Pamela G. Carlton
About Pamela G. Carlton
Independent Director (since November 2008) and Chair of the Board (since January 2023) of Tri-Continental Corporation (TY). Year of birth: 1954. She brings over 20 years of investment banking experience (Morgan Stanley and JP Morgan/Chase) and is President of Springboard – Partners in Cross Cultural Leadership, a governance and leadership consulting firm. She oversees 172 funds in the Columbia Funds Complex as a director and is currently serving a 2024–2027 term on TY’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Investment Banker; Co-Director of US Research; COO Global Research; Co-Director Latin America Research | 1982–1996 (various roles 1991–1996) | Senior research/operating leadership roles |
| Chase Asset Management | Director of US Equity Research | 1996–1999 | Research leadership |
| JP Morgan Chase | Managing Director, US Equity Research | 1999–2003 | Senior leadership in research |
| Cleary Gottlieb Steen & Hamilton LLP | Attorney | 1980–1982 | Legal foundation |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Evercore Inc. (NYSE: EVR) | Director | Since 2019 | Audit Committee; Nominating & Governance Committee |
| Apollo Commercial Real Estate Finance, Inc. (NYSE: ARI) | Director | Since 2021 | Chair, Nominating & Governance Committee |
| Apollo Asset-Backed Finance LC | Director | Since 2024 | Private company board |
| DR Bank | Director | Since 2017 | Audit Committee member; Audit Committee Chair since Nov 2023 |
| New York-Presbyterian Hospital | Trustee | Since 1996 | Non-profit governance |
| Independent Directors Council (IDC) | Governing Council Member | Since 2021 | Industry body representing fund independent directors |
| Investment Company Institute (ICI) | Board of Governors | Since 2024 | Industry association governance |
Board Governance
- Independence and leadership
- Independent Director; all standing committees (Board Governance, Compliance, Contracts, Investment Review, Audit) are comprised solely of Independent Directors .
- Chair of the Board since Jan 2023; serves as point of contact between Independent Directors and the Manager between meetings .
- Chair responsibilities include setting agendas and regular engagement with the CCO, counsel, and service providers; Board believes an Independent Chair enhances oversight .
- Committee assignments at TY
- Board Governance Committee; Contracts Committee; Investment Review Committee .
- Tenure and scope
- Director since Nov 2008; current term 2024–2027; oversees 172 funds in the Columbia Funds Complex .
- Attendance and engagement
- Board met 5 times in 2024; Audit (6), Board Governance (6), Compliance (4), Contracts (5), Investment Review (4) committee meetings were held .
- Each incumbent Director attended at least 75% of Board and committee meetings in 2024 .
Fixed Compensation
Compensation framework (fund complex-wide; closed-end funds include TY):
| Element | 2024 | 2025 |
|---|---|---|
| Annual retainer (Independent Directors, excluding Chair) – from funds other than Closed-End Funds | $275,000 | $275,000 |
| Committee Chair additional retainer | $25,000 | $25,000 |
| Sub-committee Chair additional retainer | $15,000 | $15,000 |
| In-person Board meeting fee (per day) | $6,000 | $6,000 |
| In-person committee/sub-committee meeting fee (per day, if not same day as Board) | $3,000 | $3,000 |
| Special virtual meeting fee | Not paid | $3,000 per meeting |
| Annual fee from Closed-End Funds (Independent Directors, excl. Chair) | $10,000 (allocated across Closed-End Funds) | $10,000 |
| Board Chair total annual cash compensation (excluding Closed-End Funds) | $550,000 | $575,000 |
| Board Chair additional annual fee from Closed-End Funds | $10,000 | $10,000 |
Director-specific actuals (TY and complex) for 2024:
| Item | Amount |
|---|---|
| Aggregate Compensation From TY (2024) | $6,381 |
| Total Compensation From TY and the Columbia Funds Complex (2024) | $560,000 |
| Deferred Compensation Elected From TY (2024) | $638 (portion of TY compensation deferred) |
Notes:
- Independent Directors may defer up to 100% of compensation under a Deferred Compensation Plan; deferred amounts are treated as if invested in eligible funds in the complex; distributions can be lump sum or over time; plan is unfunded for tax purposes .
Performance Compensation
| Item | Details |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed for directors; compensation is cash retainers/fees |
| Option awards | None disclosed for directors |
| Performance metrics (revenue/EBITDA/TSR/ESG) | None disclosed for director compensation |
| Clawback provisions (director comp) | Not disclosed for directors |
| Deferred Compensation Plan | Available; directors may elect deferral; treated as if invested in eligible funds; distributions per election |
Other Directorships & Interlocks
| Company/Body | Relationship to TY | Potential Interlock/Conflict Considerations |
|---|---|---|
| Evercore Inc. | External public directorship; financial services | No specific related-party transactions involving Ms. Carlton are identified in the proxy materials reviewed; Board maintains conflict oversight processes . |
| Apollo Commercial Real Estate Finance, Inc. | External public directorship (Chair, N&G) | Same as above; no specific related-party transactions involving Ms. Carlton identified in proxy sections reviewed . |
| DR Bank; Apollo Asset-Backed Finance | External private boards | No specific related-party transactions involving Ms. Carlton are identified in the proxy sections reviewed . |
- Auditor oversight and independence safeguards: Audit Committee (independent) pre-approves audit and certain non-audit services; 2024 audit fees $52,000; tax fees $13,800; 100% pre-approved; committee also oversees services to affiliates of the Manager to maintain independence .
- Compensation benchmarking: Independent Board members set their own compensation and consider comparable fund complexes, targeting approximately median or lower levels; Chair compensation set higher for additional responsibilities .
Expertise & Qualifications
- 20+ years investment banking experience (Morgan Stanley; JP Morgan/Chase), including senior research leadership and operating roles .
- Governance leadership: Independent Chair at TY; committee service (Board Governance, Contracts, Investment Review); industry governance roles at IDC and ICI .
- Legal and consulting background: Former attorney at Cleary Gottlieb; President of a governance/leadership consulting firm since 2003 .
Equity Ownership
| Ownership as of Dec 31, 2024 | Amount |
|---|---|
| Dollar Range of TY equity securities owned (Director) | $50,001–$100,000 |
| Aggregate Dollar Range across all funds overseen in Columbia Funds Complex | Over $100,000 (a) |
- Group ownership: Directors and officers as a group owned less than 1% of TY’s Common Stock and did not own Preferred Stock as of Dec 31, 2024 .
(a) Includes value of compensation payable under the Deferred Compensation Plan as if invested in eligible funds specified by the Director .
Governance Assessment
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Strengths
- Independent Chair with deep capital markets background; committees comprised solely of independent directors; clear chartered responsibilities and conflict oversight processes .
- Consistent attendance: all incumbents met at least the 75% threshold in 2024; Board and committees met regularly (Board: 5; Audit: 6; Board Governance: 6; Compliance: 4; Contracts: 5; Investment Review: 4) supporting active oversight .
- Alignment mechanisms: meaningful personal investment in TY ($50k–$100k range) and ability to defer fees into fund-linked returns under the Deferred Compensation Plan .
-
Pay structure and trends
- All-cash director pay with no equity/option grants; Chair pay increased from $550,000 (2024) to $575,000 (2025) reflecting added responsibilities and time commitment; Closed-End Fund fee remains $10,000; special virtual meeting fees introduced in 2025 ($3,000) .
- 2024 reported total compensation to Ms. Carlton from TY plus complex was $560,000, with $6,381 from TY and $638 of TY compensation deferred, consistent with the complex-wide cash compensation model .
-
Watch items / potential red flags
- No specific related-party transactions involving Ms. Carlton are disclosed in reviewed proxy sections; nevertheless, given external finance-sector board roles (e.g., Evercore, ARI), continued monitoring for any related-party exposures remains prudent; TY’s Audit and governance processes address such risks via pre-approval and oversight .
- No equity-based or performance-metric-linked pay for directors; while typical for funds, this places emphasis on oversight efficacy and personal holdings for alignment rather than incentive metrics .