Brian J. Gallagher
About Brian J. Gallagher
Independent Director of Columbia Seligman Premium Technology Growth Fund (STK); born 1954; director since January 2020 with current term 2023–2026. He has 40 years in financial services, including 30 years as an audit partner at Deloitte & Touche, where he was Industry Professional Practice Director for Investment Management Audit, developing audit approaches, consulting on technical issues, and engaging with standard setters and regulators . He is designated an Independent Director and served on Audit, Board Governance, Contracts, and Investment Review committees; he attended at least 75% of Board and committee meetings in 2024; the Board met 5 times in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner; Industry Professional Practice Director, Investment Management Audit | 1977–2016 | Oversaw audit approach development; consulted on technical issues; interacted with standard setters/regulators |
| Columbia Funds Complex (Board) | Independent Director | Since Jan 2020 (current term 2023–2026) | Audit; Board Governance; Contracts; Investment Review |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Catholic Schools Foundation | Trustee | 2004–2024 | Non-profit board service |
Board Governance
- Committee assignments: Audit; Board Governance; Contracts; Investment Review .
- Audit Committee: Member; report approved Feb 18, 2025. Committee chair is Sandra L. Yeager; other members include Patricia M. Flynn, Douglas A. Hacker, David M. Moffett .
- Meeting cadence (FY 2024): Board Governance Committee 6; Compliance Committee 4; Contracts Committee 5 (excluding subcommittee); Investment Review Committee 4 (excluding subcommittees); Audit Committee 6; Board met 5 times .
- Independence and attendance: Board confirms each incumbent attended at least 75% of Board and relevant committee meetings in 2024; Audit Committee members are “independent” per NYSE listing standards .
Fixed Compensation
| Item | Amount | Period/Effective Date | Source |
|---|---|---|---|
| Aggregate compensation from STK (cash from Fund) | $3,619 | FY 2024 | |
| Total compensation from Fund and Columbia Funds Complex | $441,000 | FY 2024 | |
| Annual fee from the Closed-End Funds (excluding Chair) | $10,000 | Ongoing | |
| Annual retainer for Independent Directors (complex, excl. Closed-End Funds) | $275,000 | Effective Jan 1, 2025 | |
| Committee Chair additional annual retainer | $25,000 | Effective Jan 1, 2025 | |
| Sub-committee Chair additional annual retainer | $15,000 | Effective Jan 1, 2025 | |
| Meeting fee – in-person Board | $6,000 per day | Effective Jan 1, 2025 | |
| Meeting fee – in-person committee/sub-committee | $3,000 per day | Effective Jan 1, 2025 | |
| Special virtual meeting fee | $3,000 per meeting | Effective Jan 1, 2025 |
Notes: Directors may elect to defer up to 100% of compensation under a Deferred Compensation Plan; deferred amounts are treated as if invested in one or more eligible Columbia funds; distributions may be lump sum or over years; the plan is unfunded for federal tax purposes .
Performance Compensation
| Performance-based element | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs), options, performance metrics, vesting | None disclosed for directors; compensation is cash retainers/meeting fees with optional deferred compensation elections tied to fund performance benchmarks via the Deferred Plan . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Gallagher in the proxy |
| Shared directorships with key suppliers/customers/competitors | None disclosed |
Expertise & Qualifications
- 40 years financial services experience; 30 years Deloitte audit partner in investment management; leadership in audit standards and technical consultations .
- Deep accounting and financial reporting oversight relevant to closed-end fund governance; service across Columbia Funds Complex (172 funds overseen) supports broad industry perspective .
Equity Ownership
| Holder | Dollar range owned in STK | Aggregate dollar range in Columbia Funds Complex | Notes |
|---|---|---|---|
| Brian J. Gallagher | $1–$10,000 | Over $100,000 | Aggregate includes value of deferred compensation treated as if invested in complex funds |
| Directors and officers as a group | Less than 1% of STK Common Stock | — | As of Dec 31, 2024 |
Governance Assessment
- Strengths: Independent director with extensive audit and fund industry expertise; active engagement via multiple committees including Audit; Audit Committee independence affirmed; meeting cadence indicates robust oversight and participation; auditor selection oversight with full pre-approval framework .
- Alignment: Direct STK ownership is modest ($1–$10,000), but optional deferred compensation elections link a portion of director compensation to performance of selected Columbia funds, providing some economic alignment with fund outcomes .
- Compensation structure: Predominantly fixed cash (retainers/meeting fees) with no equity or option grants; 2025 retainer levels increased at complex level, and clear differentiation for committee chair roles; no pension benefits from STK; directors may defer compensation (unfunded plan) .
- Conflicts/Red flags: No related-party transactions disclosed for Gallagher; STK auditor is PwC (Gallagher’s prior firm was Deloitte), reducing potential audit conflicts; no pledging/hedging disclosures flagged; incumbents met minimum attendance threshold .