Carol L. Colman
About Carol L. Colman
Carol L. Colman (born 1946) is an Independent Trustee of WDI, serving since 2007. She is President of Colman Consulting Company and holds the CFA designation. Colman is Chair of the Pricing and Valuation Committee and a member of the Audit, Compensation, and Nominating Committees, with no other public company directorships disclosed. She is classified as an Independent Trustee under NYSE listing standards and not an “interested person” under the Investment Company Act of 1940.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colman Consulting Company | President | Past five years (ongoing) | Investment and consulting experience highlighted by the Board as relevant qualifications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Board composition: eight trustees, seven independent; Independent Trustee Eileen A. Kamerick serves as Chair of the Board, leads executive sessions, and acts as liaison with management; Independent Trustees regularly meet outside management and have independent legal counsel.
- Independence and conflicts: Independent Trustees (including Colman) are not “interested persons”; no business, financial or family relationships with the adviser or affiliates as of Dec 31, 2024, to the best of the Fund’s knowledge.
- Attendance and engagement: In FY 2024, the Board held four regular and two special meetings; each Trustee attended at least 75% of Board and committee meetings for which eligible; no Trustee attended the 2024 Annual Meeting of Stockholders (no formal policy).
- Audit oversight: The Audit Committee (all Independent Trustees) met five times in FY 2024; PwC audit fees were $93,932 (FY2024) vs $74,000 (FY2023), tax fees $10,000 (both years), and other fees $9,600 (FY2024) vs $0 (FY2023); Colman signed the Audit Committee report.
Committee Assignments and 2024 Activity
| Committee | Role (Colman) | FY 2024 Meetings |
|---|---|---|
| Pricing & Valuation | Chair | 4 |
| Audit | Member | 5 |
| Compensation | Member | 2 |
| Nominating | Member | 7 |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from WDI ($) | $28,220 | $44,375 |
| Total Compensation from Fund Complex ($) | $332,000 | $371,000 |
Notes: Trustees receive cash compensation for service across WDI and other FTFA-advised funds; the Fund provides no pension or retirement benefits to Trustees.
Performance Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed in proxy | Not disclosed in proxy |
| Option awards | Not disclosed in proxy | Not disclosed in proxy |
| Performance-based bonus/metrics (TSR, EBITDA, ESG) | Not disclosed; Compensation Committee recommends Trustee compensation levels (no metrics disclosed) | Not disclosed; Compensation Committee recommends Trustee compensation levels (no metrics disclosed) |
| Clawbacks / COI change-of-control terms | Not disclosed in proxy | Not disclosed in proxy |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Shared directorships with competitors/suppliers/customers | Not disclosed in proxy |
| Prior public company boards | Not disclosed in proxy |
Expertise & Qualifications
- CFA charterholder; contributes investment and valuation expertise to Audit and Pricing & Valuation oversight.
- Professional background: consultant and investment professional; the Board cites her consulting/investment experience among trustee qualifications.
- Active governance roles: Chair, Pricing & Valuation Committee; member, Audit, Compensation, Nominating Committees.
Equity Ownership
| Holder | Dollar Range of Equity in WDI | Aggregate Dollar Range Across Funds Overseen |
|---|---|---|
| Carol L. Colman | A = None | E = Over $100,000 |
Group beneficial ownership of WDI by nominees, Trustees, and officers: less than 1% as of Feb 7, 2025.
Dollar range codes: A=None; B=$1–$10,000; C=$10,001–$50,000; D=$50,001–$100,000; E=Over $100,000.
Governance Assessment
- Strengths: Long-serving independent trustee with CFA credential; chairs a critical Pricing & Valuation Committee that oversees valuation policies and regulatory compliance; active committee engagement with formal charters and frequent meetings in 2024.
- Alignment considerations: Colman holds no WDI shares (range A=None), while holding >$100k across the broader fund complex; group ownership of WDI is <1%. This can indicate limited direct economic alignment with WDI’s common shareholders.
- Engagement signals: Each trustee met ≥75% attendance in 2024 and committee workloads were substantial; however, no Trustee attended the 2024 Annual Meeting of Stockholders (no formal attendance policy), which may concern some investors on shareholder engagement.
- Conflicts and related-party exposure: Proxy states no interests with the adviser or affiliates for Independent Trustees, mitigating related-party risk; the Nominating Committee explicitly evaluates independence, conflicts, and time commitments in trustee selection.
- Compensation structure: Trustee pay rose year-over-year (WDI: $28,220→$44,375; Fund complex: $332,000→$371,000) with no disclosed equity or performance-based components, suggesting a standardized cash retainer structure aligned with multi-fund oversight rather than WDI-specific performance incentives.
Implications: Governance oversight appears robust (independent chair, executive sessions, strong committee cadence), but investor alignment may be tempered by zero WDI share ownership and lack of performance-linked director pay. Valuation oversight leadership is a positive for pricing integrity; continued monitoring of engagement at annual meetings and compensation trends across the fund complex is warranted.