Catherine James Paglia
About Catherine James Paglia
Independent director of Tri-Continental Corporation (TY). Year of birth: 1952; director since November 2008 with current term running 2023–2026 . Background spans real estate/asset management and investment banking; roles include Director at Enterprise Asset Management since 1998, Managing Director at Interlaken Capital (1989–1997), Morgan Stanley leadership roles (1982–1989), and Dean Witter (1976–1982); she also served as CFO of two public companies . Committee assignments: Board Governance, Compliance, Contracts, and Investment Review; she is designated as an Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enterprise Asset Management, Inc. | Director | Since Sep 1998 | Private real estate/asset management oversight |
| Interlaken Capital, Inc. | Managing Director & Partner | 1989–1997 | Private investment leadership |
| Morgan Stanley | Vice President (1982–1985), Principal (1985–1987), Managing Director (1987–1989) | 1982–1989 | Investment banking leadership |
| Dean Witter Reynolds, Inc. | VP Investment Banking (1980–1982); Associate Investment Banking (1976–1980) | 1976–1982 | Corporate finance execution |
| Public companies (two) | Chief Financial Officer | Not disclosed | Served as CFO of two public companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valmont Industries, Inc. | Director (public company) | Since 2012 | Not disclosed |
| Carleton College | Trustee | Since 1987 | Investment Committee |
| Carnegie Endowment for International Peace | Trustee | Since 2009 | Investment Committee |
Board Governance
- Independence: Listed as an Independent Director; all standing committees are comprised solely of Independent Directors .
- Committee memberships: Board Governance, Compliance, Contracts, Investment Review; no chair roles disclosed for Ms. Paglia .
- Attendance: Corporation confirms each incumbent director attended at least 75% of Board and relevant committee meetings during 2024; Board met 5 times in 2024 .
- Committee engagement (meeting counts in 2024):
- Board Governance Committee: 6 meetings
- Compliance Committee: 4 meetings
- Contracts Committee: 5 meetings (plus subcommittee meetings not counted)
- Investment Review Committee: 4 meetings (plus subcommittee meetings not counted)
- Audit Committee (she is not a member): 6 meetings
- Board leadership: The Board is chaired by an Independent Director (Pamela G. Carlton); independent chairs lead each committee to promote independence from the Manager .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Aggregate compensation from TY (2024) | $6,381 | Includes attendance/retainer/committee fees; no pension/retirement benefits |
| Total compensation from TY and Columbia Funds Complex (2024) | $426,000 | Includes any deferred amounts elected under Deferred Compensation Plan |
| Annual fee from TY and one other closed-end fund (Independent Directors) | $10,000 | Applies to independent directors (incl. Ms. Paglia) |
| Retainer from funds in Columbia Funds Complex (effective Jan 1, 2025) | $275,000 | Independent directors (other than Board Chair) |
| Committee Chair additional retainer (2025) | $25,000 | If chair; Ms. Paglia not disclosed as chair |
| Subcommittee Chair additional retainer (2025) | $15,000 | If chair; Ms. Paglia not disclosed as chair |
| Meeting fees (Board, in-person) | $6,000 per day | Applies to independent directors |
| Meeting fees (committee/subcommittee, in-person separate day) | $3,000 per day | Applies when not same day as Board |
| Special virtual meeting fee | $3,000 per meeting | Applies to independent directors |
No compensation is paid by TY or other funds to directors who are employees of the Manager or its affiliates (other than a portion of the CCO); Ms. Paglia is independent .
Performance Compensation
| Performance-Linked Element | Status | Details |
|---|---|---|
| Annual/Target bonus | Not disclosed/Not applicable | Independent directors are paid retainers and meeting fees; no bonus structure disclosed |
| Stock awards (RSUs/PSUs) | Not disclosed/Not applicable | No equity award program disclosed for directors |
| Option awards | Not disclosed/Not applicable | No option awards disclosed for directors |
| Performance metrics tied to pay (e.g., TSR, EBITDA) | Not disclosed/Not applicable | Director compensation not performance-based; structure is cash retainers/fees |
| Deferred Compensation Plan | Available | Directors may defer up to 100% of cash compensation into eligible Columbia funds; distributions in lump sum or over years; plan is unfunded for tax purposes |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Valmont Industries, Inc. | Public company | Director since 2012 | No interlocks with TY’s Manager disclosed |
| Carleton College | Non-profit | Trustee; Investment Committee | Not a commercial interlock |
| Carnegie Endowment for International Peace | Non-profit | Trustee; Investment Committee | Not a commercial interlock |
The DEF 14A emphasizes oversight of conflicts by the Board/committees but does not disclose any related-party transactions involving Ms. Paglia .
Expertise & Qualifications
- Finance/investment banking leadership (Morgan Stanley; Dean Witter), private investment management (Interlaken Capital), real estate/asset management board role (Enterprise Asset Management) .
- Public company CFO experience (two companies); public company board experience (Valmont) .
- Long-standing fiduciary service on investment committees (Carleton College; Carnegie Endowment) .
Equity Ownership
| Holder | TY Equity Dollar Range | Funds Complex Aggregate Dollar Range | Notes |
|---|---|---|---|
| Catherine James Paglia | $1–$10,000 | Over $100,000 (includes deferred compensation value) | As of Dec 31, 2024 |
- Directors and officers of TY as a group owned less than 1% of TY common stock and 0% of preferred stock as of Dec 31, 2024 .
Governance Assessment
- Committee coverage and independence: Ms. Paglia serves on four key committees (Governance, Compliance, Contracts, Investment Review), all independent-only, reinforcing oversight of conflicts, contracts, and investment risk—positive for board effectiveness .
- Engagement: Board met 5x in 2024; committee cadence was regular; attendance met at least the 75% threshold across board/assigned committees—adequate engagement signal .
- Compensation alignment: Compensation is cash-retainer/meeting-fee based with optional deferral into fund products; absence of performance-based equity or metrics implies limited pay-for-performance linkage typical of fund boards; deferral elections can modestly align incentives with shareholder outcomes via fund performance tracking .
- Ownership: Direct TY holdings are modest ($1–$10,000), with larger economic exposure across the Columbia Funds Complex (over $100,000 including deferred comp). Group ownership under 1% underscores low direct ownership concentration—neutral-to-weak alignment signal within closed-end fund governance norms .
- Red flags and conflicts: No chair roles; no related-party transactions disclosed involving Ms. Paglia; cross-directorship at Valmont Industries is unrelated to TY’s adviser; Board/committee design explicitly addresses conflict oversight—no specific governance red flags disclosed for Ms. Paglia in the 2025 proxy .