Carol L. Colman
About Carol L. Colman
Carol L. Colman, CFA, is a long-tenured independent director of LMP Capital and Income Fund Inc. (NYSE: SCD), serving since 2003. Born in 1946, she is President of Colman Consulting Co. and is designated as a non-interested (independent) director under the 1940 Act and NYSE independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colman Consulting Co. | President | Past five years (ongoing) | Consulting and investment professional background cited in Board qualifications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Independent status: Non-interested director; all standing committees (Audit, Nominating, Compensation, Pricing & Valuation) are composed entirely of Independent Directors .
- Committee assignments: Member of Nominating, Audit, and Compensation; Chair of Pricing & Valuation Committee .
- Board leadership: Board comprised of eight directors in 2025 (seven independent), chaired by Independent Director Eileen A. Kamerick; Independent Directors meet in executive session and are advised by independent counsel . In 2024 the Board had seven directors, chaired by an interested person (Jane E. Trust) with a Lead Independent Director structure; Independent Directors met outside management .
- Attendance: FY2024—four regular and two special Board meetings; each Director attended at least 75% of Board and committee meetings; no Director attended the 2024 Annual Meeting of stockholders .
| Committee | Role | Chair | Meetings (FY2024) |
|---|---|---|---|
| Audit | Member | Nisha Kumar (audit committee financial expert) | 5 meetings |
| Nominating | Member | Hillary A. Sale | 7 meetings |
| Pricing & Valuation | Chair | Carol L. Colman | 4 meetings |
| Compensation | Member | Peter Mason | 1 meeting |
Fixed Compensation
Notes: The Fund pays cash compensation to Independent Directors; no pension or retirement benefits; the interested director receives no remuneration from the Fund .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from SCD (USD) | $12,625 | $20,269 |
| Metric | CY 2023 | CY 2024 |
|---|---|---|
| Total Compensation from Fund and Fund Complex (USD) | $332,000 | $371,000 |
Additional context: Directors held 18 investment company directorships within the complex in 2024 and 17 in 2025, reflecting governance scope across the complex .
Performance Compensation
- No equity compensation (stock awards, options) or performance-based metrics for directors are disclosed; compensation is determined by the Compensation Committee for Independent Directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Carol L. Colman |
| Private/non-profit/academic | Not disclosed |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- CFA charterholder; experience as a consultant and investment professional .
- Tenure and committee leadership in valuation oversight signal domain expertise in fund pricing/valuation controls .
Equity Ownership
| As of | Fund Ownership Dollar Range | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|
| Dec 31, 2023 | “A” = None | “E” = Over $100,000 |
| Dec 31, 2024 | “A” = None | “E” = Over $100,000 |
- Group (directors and officers) beneficially owns less than 1% of outstanding shares at the relevant record dates .
- Shares outstanding: 17,143,245 common shares at the Feb 7, 2025 record date (context for ownership percentages) .
Insider Trades
| Period | Form 3/4/5 Compliance | Notes |
|---|---|---|
| FY 2023 | All required filings met for the Fund; one late Form 3 for an officer (not Colman) due to administrative oversight | |
| FY 2024 | All required filings met; no specific Form 4 transactions for Carol L. Colman are enumerated in the proxy |
Governance Assessment
- Strengths: Independent status; long tenure since 2003; chair of the Pricing & Valuation Committee overseeing critical valuation controls; consistent committee participation; Board moves in 2025 to independent chair structure enhances oversight .
- Engagement: Attended at least 75% of eligible Board/committee meetings in FY2024; committee meeting cadence reflects active oversight (Audit 5x, Nominating 7x, Valuation 4x, Compensation 1x) .
- Compensation alignment: Cash-only director compensation with no performance-based incentives or equity awards; compensation levels increased Y/Y (Fund: $12,625 → $20,269; Complex: $332,000 → $371,000), consistent with expanded complex responsibilities (18 → 17 directorships noted across years) .
- Ownership alignment: RED FLAG—Dollar range “A” (None) indicates no direct ownership in SCD as of Dec 31, 2024, which may weaken “skin-in-the-game” alignment for investors focused on direct fund share ownership, although she holds over $100,000 across the family of investment companies .
- Conflicts/related party: No interests in the adviser or affiliates; no related-party transactions disclosed; committees comprised solely of independent directors mitigate conflict risk .
- Shareholder engagement: RED FLAG—No Director attended the 2024 Annual Meeting of stockholders, which can be viewed as a negative engagement signal, though the Fund has no formal policy on annual meeting attendance .