Brian J. Gallagher
About Brian J. Gallagher
Independent director of Tri-Continental Corporation (TY); Director since January 2020, serving in the 2023–2026 class; year of birth 1954. Career audit partner at Deloitte & Touche LLP (1977–2016), including leadership as Industry Professional Practice Director for the Investment Management Audit Practice, providing deep accounting, auditing, and regulatory expertise relevant to TY’s oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP (and predecessors) | Partner; Industry Professional Practice Director, Investment Management Audit Practice | 1977–2016 | Led development of audit approach for investment management clients; consulted on technical issues; engaged with standards-setters and regulators |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Catholic Schools Foundation | Trustee | 2004–2024 | Non-profit board service; no public company directorships disclosed for the past five years |
Board Governance
- Independence: Listed among Independent Directors; not affiliated with the Manager .
- Board structure: Independent Chair (Pamela G. Carlton); all standing committees comprised solely of Independent Directors .
- Committee memberships (Gallagher): Audit; Board Governance; Contracts; Investment Review .
- Audit Committee engagement: Signatory to the 2024 and 2025 Audit Committee Reports .
- Attendance: Each incumbent director attended at least 75% of Board and committee meetings in 2024 .
- Meetings: Board met 5 times in 2024; committee meeting counts shown below .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 6 |
| Board Governance | Member | 6 |
| Contracts | Member | 5 |
| Investment Review | Member | 4 |
| Board of Directors (full Board) | Director | 5 |
Fixed Compensation
Director compensation is set at the fund complex level with a small allocation from TY; directors may defer cash fees into a Deferred Compensation Plan linked to Columbia Funds performance .
| Item | 2023 (policy in effect) | 2024 (effective Jan 1, 2024) | 2025 (effective Jan 1, 2025) |
|---|---|---|---|
| TY + one other closed-end fund annual fee (per independent director) | $10,000 | $10,000 | $10,000 |
| Annual retainer (complex; excludes closed-end allocation) | $300,000 | $275,000 | $275,000 |
| Committee Chair retainer | $30,000 | $25,000 | $25,000 |
| Sub-committee Chair retainer | $15,000 | $15,000 | $15,000 |
| In-person Board meeting fee | $6,000/day | $6,000/day | $6,000/day |
| In-person committee meeting fee (if not same day as Board) | $3,000/day | $3,000/day | $3,000/day |
| Special virtual meeting fee | Not paid for special telephone meetings | $3,000 per special virtual meeting (added) | $3,000 per special virtual meeting |
| Board Chair total annual cash | $550,000 (plus $10,000 closed-end funds) | $550,000 (plus $10,000 closed-end funds) | $575,000 (plus $10,000 closed-end funds) |
Individual compensation paid:
| Metric | 2020 | 2023 | 2024 |
|---|---|---|---|
| Aggregate Compensation From TY | $6,593 | $6,447 | $6,381 |
| Total Compensation From TY and Columbia Funds Complex | $395,000 | $499,000 | $441,000 |
Notes:
- Deferred amounts are included in the figures where elected; directors can defer up to 100% of cash compensation .
- The retainer reduction from $300k to $275k in 2024 indicates cost discipline across the complex .
Performance Compensation
| Performance Metric | Status |
|---|---|
| Performance-based metrics tied to director compensation (e.g., revenue/EBITDA/TSR/ESG) | None disclosed; compensation is cash retainers/meeting fees (with optional deferral), no equity awards reported for directors |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Considerations |
|---|---|---|---|
| None disclosed (public company) | — | — | No public company interlocks disclosed for Gallagher in past five years |
Expertise & Qualifications
- 40 years in financial services; 30 years as Deloitte audit partner focused on investment management; interacted with standard-setters and regulators—well-aligned with Audit Committee oversight .
- Serves across 172 portfolios in the Columbia Funds Complex, reflecting broad fund governance exposure .
Equity Ownership
| As-Of Date | Dollar Range of Equity Securities Owned in TY | Aggregate Dollar Range in Columbia Funds Complex | Notes |
|---|---|---|---|
| 12/31/2023 | $1–$10,000 | Over $100,000 (includes deferred comp value) | Directors/officers as a group owned <1% of TY common stock; no preferred stock holdings |
| 12/31/2024 | $10,001–$50,000 | Over $100,000 (includes deferred comp value) | Directors/officers as a group owned <1% of TY common stock; no preferred stock holdings |
No pledging or hedging disclosures specific to Gallagher were indicated; beneficial ownership is presented in dollar ranges and includes deferred compensation where applicable .
Insider Trades
| Filing Date | Transaction Date | Form | Transaction Type | Securities Owned After | Source |
|---|---|---|---|---|---|
| 2020-01-06 | 2020-01-01 | 3 (Initial Statement) | — | 207.625 shares |
Note: No subsequent Form 4 transactions were retrieved for 2020–2025 in the insider-trades query; absence of records is not a guarantee of no activity .
Governance Assessment
-
Strengths
- Independence and multi-committee service including Audit (signed 2024 and 2025 Audit Committee Reports), supporting robust financial oversight .
- Professional audit background directly relevant to investment company financial reporting and controls .
- Attendance: at least 75% of Board/committee meetings in 2024; Board met five times, with active committee cadence (Audit 6; Board Governance 6; Contracts 5; Investment Review 4) .
- Compensation structure shifted lower in 2024 (retainer decreased to $275k from $300k), signaling cost moderation across the complex; Gallagher’s complex compensation decreased in 2024 vs 2023 .
- Ownership alignment improved year-over-year (moved from $1–$10k to $10,001–$50k in TY by 12/31/2024) .
-
Watch items / potential risks
- Workload: oversees 172 funds across the Columbia Funds Complex—strong experience but implies significant time commitment; monitor for overboarding/time constraints .
- Pay structure is entirely cash-based with deferral option; no performance-based equity; typical for fund boards but provides limited explicit pay-for-performance linkage .
- No explicit designation as “audit committee financial expert” disclosed in recent proxies; expertise evident from background, but designation is not stated in the documents reviewed .
-
Other signals
- Committees composed solely of Independent Directors; Independent Chair enhances board effectiveness and independence from the Manager .
- No related-party transactions or pledging by Gallagher disclosed; Section 16(a) late filings in recent years pertained to other individuals (e.g., Ms. Carrig), not Gallagher .
Director Compensation (Detail)
| Component | Description |
|---|---|
| Cash retainers and meeting fees | Annual closed-end funds fee ($10,000); complex-wide retainer ($275,000 in 2024–2025; $300,000 in 2023); committee chair fees; special virtual meeting fees ($3,000) |
| Deferral program | Up to 100% of compensation may be deferred; credited as if invested in selected Columbia Funds; distributions in lump sum or installments |
| Equity/Options | None disclosed for directors (no RSUs/PSUs/options) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Gallagher |
| Non-profit/academic boards | Catholic Schools Foundation (Trustee, 2004–2024) |
| Interlocks/conflicts | None disclosed; independent status maintained |
Summary of Independence, Tenure, and Service
| Attribute | Status |
|---|---|
| Independence | Independent Director |
| Director since | January 2020 (current term 2023–2026) |
| Committees | Audit; Board Governance; Contracts; Investment Review |
| Audit Committee Reports | Signatory (2024; 2025) |
| Attendance | ≥75% of Board/committee meetings in 2024 |
RED FLAGS: None specific to Gallagher disclosed in recent proxies. No related-party transactions, pledging, or late Section 16(a) filings reported for Gallagher. Key watch item is the breadth of responsibilities across 172 funds, which warrants ongoing monitoring for potential time-commitment constraints .