Jane E. Trust

About Jane E. Trust

Jane E. Trust, CFA (born 1962), serves as an “interested” Director, President and Chief Executive Officer of SCD, with service since 2015. She is Senior Vice President, Fund Board Management at Franklin Templeton (since 2020) and President and CEO of Franklin Templeton Fund Adviser (FTFA) since 2015. In 2025 the proxy lists her titles as Director, President and CEO (the Chair title no longer appears, whereas the 2024 proxy listed her as Chairman, President and CEO), which has implications for board independence and leadership structure. She also serves as trustee/director across a large mutual fund complex (114 funds at FTFA as of 2025), and is a Trustee of the Putnam Family of Funds (105 portfolios) .

• Biography highlights (principal occupations): Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); President and CEO of FTFA (since 2015); formerly Senior Managing Director (2018–2020) and Managing Director (2016–2018), Legg Mason & Co.; Senior Vice President, FTFA/LMPFA (2015) .
• Fund complex oversight: Officer and/or Trustee/Director of 114 FTFA-associated funds (2025) vs. 123 (2024) .

Note: Proxies for this closed-end fund do not disclose corporate operating performance metrics (e.g., revenue, EBITDA) nor a “pay versus performance” table for Ms. Trust. As a 1940 Act investment company, SCD’s proxy focuses on board governance and director compensation; Ms. Trust’s compensation is paid by FTFA/affiliates, not by the Fund .

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Past Roles

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External Roles

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Fixed Compensation

• The Fund pays no remuneration to Ms. Trust in her capacity as an “interested” director/officer. Compensation for her services is paid by FTFA or affiliates, not by SCD .
• Director pay disclosed in the proxy applies to independent directors only; Ms. Trust is excluded from those payments as an “interested person” under the 1940 Act .

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Performance Compensation

• Not disclosed by the Fund. The proxy does not provide salary, bonus, equity, or incentive metric details for Ms. Trust, as SCD does not compensate her; such information would reside with FTFA/affiliates and is not included in SCD’s proxy .

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Equity Ownership & Alignment

• Pledging/hedging: No director-specific pledging or hedging disclosures found for Ms. Trust in the proxy; only general references to Maryland Control Share Acquisition Act carve-outs for shares acquired under satisfaction of a pledge (not a director pledging policy) .

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Employment Terms

• Employment agreement, severance, and change-in-control terms are not disclosed by the Fund for Ms. Trust. As her compensation and employment are through FTFA/affiliates, severance/change-of-control economics and clawbacks (if any) are not in SCD’s proxy .
• Non-compete/non-solicit, garden leave, and post-termination consulting arrangements for Ms. Trust are not disclosed by the Fund .

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Board Governance

• Board service and tenure: Ms. Trust has served since 2015; in 2024 she was listed as Chairman, President & CEO; in 2025 she is listed as Director, President & CEO (Chair title removed) .
• Independence and “interested person” status: Ms. Trust is an “interested person” under the 1940 Act due to her officer roles with FTFA and affiliates .
• Committee structure and independence: Audit, Nominating, Compensation, and Pricing & Valuation Committees consist entirely of Independent Directors; each is chaired by an Independent Director .
• Lead Independent Director: Historically, the Board maintained a Lead Independent Director structure (e.g., Hutchinson; later Kamerick) to mitigate combined Chair/CEO structure and enhance independent oversight .
• Meeting cadence and attendance: For FY 2023, the Board held four regular and two special meetings; each Director attended at least 75% of eligible meetings .

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Director Compensation

• Independent Director compensation (fund only) is disclosed; Ms. Trust receives none as an “interested” director. For FY 2024, SCD reported aggregate fund compensation for independent directors (e.g., Kamerick $21,756; Kumar $20,906, etc.). The proxy reiterates “no remuneration was paid … by the Fund to Ms. Trust” .
• FY 2023 examples: Fund compensation ranged roughly $11.8k–$14.0k for independent directors; again, no remuneration to Ms. Trust .

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Risk Indicators & Red Flags

• Historical dual role (Chairman + CEO): Ms. Trust previously served as both Chairman and CEO (interested Director), creating potential independence concerns; mitigated by the Lead Independent Director and fully independent committees .
• 2025 title change: The 2025 proxy no longer lists “Chairman,” showing “Director, President and Chief Executive Officer,” indicating improved separation of roles at the Board leadership level .
• Low direct SCD ownership: Ms. Trust reports “A = None” dollar range in SCD shares consistently, reducing alignment via direct ownership but also limiting insider selling pressure; aggregate family-of-funds ownership “E” suggests broader firm-level alignment rather than SCD-specific .

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Compensation Structure Analysis

• Fund-level pay-for-performance: Not applicable—SCD does not compensate Ms. Trust. No targets, metrics (e.g., TSR, revenue/EBITDA), or equity awards are disclosed by SCD for Ms. Trust .
• No say-on-pay: The proxy includes no say-on-pay vote history or shareholder feedback on executive pay for Ms. Trust .

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Equity Ownership & Alignment (detail)

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Employment Terms

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Investment Implications

• Alignment and trading signals: Ms. Trust’s reported SCD ownership is “None,” implying low potential for insider selling pressure in SCD shares, but also low SCD-specific alignment; her larger aggregate holdings across the fund family suggest broader firm-level exposure rather than security-specific alignment .
• Governance trajectory: The Board historically used a Lead Independent Director and fully independent committees to mitigate Chair/CEO concentration. The 2025 removal of “Chairman” from Ms. Trust’s titles further strengthens governance optics and independence .
• Compensation risk: Because SCD does not compensate Ms. Trust, pay-for-performance levers, vesting schedules, and change-in-control economics are not drivers at the Fund level—investors should focus governance analysis on Board structure, committee independence, and oversight effectiveness rather than executive pay design. Absence of say-on-pay or detailed incentive disclosures reduces visibility into adviser-level incentives .
• Tenure and experience: Long-serving executive within FT/Legg Mason with extensive fund governance experience may reduce execution risk from a fund operations perspective; however, as an “interested person,” independence considerations persist and should continue to be monitored via Lead Independent Director effectiveness and committee leadership .

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