Eileen A. Kamerick
About Eileen A. Kamerick
Independent Director (since 2013) and current Chair of the Board at the Fund; born 1958. She is CEO of The Governance Partners, LLC (since 2015); an NACD Board Leadership Fellow (since 2016) with Directorship Certification (since 2019); and an adjunct professor at Georgetown University Law Center (since 2021), University of Chicago Law School (since 2018), and University of Iowa College of Law (since 2007). Prior operating experience includes CFO roles at Press Ganey (2012–2014) and Houlihan Lokey (2010–2012). Other public company boards: Associated Banc-Corp (since 2007) and ACV Auctions Inc. (since 2021); prior director of Hochschild Mining plc (2016–2023). She serves as an Independent Director and Chair of the Board for the Fund.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Press Ganey Associates | Chief Financial Officer | 2012–2014 | Senior finance leadership, financial reporting experience |
| Houlihan Lokey | Managing Director & Chief Financial Officer; President, Houlihan Lokey Foundation | 2010–2012 | Global finance leadership and philanthropic foundation oversight |
| SCD (the Fund) | Lead Independent Director (prior structure) | As of 2023 | Led executive sessions; liaison for Independent Directors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Governance Partners, LLC | Chief Executive Officer | Since 2015 | Governance consulting; NACD Board Leadership Fellow (2016, Directorship Certification 2019) |
| Georgetown University Law Center | Adjunct Professor | Since 2021 | Corporate governance/leadership expertise |
| University of Chicago Law School | Adjunct Professor | Since 2018 | Corporate/finance law expertise |
| University of Iowa College of Law | Adjunct Professor | Since 2007 | Long-tenured academic role |
Board Governance
- Independence and leadership: Board comprised of 8 directors, 7 are Independent Directors. Kamerick is an Independent Director and serves as Chair of the Board; she develops agendas, presides over meetings, leads executive sessions of Independent Directors, and serves as liaison with management; Independent Directors are advised by independent legal counsel.
- Committee structure and independence: Audit, Nominating, Compensation, and Pricing & Valuation Committees are composed entirely of Independent Directors and are each chaired by an Independent Director.
- Attendance and engagement: In FY ended Nov 30, 2024, the Board held 4 regular and 2 special meetings; each Director attended at least 75% of aggregate Board and committee meetings for which they were eligible; the Fund has no policy on annual meeting attendance and no Director attended the 2024 Annual Meeting.
| Committee | E. A. Kamerick Role | Committee Chair | FY 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Member | Nisha Kumar (Chair; audit committee financial expert) | 5 | Approves and oversees independent auditor; compliance oversight; charter available on fund website |
| Nominating | Member | Hillary A. Sale | 7 | Candidate selection; may use search firms; considers independence and potential conflicts |
| Compensation | Member | Peter Mason | Not disclosed | Recommends Independent Director compensation; all Independent Directors serve |
| Pricing & Valuation | Member | Carol L. Colman | Not disclosed | Oversees valuation process (meeting counts disclosed for FY 2022 only) |
Independence status: Committee membership limited to Independent Directors; no non-interested Director or their immediate family had any interest in the adviser or affiliates as of Dec 31, 2024.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Aggregate Compensation from SCD ($) | $13,846 | $14,028 | $21,756 |
| Total Compensation from Fund Complex ($) | $333,778 | $457,000 | $506,000 |
| Number of Investment Company Directorships in Fund Complex | 19 | 18 | 17 |
- The Fund does not provide pension or retirement benefits to Directors.
Performance Compensation
| Disclosure Item | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Performance metrics tied to director compensation | Not disclosed in proxy compensation table section | Not disclosed in proxy compensation table section | Not disclosed in proxy compensation table section |
| Equity award details for directors (RSUs/Options) | Not disclosed in proxy compensation table section | Not disclosed in proxy compensation table section | Not disclosed in proxy compensation table section |
| Clawbacks/COC/Severance (director) | Not applicable/not disclosed | Not applicable/not disclosed | Not applicable/not disclosed |
Director compensation is presented as aggregate amounts for service on the Fund and the broader fund complex; no performance-based metrics or equity award schedules are described in these director compensation disclosures.
Other Directorships & Interlocks
| Company/Entity | Role | Tenure | Notes |
|---|---|---|---|
| Associated Banc-Corp | Director | Since 2007 | Financial services; public company board |
| ACV Auctions Inc. | Director | Since 2021 | Public company board |
| VALIC Company I | Director | Since Oct 2022 | Registered investment company |
| Hochschild Mining plc | Director | 2016–2023 | Precious metals company (prior role) |
| AIG Funds and Anchor Series Trust | Trustee | 2018–2021 | Prior fund board roles |
Expertise & Qualifications
- Business and finance expertise, including financial reporting; experience as a board member of a highly regulated financial services company (Board-cited attributes).
- NACD Board Leadership Fellow (since 2016) with Directorship Certification (since 2019); NACD 2022 Directorship 100 honoree.
- Academic governance/leadership perspective via adjunct professorships at Georgetown Law, University of Chicago Law School, and University of Iowa College of Law.
Equity Ownership
| Ownership Measure | As of Dec 31, 2022 | As of Dec 31, 2024 |
|---|---|---|
| Dollar Range of Equity Securities in SCD | C ($10,001–$50,000) | D ($50,001–$100,000) |
| Aggregate Dollar Range across Family of Investment Companies | E (Over $100,000) | E (Over $100,000) |
- As of Feb 7, 2025, directors and officers as a group owned less than 1% of outstanding common shares.
Governance Assessment
-
Strengths
- Independent Chair structure with super-majority independent board; committees fully independent and chaired by independent directors.
- Clear committee mandates; Audit Committee chaired by a designated “financial expert” (Nisha Kumar); active Nominating Committee (7 meetings in FY 2024) indicates engagement.
- Documented lack of related-party interests with adviser/affiliates for non-interested directors and immediate family as of Dec 31, 2024.
-
Watch items / potential red flags
- No directors attended the 2024 Annual Meeting; while there is no formal policy, non-attendance can be viewed as a negative engagement signal.
- Significant time commitments: service across 17 fund boards in the complex (2024) alongside external public company boards could raise overboarding concerns for some investors (though the Fund’s bylaws set qualification limits and the Nominating Committee monitors suitability).
- Director pay trends show increases in total complex compensation (from ~$334k in 2022 to ~$506k in 2024), which some investors may scrutinize absent performance linkage (no performance metrics disclosed for director pay).
-
Alignment
- Personal investment in SCD increased from the $10k–$50k range (2022) to the $50k–$100k range (2024); aggregate investment across family of funds remains over $100k.