Janet Langford Carrig
About Janet Langford Carrig
Janet Langford Carrig (born 1957) is an Independent Director of Tri-Continental Corporation (TY), serving since January 2023, and is nominated to continue through the 2025–2028 term. She was formerly Senior Vice President, General Counsel and Corporate Secretary at ConocoPhillips (2007–2018), bringing deep corporate legal and governance experience to TY’s board. She oversees 172 funds in the Columbia Funds Complex and is assigned to the Board Governance, Contracts, and Investment Review Committees. Attendance met the TY standard (each incumbent attended ≥75% of board and committee meetings in 2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConocoPhillips | Senior Vice President, General Counsel and Corporate Secretary | Sep 2007 – Oct 2018 | Led corporate legal, governance, and corporate secretary functions; core credentials for board governance roles |
| Sidley & Austin; Zelle, Hoffman, Voelbel, Mason & Gette | Partner | Not disclosed | Senior legal roles; adds complex corporate and litigation experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EQT Corporation | Director | Jul 2019 – Apr 2025 | Natural gas producer; governance experience in energy sector |
| Whiting Petroleum Corporation | Director | 2020 – 2022 | Independent oil & gas; governance in E&P restructuring context |
Board Governance
- Independence: Carrig is listed as an Independent Director; TY’s standing committees (including those she serves on) are comprised solely of Independent Directors.
- Committee assignments: Board Governance, Contracts, Investment Review (no Audit Committee assignment).
- Attendance: TY confirms each incumbent Director attended at least 75% of Board and applicable committee meetings in 2024; Board met 5 times in 2024.
- Committee activity (2024): Board Governance (6 meetings), Compliance (4), Contracts (5), Investment Review (4), Audit (6).
- Leadership: Board is chaired by Independent Director Pamela G. Carlton; committee chairs are Independent Directors.
Fixed Compensation
| Year | Aggregate Compensation from TY (Cash) | Total Compensation from TY + Columbia Funds Complex (Cash) | Notes |
|---|---|---|---|
| 2023 | $6,447 | $484,000 | Deferral elected from TY portion: $6,447 |
| 2024 | $6,381 | $439,000 | Deferral elected from TY portion: $6,381 |
| Component (2025 Schedule) | Amount | Scope | Notes |
|---|---|---|---|
| Annual fee from Closed-End Funds (TY + one other) | $10,000 | Independent Directors (ex-Chair) | Based partly on relative assets |
| Annual retainer (other Columbia funds) | $275,000 | Independent Directors (ex-Chair) | Effective Jan 1, 2025 |
| Committee Chair retainer | $25,000 | If serving as chair | Effective Jan 1, 2025 |
| Sub-committee Chair retainer | $15,000 | If serving as sub-committee chair | Effective Jan 1, 2025 |
| In-person Board meeting fee | $6,000/day | Per meeting day | Effective Jan 1, 2025 |
| In-person committee meeting fee | $3,000/day | If not same day as Board | Effective Jan 1, 2025 |
| Special virtual meeting fee | $3,000/meeting | Independent Directors | New for 2025 (not paid in 2024) |
| Chair total annual cash compensation (other Columbia funds) | $575,000 | Board Chair | Plus $10,000 (Closed-End Funds) and $3,000 per special virtual meeting |
- Compensation setting approach: Independent Directors target compensation at or below median/average of comparable fund complexes; Chair compensation higher for added responsibilities.
Performance Compensation
| Performance Element | Disclosure | Metrics |
|---|---|---|
| Equity awards (RSUs/PSUs), options, performance-based pay | Not disclosed for directors at TY; compensation described as cash retainers and meeting fees with optional deferral to eligible Columbia funds | None disclosed |
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlock/Conflict |
|---|---|---|---|
| EQT Corporation | Director | Jul 2019 – Apr 2025 | Energy sector; no TY-related transaction disclosed |
| Whiting Petroleum | Director | 2020 – 2022 | Energy sector; no TY-related transaction disclosed |
- No related-party transactions involving Carrig are disclosed in TY’s proxy.
Expertise & Qualifications
- Corporate governance and legal expertise from ConocoPhillips GC/Corporate Secretary role, plus senior law firm partnership experience.
- Oversight across a large fund complex; assigned to governance, contracts, and investment review committees consistent with legal/oversight background.
Equity Ownership
| Holder | TY Ownership (Dollar Range) | Aggregate Dollar Range (All Funds Overseen) | Notes |
|---|---|---|---|
| Janet Langford Carrig (as of Dec 31, 2024) | $1–$10,000 | Over $100,000 (includes deferred comp value) | Deferred amounts treated as if invested in eligible Columbia funds per Director elections |
| Directors/officers as group | <1% of TY Common Stock; 0% Preferred Stock | N/A | Low direct equity alignment at TY |
- Section 16 compliance: A single sell transaction Form 4 for Carrig required in Aug 2023 was filed late due to administrative oversight.
Governance Assessment
- Strengths: Independent status with relevant legal/governance credentials; active committee roles (Governance, Contracts, Investment Review); board and committee attendance at or above the 75% threshold; robust fund-complex oversight experience (172 funds).
- Alignment: Direct TY ownership reported in low dollar range ($1–$10,000), but director compensation may be deferred into Columbia funds (aggregate holdings over $100,000) which partially aligns interests with fund investors; group ownership <1% (typical for investment company boards).
- Compensation signals: 2025 introduction of $3,000 special virtual meeting fees (previously unpaid in 2024) and higher Chair compensation suggest increased time demands; overall structure remains cash-based with no disclosed equity awards or performance metrics, limiting direct pay-for-performance linkage.
- RED FLAGS: Late Form 4 filing in 2023 indicates a minor compliance lapse (administrative oversight); otherwise no related-party transactions or hedging/pledging disclosures noted.