David M. Moffett
About David M. Moffett
Independent director of Tri‑Continental Corporation (TY); born 1952; director since January 2024 with current term 2024–2027. Former Chief Executive Officer of Freddie Mac during its 2008 conservatorship and consultant to its interim CEO and Board until 2009; previously Chief Financial Officer of U.S. Bank; extensive audit committee experience in public companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freddie Mac | Chief Executive Officer; consultant to interim CEO and Board | CEO in 2008; consultant through 2009 | Led through conservatorship; governance engagement at Board level |
| U.S. Bank (U.S. Bancorp) | Chief Financial Officer | Not disclosed in proxy | Senior finance leadership at large bank holding company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CSX Corporation | Director | Current (not dated) | Transportation/logistics; public company board service |
| PayPal Holdings, Inc. | Director | Current (not dated) | Payments/data processing; public company board service |
| eBay Inc. | Director | 2007–2015 | Former public company directorship |
| CIT Bank / CIT Group Inc. | Director | 2010–2016 | Former public company directorship |
| The Carlyle Group | Senior Adviser | Mar 2008–Sep 2008 | Private equity adviser role |
| Bridgewater Associates | Governance Consultant | Jan 2013–Dec 2015 | Governance consulting at investment firm |
Board Governance
- Independence: Serves on committees comprised solely of independent directors; the Audit Committee members are independent under NYSE listing standards .
- Committee assignments: Audit Committee; Contracts Committee; Investment Review Committee; oversees 172 portfolios within the Columbia Funds Complex .
- Audit Committee engagement: Signatory to the Audit Committee Report approved February 18, 2025, evidencing active participation in financial reporting oversight .
- Attendance: All incumbent directors, including Moffett, attended at least 75% of Board and committee meetings in 2024; Board met 5 times in 2024; Audit Committee met 6, Board Governance 6, Contracts 5, Investment Review 4, Compliance 4 .
- Governance structure: Independent Board Chair with added responsibilities and all committees chaired by independent directors to promote oversight independence from the Manager .
Fixed Compensation
| Component | Amount/Structure | Period | Notes |
|---|---|---|---|
| Aggregate compensation from TY | $6,381 | FY2024 | Director and committee fees from TY |
| Total compensation from TY + Columbia Funds Complex | $417,000 | FY2024 | Includes all funds overseen; may include deferred amounts |
| Closed‑End Funds annual fee | $10,000 per independent director | Effective | Paid from TY and one other closed‑end fund; based on relative assets |
| Complex retainer (non‑Closed‑End funds) | $275,000 per independent director | Effective Jan 1, 2025 | Base annual retainer; excludes chair and meeting fees |
| Committee chair retainer | +$25,000 | Effective Jan 1, 2025 | Additional for committee chairs (Moffett is listed as member, not chair) |
| Sub‑committee chair retainer | +$15,000 | Effective Jan 1, 2025 | Additional for sub‑committee chairs |
| Meeting fees | $6,000 per in‑person Board day; $3,000 per in‑person committee day; $3,000 special virtual | Effective Jan 1, 2025 | Applies to independent directors |
| Board Chair compensation | $575,000 + $10,000 (Closed‑End Funds) + $3,000 per special virtual meeting | Effective Jan 1, 2025 | For independent Board Chair (not Moffett) |
Performance Compensation
| Element | Structure | Performance Metric(s) | Notes |
|---|---|---|---|
| Deferred Compensation Plan | Elective deferral of up to 100% of cash compensation | Treated as if invested in chosen Columbia funds; payout based on fund performance | Unfunded for tax purposes; distributions in lump sum or installments |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| PayPal Holdings, Inc. | Director | TY is a closed‑end fund investing across public equities; no related‑party transactions disclosed regarding Moffett in the proxy; Audit Committee independence mitigates conflict concerns |
| CSX Corporation | Director | Same as above; general oversight includes conflict monitoring processes |
Expertise & Qualifications
- Executive leadership in systemically important financial institutions (Freddie Mac CEO; U.S. Bank CFO) and extensive audit committee service across public companies .
- Financial, governance, and risk oversight experience aligned with Audit and investment oversight responsibilities at TY .
Equity Ownership
| Holder | TY Ownership (Dollar Range) | Aggregate Columbia Funds Complex Ownership (Dollar Range) | Notes |
|---|---|---|---|
| David M. Moffett | $1–$10,000 | Over $100,000 | Aggregate includes the value of deferred compensation tracked to selected Columbia funds |
| Directors and officers (group) | <1% of TY common stock | — | Group beneficial ownership less than 1% of common; no preferred shares held by group |
Governance Assessment
- Strengths: Independent director with deep financial and audit expertise; active Audit Committee participation and signatory role; committee structure and independent chair support robust oversight; documented meeting cadence and attendance threshold achieved .
- Alignment: Modest direct TY ownership plus elective deferrals tied to fund performance provide some alignment, though director pay is predominantly cash (typical for fund boards) .
- Compensation signals: 2025 retainer increases and formalized meeting fees reflect time demands across the Columbia Funds Complex; no equity grants or performance bonuses disclosed for directors, limiting pay‑for‑performance but reducing conflicted incentives .
- Conflicts/RED FLAGS: No related‑party transactions disclosed involving Moffett in the proxy; Audit Committee independence and established conflict oversight processes reduce risk; monitor for any TY holdings in companies where Moffett is a director (e.g., PayPal, CSX) as a potential perception risk even if not a related‑party transaction .