Susan B. Kerley
About Susan B. Kerley
Independent Trustee of the Fund since 1992; year of birth 1951. Kerley is an Investment Consulting Partner at Strategic Management Advisors, LLC (investment consulting) since 1990 and oversees 49 portfolios in the Franklin Templeton fund complex, bringing deep mutual fund governance experience to the board . She is categorized as an Independent Trustee and serves on multiple board committees, including chairing the Performance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strategic Management Advisors, LLC | Investment Consulting Partner | Since 1990 | Investment consulting background; mutual fund board experience |
| Independent Directors Council (IDC) | Chairman | 2012–2014 | Led independent director advocacy and best practices |
| Investment Company Institute (ICI) | Executive Committee Member | 2011–2014 | Policy and industry governance input |
| Investment Company Institute (ICI) | Board of Governors Member | 2006–2014 | Industry leadership, governance oversight |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| MainStay Family of Funds (66 funds) | Director/Trustee; Chairman | Director/Trustee since 1990; Chairman since 2017 and 2005–2012 | Broad fund governance leadership across 66 series |
Board Governance
- Independence: Kerley is listed among Independent Trustees/Nominees; Audit Committee comprises solely trustees who are not “interested persons” per 1940 Act and NYSE independence standards, and includes Kerley .
- Committee assignments (FY 2024–2025):
- Audit Committee: Member .
- Governance & Nominating Committee: Member .
- Contracts Committee: Member .
- Performance Committee: Chair .
- Meeting cadence and attendance (FY 2024): Board held 8 meetings; Audit 6; Governance 3; Performance 5; Contracts 2; each Trustee attended at least 75% of meetings of the Board and the committees on which they served .
- Annual meeting attendance policy: The Fund does not have a formal policy regarding trustee attendance at annual meetings of shareholders .
Fixed Compensation
Director compensation is cash-based with annual retainer plus meeting fees; leadership positions (Board Chair, and chairs of Audit, Governance, Performance, Contracts) receive additional compensation. No pension or retirement benefits are accrued or payable; trustees are reimbursed for out-of-pocket meeting expenses. The Fund pays its pro rata share based on asset size across the Fund Complex .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Aggregate Compensation from the Fund ($) | 1,961 | 3,480 | 1,159 |
| Pension or Retirement Benefits Accrued as Part of Fund’s Expenses ($) | 0 | 0 | 0 |
| Estimated Annual Benefits Upon Retirement ($) | 0 | 0 | 0 |
| Total Compensation from Fund and Fund Complex ($) | 354,000 | 362,000 | 375,000 |
Performance Compensation
| Component | Disclosure |
|---|---|
| Annual Bonus | Not disclosed for trustees; compensation consists of cash retainer, meeting fees, and additional fees for leadership roles |
| Equity Awards (RSUs/PSUs) | Not shown in trustee compensation tables; no equity awards disclosed |
| Option Awards | Not shown; no option awards disclosed |
| Performance Metrics tied to Compensation | Not disclosed; trustee pay not tied to Fund performance |
| Clawbacks/COC/Severance | Not disclosed for trustees |
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Notes |
|---|---|---|
| MainStay Family of Funds (66 funds) | Director/Trustee; Chairman | Extensive governance role across multiple funds; indicates broad interlocks within a large fund family |
| Franklin Templeton Fund Complex | Oversees 49 portfolios | Demonstrates significant oversight across related registered investment companies in the complex |
Expertise & Qualifications
- Investment consulting experience and mutual fund board leadership; recognized for governance expertise in complex fund families .
- Active committee leadership as Performance Committee Chair, supporting investment performance oversight .
- Audit Committee independence per NYSE standards; engagement with risk, compliance, and financial reporting oversight .
Equity Ownership
| As of Date | Dollar Range of Equity Securities in WEA | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|
| Dec 31, 2022 | None | Over $100,000 |
| Dec 31, 2023 | None | Over $100,000 |
| Dec 31, 2024 | None | Over $100,000 |
- As of each year-end, all trustees and officers as a group beneficially owned less than 1% of the Fund’s outstanding shares .
Governance Assessment
- Strengths: Long tenure (since 1992) with deep fund governance background; independent status; multi-committee engagement; chairs Performance Committee; consistent minimum attendance threshold met across Board and committees .
- Compensation: Cash-based retainer and meeting fees, plus chair premiums; no pension/retirement benefits; total complex compensation indicates meaningful time commitment across many funds .
- Alignment: No reported share ownership in WEA but significant aggregate holdings across the Franklin Templeton fund complex, which may partially align interests at the broader complex level rather than fund-specific alignment .
- RED FLAGS: None disclosed for related-party transactions, hedging/pledging, option repricing, or legal/regulatory proceedings in the proxy statements; the Fund lacks a formal policy for trustee attendance at annual shareholder meetings (process exists for communications), though this is common in fund boards .