Susan B. Kerley
About Susan B. Kerley
Susan B. Kerley (born 1951) is an Independent Trustee of Western Asset Inflation-Linked Income Fund (NYSE: WIA), serving on the Board since 1992 and standing for re-election as a Class I Trustee with a term expiring at the 2028 Annual Meeting if elected. She is Investment Consulting Partner at Strategic Management Advisors, LLC (since 1990) and currently Chairs WIA’s Investment and Performance Committee; she oversees 49 portfolios in the fund complex as of the 2025 proxy (50 in 2024), reflecting deep mutual fund governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strategic Management Advisors, LLC | Investment Consulting Partner | Since 1990 | Investment consulting; long-standing advisory experience |
| Independent Directors Council (IDC) | Chairman | 2012–2014 | Industry leadership among independent fund directors |
| Investment Company Institute (ICI) | Executive Committee | 2011–2014 | Governance and advocacy in the investment company industry |
| Investment Company Institute (ICI) | Board of Governors | 2006–2014 | Oversight and policy at national trade association |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MainStay Family of Funds (66 funds) | Director/Trustee; Chairman | Trustee since 1990; Chairman 2017 and 2005–2012 | Extensive fund governance; multi-series oversight |
| Fund Complex Portfolios Overseen | Trustee overseeing portfolios | 49 (2025 proxy); 50 (2024 proxy) | Breadth of governance oversight |
Board Governance
- Independence: Kerley is an Independent Trustee (not an “interested person” under the 1940 Act); Independent Trustees constitute more than 75% of the Board; Board Chair (William E.B. Siart) is independent .
- Committees and chair roles:
- Audit Committee: Member
- Governance and Nominating Committee: Member
- Executive and Contracts Committee: Member
- Investment and Performance Committee: Chair
- Attendance and engagement (FY ended Nov 30, 2024): Board met 8 times; Audit 6; Governance 3; Performance 5; Contracts 2. Each Trustee attended at least 75% of total meetings; Trustees did not attend the Fund’s 2024 annual shareholder meeting (also noted for 2023 in prior proxy) .
Fixed Compensation
- Structure: Independent Trustees receive an annual retainer plus meeting fees; committee and Board chairs receive additional compensation. No pensions or retirement benefits accrue as Fund expenses .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from WIA ($) | $1,347 | $2,165 |
| Total Compensation from WIA + Fund Complex ($) | $362,000 | $375,000 |
Performance Compensation
- The proxy describes cash retainers and meeting fees for Independent Trustees; no performance-based bonuses, stock awards (RSUs/PSUs), or option grants are disclosed for directors, and pension benefits are reported as $0 .
| Performance-linked element | Disclosure status |
|---|---|
| Annual bonus | Not disclosed for directors; compensation framed as cash retainers/meeting fees |
| Stock awards (RSUs/PSUs) | Not disclosed for directors |
| Option awards | Not disclosed for directors |
| Performance metrics tied to pay | Not disclosed for directors |
| Clawback provisions | Not disclosed for directors |
| Change-of-control/Severance | Not disclosed for directors |
Other Directorships & Interlocks
| Company/Entity | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| MainStay Family of Funds | Director/Trustee; Chairman | Industry role | Not a corporate operating issuer; registered investment companies |
| Other public company boards | None disclosed | N/A | WIA proxy lists no other corporate directorships for Kerley |
| Board-level interlock (context) | Michael Larson (Trustee) is Business Manager of Cascade Investment; Cascade owns ~24.1% of WIA | Potential information flow | Western Asset has advised Gates-related “Accounts”; value of these portfolios did not exceed 1.0% of Western Asset AUM since 12/31/2021; Larson disclaims beneficial ownership |
Expertise & Qualifications
- The Board cites Kerley’s investment consulting experience, mutual fund board experience, and ability to exercise effective business judgment and risk oversight in performance monitoring .
Equity Ownership
| Ownership metric | 2023 | 2024 |
|---|---|---|
| Dollar range of WIA equity held | None | None |
| Aggregate dollar range across all funds overseen | Over $100,000 | Over $100,000 |
- Trustees and officers of the Fund as a group beneficially owned less than 1% of WIA’s outstanding shares (as of the respective proxy dates) .
- Large holders (context): Karpus ~32.8% (2025 proxy) and Cascade ~24.1%; Larson (Trustee) is Business Manager of Cascade and disclaims beneficial ownership; tender offer acceptance noted in 2020 .
Governance Assessment
- Strengths:
- Long tenure (since 1992) and deep fund governance experience; current Chair of Performance Committee, supporting robust performance oversight .
- Independent Board leadership structure with >75% Independent Trustees and independent Board Chair, plus independent chairs across committees .
- Alignment and engagement signals:
- Kerley holds no direct WIA shares, though she has “Over $100,000” aggregate exposure across funds overseen; trustees as a group hold <1% of WIA, indicating modest direct alignment at the Fund level .
- Attendance met the ≥75% threshold; however, Trustees did not attend the annual shareholder meetings in 2023 and 2024 (engagement watch item) .
- Conflicts and related parties:
- Kerley is classified as independent; no related-party transactions involving her are disclosed in the proxy. Board-level interlock context exists via Cascade’s stake and Larson’s role, but Western Asset’s advisory relationship to Gates-related Accounts is small relative to AUM (≤1.0%), and Larson disclaims beneficial ownership, reducing perceived conflict magnitude .
- Compensation structure:
- Pay is fixed/fee-based with chair uplifts; year-over-year increases in Fund and complex compensation are disclosed, with no performance-based elements or equity awards, which aligns with typical closed-end fund director pay practices (cash retainers, meeting fees) .
RED FLAGS to monitor: absence of direct WIA share ownership; non-attendance at annual shareholder meetings in consecutive years; board-level interlock context via a major shareholder (Cascade) and a serving Trustee (Larson), though mitigating disclosures are provided .