Sandra L. Yeager
About Sandra L. Yeager
Independent Director nominee (year of birth: 1964) serving on the Board since June 2020, with over 26 years in investment management including CIO/President roles and global research leadership; current status: retired. Committee assignments: Audit (Chair), Contracts, and Investment Review, with confirmation that all independent Director incumbents attended at least 75% of Board and relevant committee meetings in 2024. The Board met 5 times in 2024; Audit Committee members are NYSE “independent.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hanoverian Capital, LLC | President & Founder; CIO of SEC-registered investment adviser specializing in international equities | 2008–2016 | Built and led the firm; senior investment decision maker |
| DuPont Capital | Managing Director; Head of International Equities | 2006–2008 | Led international equity investment function |
| Morgan Stanley Investment Management | Managing Director; Head of Global Equity Research | 2004–2006 | Led a team of ~30 professionals; global research oversight |
| AllianceBernstein | Senior Vice President; Equity Analyst → Global Portfolio Manager | 1990–2004 | Progressed from research to portfolio management for institutional and mutual fund clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NAPE Education Foundation | Director | Oct 2016–Oct 2020 | Non-profit board service |
| Jennersville YMCA | Advisory Board | Jun 2022–Jun 2023 | Community/non-profit advisory role |
Board Governance
- Committee memberships: Audit (Chair), Contracts, Investment Review; all standing committees comprise solely Independent Directors.
- Audit Committee independence: Members are “independent” under NYSE listing standards; committee charter updated March 2024.
- Audit Committee composition: Sandra L. Yeager (Chair), Brian J. Gallagher, Patricia M. Flynn, Douglas A. Hacker, David M. Moffett.
- Meeting cadence (2024): Board (5), Audit (6), Board Governance (6), Compliance (4), Contracts (5), Investment Review (4).
- Attendance: Each incumbent Director attended at least 75% of Board and relevant committee meetings held in 2024.
- Pre-approval authority: For permitted services requiring pre-approval outside regular meetings, authority is delegated to Ms. Yeager (Audit Committee Chair); de minimis non-audit services may be exempt from pre-approval.
- Independence status: Listed as Independent Director nominee; chair roles limited to independent committees.
Fixed Compensation
| Component | Amount/Structure | Period | Source |
|---|---|---|---|
| Aggregate direct remuneration paid by STK to all independent Directors | $36,193 | FY2024 | |
| Ms. Yeager – Aggregate compensation from STK | $3,619 | FY2024 | |
| Ms. Yeager – Deferred portion (Fund-level) | $1,810 | FY2024 | |
| Ms. Yeager – Total compensation from STK + Columbia Funds Complex | $448,000 | FY2024 | |
| Pension/retirement benefits (Fund expenses) | $0 | FY2024 | |
| 2025 Independent Director cash retainer (non-Chair; complex-wide) | $275,000 annual | Effective Jan 1, 2025 | |
| Committee Chair retainer (complex-wide) | +$25,000 annual | Effective Jan 1, 2025 | |
| Sub-committee Chair retainer (complex-wide) | +$15,000 annual | Effective Jan 1, 2025 | |
| Board meeting fee (in-person) | $6,000/day | Effective Jan 1, 2025 | |
| Committee/sub-committee meeting fee (in-person, separate day) | $3,000/day | Effective Jan 1, 2025 | |
| Special virtual meeting fee | $3,000/meeting | Effective Jan 1, 2025 | |
| Closed-End Funds annual fee (Fund + one other) | $10,000 | Ongoing | |
| Board Chair total cash compensation | $575,000 (+$10,000 from Closed-End Funds; +$3,000 special virtual meetings) | Effective Jan 1, 2025 |
Deferred Compensation Plan: Independent Directors may defer up to 100% of compensation; balances are notionally invested in eligible Columbia Funds and distributed per election; plan is unfunded for tax purposes.
Performance Compensation
| Element | Disclosure | Notes |
|---|---|---|
| Performance-based bonuses | Not disclosed/applicable | Independent Directors are compensated via retainers and meeting fees; no performance bonuses indicated. |
| Stock awards (RSUs/PSUs) | Not disclosed | No equity grants for Directors noted; compensation is cash-based with optional deferral. |
| Options | Not disclosed | No option awards disclosed. |
| Performance metrics tied to pay (e.g., TSR, EBITDA) | Not disclosed/applicable | No performance linkage indicated for independent Director compensation. |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public-company boards listed for Ms. Yeager in past five years. |
| NAPE Education Foundation | Non-profit | Director (2016–2020) | No STK-related transaction disclosed. |
| Jennersville YMCA | Non-profit | Advisory Board (2022–2023) | No STK-related transaction disclosed. |
Expertise & Qualifications
- Investment leadership: Founded and ran Hanoverian Capital; Head of International Equities at DuPont Capital; Head of Global Equity Research at Morgan Stanley IM; AllianceBernstein global portfolio manager—strong buy-side and research credentials.
- Team leadership: Led ~30-person global research team at Morgan Stanley IM; long-tenured progression from analyst to PM.
- Sector breadth: Extensive global equities experience relevant to technology-focused investment mandates.
- Education: Not disclosed.
Equity Ownership
| Metric | Value/Range | Date | Notes |
|---|---|---|---|
| Beneficial ownership in STK | $10,001–$50,000 | As of Dec 31, 2024 | Dollar-range only; share count not disclosed. |
| Aggregate beneficial ownership across Columbia Funds Complex | Over $100,000 | As of Dec 31, 2024 | Includes value of deferred compensation balances per plan elections. |
| Shares pledged as collateral | Not disclosed | — | No pledging disclosure for Ms. Yeager. |
| Directors & officers (group) ownership of STK | <1% of common shares outstanding | As of Dec 31, 2024 | Group-level; individual % not disclosed. |
| STK shares outstanding (for context) | 17,268,774 | Record date Apr 29, 2025 | Used to contextualize ownership ranges. |
| Deferred compensation election (Fund-level) | $1,810 deferred | FY2024 | Ms. Yeager elected to defer a portion of compensation. |
Governance Assessment
- Strengths: Independent Director with deep investment leadership experience; Audit Committee Chair with delegated pre-approval authority, signaling high engagement in audit quality and independence oversight; attendance threshold met; committee structure entirely independent.
- Compensation alignment: Cash-based retainers and meeting fees with optional deferral into Columbia Funds create modest alignment via exposure to fund performance; beneficial ownership in STK within $10,001–$50,000 range and aggregate complex exposure >$100,000.
- Potential risk indicators: Audit Committee permits de minimis exceptions to pre-approval of non-audit services (standard practice, but worth monitoring); significant audit-related services to affiliates ($590,000 in 2023 and 2024) are pre-approved—oversight depends on committee rigor.
- Conflicts/related-party exposure: No related-party transactions, loans, or pledging disclosed for Ms. Yeager; committee roles are within independent committees; no public-company interlocks identified.
RED FLAGS: None explicitly disclosed for Ms. Yeager (no pledging, related-party transactions, legal proceedings, or attendance issues). Monitor continuing pre-approval processes for non-audit/affiliate services to ensure auditor independence remains robust.