Carol L. Colman

About Carol L. Colman

Independent director (non-interested under the 1940 Act and NYSE rules), serving on SBI’s Board since 2007; Chair of the Pricing and Valuation Committee; member of the Audit, Compensation, and Nominating Committees; and designated as a Preferred Stock Director. Principal occupation: President, Colman Consulting Co.; previously noted as holding the CFA designation. Birth year: 1946. Education not disclosed in the proxies reviewed. Oversees 17 portfolios within the Franklin Templeton fund complex.

Past Roles

External Roles

Board Governance

• Independence: Classified as “non-interested” and independent under NYSE standards; all Board committees (Audit, Nominating, Compensation, Pricing & Valuation) are composed entirely of independent directors.
• Committee leadership/assignments and workload (FY ended 11/30/2024):
  • Pricing & Valuation Committee: Chair; 4 meetings.
  • Audit Committee: Member; 5 meetings; Audit Committee Chair is Nisha Kumar (designated audit committee financial expert).
  • Nominating Committee: Member; 7 meetings; Chair is Hillary A. Sale.
  • Compensation Committee: Member; 1 meeting; Chair is Peter Mason.
• Attendance: Each director attended at least 75% of Board and committee meetings for which they were eligible in FY 2024.
• Annual meeting attendance: The Fund has no formal policy for director attendance at annual meetings; no director attended the 2024 annual meeting.
• Board leadership: Eight directors, seven independent; Board Chair is Independent Director Eileen A. Kamerick.
• Classified board/term: Class II director; nominated for a term through the 2028 annual meeting (if elected).

Fixed Compensation

Notes:

• The amounts reflect service on SBI and committees across certain other investment companies advised by Franklin Templeton affiliates; the proxy does not disclose a granular fee schedule (e.g., annual retainer, per‑meeting, chair premiums).

Performance Compensation

• The director compensation disclosure provides cash compensation amounts and states no pension/retirement benefits; it does not disclose any stock, option, RSU/PSU, or performance-based awards for directors.

Other Directorships & Interlocks

Expertise & Qualifications

• CFA designation noted in prior proxy; experience as a consultant and investment professional.
• Valuation oversight: Chairs Pricing & Valuation Committee responsible for oversight of valuation policies and procedures in light of applicable law and guidance.
• Independent under the 1940 Act and NYSE; committees composed entirely of independent directors.

Equity Ownership

Definitions: A = None; B = $1–$10,000; C = $10,001–$50,000; D = $50,001–$100,000; E = Over $100,000. As of 2/7/2025, directors and officers as a group owned <1% of outstanding shares.

Insider Trading and Section 16 Compliance

• Based on copies of filings and written representations, the Fund believes all required Section 16 filings were made for FY ended 11/30/2024.

Governance Assessment

Strengths

• Long, continuous board service since 2007, with leadership as Chair of the Pricing & Valuation Committee—implying deep familiarity with valuation oversight in a leveraged fixed-income CEF.
• Independent director across all committees; committee structure is fully independent; Board led by an independent Chair.
• Attendance threshold met (≥75%) across Board/committee meetings in FY 2024.
• No disclosed related-party interests with the adviser or affiliates; Section 16 compliance reported as timely.

Areas to monitor / potential red flags

• Zero direct investment in SBI (dollar range “A = None”) may weaken alignment at the fund level, although she reports over $100,000 invested across the family of funds.
• No director attended the 2024 annual meeting and there is no formal policy on annual meeting attendance—can be perceived as weaker shareholder engagement.
• Heavy workload across 17 complex boards may create capacity constraints relative to deep, fund‑specific engagement.
• Compensation disclosure lacks detail on retainer/meeting/committee chair fee structure, limiting external evaluation of pay-for-service calibration.

Appendix: Committee Reference Details (FY 2024)

All citations:

• 2025 Proxy (DEF 14A):
• 2024 Proxy (DEF 14A):
• 2023 Proxy (DEF 14A):