaired by Desai) met once in FY ended Oct 31, 2024 .
- Attendance: In FY ended Oct 31, 2024, no Trustee attended fewer than 75% of combined Board/committee meetings; the Fund has no formal policy for Annual Meeting attendance and no Trustees attended the June 20, 2024 annual meeting .
- Independence: Caldwell is not an “interested person” under the 1940 Act (Independent Trustee) .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual retainer (Independent Trustee) | $15,000 | Paid quarterly; reasonable expenses reimbursed |
| Audit Committee Chair fee (Caldwell) | $7,500 | Additional annual fee |
| Aggregate cash paid by Fund (FY ended Oct 31, 2024) | $22,500 | Fund-level compensation |
| Aggregate cash paid by Fund Complex (FY ended Oct 31, 2024) | $45,000 | Includes both Saba funds |
Performance Compensation
| Metric/Feature | Disclosed Details |
|---|---|
| Equity awards (RSUs/PSUs/options) | Not disclosed; proxy describes only cash retainers and chair fees |
| Performance bonus/metrics (e.g., revenue growth, EBITDA, TSR, ESG) | Not disclosed for Trustees; no standing compensation committee; Independent Trustees collectively consider compensation |
| Meeting fees | Board may designate other meetings as subject to compensation; specifics not itemized |
| Clawbacks/COC/severance/vesting schedules | Not disclosed for Trustees in proxy |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Note |
|---|---|---|---|
| Saba Capital Income & Opportunities Fund | Registered fund | Independent Trustee; Audit Chair | Same fund complex; governance synergy, not an Adviser role |
| Finite Solar Finance Fund | Registered fund | Trustee (2021–2023) | Prior role; no current interlock |
| Illinois Finance Authority | Public finance authority | Member (since 2023) | Government body; not a commercial counterparty |
No disclosure of related-party transactions involving Caldwell; proxy states none of the Independent Trustees or their immediate family members owned shares of the Adviser, principal underwriter, or entities controlling/controlled by the Adviser as of the Record Date .
Expertise & Qualifications
- Audit leadership: Audit Committee Chair; designated Audit Committee Financial Expert under Sarbanes‑Oxley .
- Deep finance/markets background across banks, alternative investments, and public-sector finance; senior roles at ABN AMRO/LaSalle, Amundi, NYC Housing Authority .
- Advanced education: B.S. Accounting (Florida A&M), MBA Finance & Marketing (Kellogg) .
Equity Ownership
| Holder | Fund | Dollar Range of Equity Securities | Complex Dollar Range |
|---|---|---|---|
| Karen Caldwell | Saba Capital Income & Opportunities Fund II | None ($0) | $0 across Fund family |
| Shares Outstanding (Fund) | Ownership % (Caldwell) |
|---|---|
| 28,255,264 | 0% (based on $0 holdings) |
Section 16(a)/30(h) compliance: Fund states Reporting Persons complied with all applicable beneficial ownership filing requirements in FY ended Oct 31, 2024 .
Governance Assessment
-
Strengths:
- Independent audit leadership: Caldwell chairs Audit Committee and is designated Financial Expert; AC met 4 times in FY2024, indicating active oversight .
- Robust independence posture: Caldwell is an Independent Trustee; Nominating Committee explicitly assesses independence beyond 1940 Act requirements .
- Compliance culture: Codes of Ethics restrict short‑term trading and require pre‑clearance/regular reporting; Section 16 compliance reported .
-
Concerns/RED FLAGS:
- Ownership alignment: Caldwell reported no holdings in the Fund (None/$0), implying 0% ownership—potential alignment gap for investors who prefer directors to hold shares .
- Annual meeting engagement: No Trustees attended the 2024 Annual Meeting; combined with absence of a formal attendance policy, may signal limited shareholder‑facing engagement .
- Board chair is an Adviser affiliate: The Interested Trustee (a Saba Capital partner) serves as Chair; while a Lead Independent Trustee is in place, this structure can raise perceived conflict risk in an Adviser‑managed fund .
- No standing compensation committee: Compensation is set collectively by Independent Trustees; while practical for a small board, absence of a formal comp committee may be viewed as a governance limitation by some investors .
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Net view: Caldwell’s audit expertise and independence enhance board effectiveness, but zero ownership and the Adviser‑affiliated chair structure present alignment and perception risks that investors should monitor .