Patricia M. Flynn
About Patricia M. Flynn
Independent director of Tri-Continental Corporation (TY) since November 2008; current term runs 2023–2026. Year of birth: 1950. Professor Emeritus of Economics and Management at Bentley University (Professor 1976–2023; Dean, McCallum Graduate School of Business 1992–2002). Committee assignments: Audit, Contracts, and Investment Review; she oversees 172 funds in the Columbia Funds Complex. The Board confirms she attended at least 75% of Board and committee meetings held in 2024; the Board met 5 times in 2024.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Bentley University | Professor of Economics & Management; Dean, McCallum Graduate School of Business | Professor 1976–2023; Dean 1992–2002 | Research and teaching focus on technology-based economic development, corporate governance, and women in business; extensive publications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MA Taxpayers Foundation | Trustee (former) | 1997–2022 | Non-profit governance role |
| The MA Business Roundtable | Director (former) | 2003–2019 | Business policy organization |
| MA Technology Collaborative – Innovation Index Advisory Committee | Chairperson (former) | 1997–2020 | State technology/economic development advisory |
| Boston Fed Bancorp Inc.; U.S. Trust; The Federal Savings Bank | Director (historical) | Not disclosed | Corporate boards previously served; not specified as current |
Board Governance
- Independence and leadership:
- Independent director; all standing committees (Board Governance, Compliance, Contracts, Investment Review, Audit) are comprised solely of Independent Directors; Audit Committee members meet NYSE independence requirements.
- Audit Committee members include Dr. Flynn; the Audit Committee report (approved Feb 18, 2025) lists her as a signatory.
- Committee assignments for Dr. Flynn: Audit; Contracts; Investment Review.
- Meeting cadence and attendance (FY2024):
- Board: 5 meetings; Dr. Flynn attended ≥75% of Board and committee meetings.
- Committee meetings: Board Governance (6), Compliance (4), Contracts (5), Investment Review (4), Audit (6).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Aggregate Compensation from Tri-Continental (TY) – 2024 | $6,381 | Cash fees paid by the Corporation in 2024 |
| Pension/Retirement Benefits from TY – 2024 | $0 | None accrued as part of Corporation expenses |
| Total Compensation from TY + Columbia Funds Complex – 2024 | $423,000 | Cash retainers/meeting fees across 163 portfolios overseen |
Director cash compensation structure (effective Jan 1, 2025) across the Columbia Funds Complex:
- Independent Directors (ex-Chair): $275,000 annual retainer; committee chairs: +$25,000; sub-committee chairs: +$15,000.
- Meeting fees: $6,000/day for in-person Board; $3,000/day for in-person committee/sub-committee (if not same day as Board); $3,000 per special virtual meeting.
- Closed-End Funds (including TY): additional $10,000 annual fee (allocated in part based on relative assets).
- Board Chair: $575,000 annual cash compensation (+$10,000 from Closed-End Funds; +$3,000 per special virtual meeting).
- Deferred Compensation Plan available; directors may defer up to 100% of fees into notional investments in eligible funds (unfunded plan). Dr. Flynn was not listed among directors who elected to defer in 2024.
Compensation positioning:
- Independent directors set their own compensation and seek to approximate or remain below median/average pay versus comparable fund complexes.
Performance Compensation
- No equity or performance-based compensation is disclosed for directors; compensation is cash-based via retainers and meeting fees, with optional fee deferral into fund-linked accounts.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships (last 5 years) | None disclosed; her disclosed roles over the past five years were with non-profit/advisory organizations (MA Taxpayers Foundation; MA Business Roundtable; MA Technology Collaborative). |
| Historical corporate boards | Boston Fed Bancorp Inc., U.S. Trust, The Federal Savings Bank (historical service; timing not specified). |
Expertise & Qualifications
- Academic and governance expertise: Professor Emeritus; research and teaching focus on technology-based economic development, corporate governance, and women in business; extensive publications.
- Fund oversight experience: Oversees 172 funds in the Columbia Funds Complex.
- Audit oversight: Member of Audit Committee; signatory to Audit Committee Report.
Equity Ownership
| Item | Disclosure |
|---|---|
| Dollar range of TY equity owned (as of Dec 31, 2024) | $50,001–$100,000 |
| Aggregate dollar range across Columbia Funds Complex | Over $100,000 (includes value of any deferred compensation invested notionally in funds) |
| Directors and officers as a group (TY common) | <1% of shares outstanding as of Dec 31, 2024 |
Governance Assessment
- Independence and committee structure: Dr. Flynn serves on committees comprised solely of independent directors; the Audit Committee meets NYSE independence requirements.
- Engagement: Attendance met the ≥75% threshold in 2024; Board and committees were active (Board: 5 meetings; Audit: 6; others as noted).
- Pay design and alignment: Director pay is cash-only (no equity awards), with meeting-based fees and a sizeable complex-wide retainer; optional deferral links value to fund performance and includes notional investment in eligible funds; compensation is targeted around or below peer complex medians.
- Tenure and continuity: Director since 2008; current term 2023–2026.
No related-party transactions or conflicts of interest involving Dr. Flynn are disclosed in the cited proxy sections; Audit Committee pre-approves auditor services and affirms auditor independence processes.