Susan B. Kerley
About Susan B. Kerley
Independent Trustee of Western Asset Inflation-Linked Opportunities & Income Fund (NYSE: WIW); year of birth 1951; service on WIW Board since 1992. Investment Consulting Partner at Strategic Management Advisors, LLC since 1990, bringing deep investment consulting and mutual fund board experience; oversees 49 portfolios in the Franklin Templeton fund complex as of 2024–2025. Independent under the Investment Company Act; currently chairs the Investment and Performance Committee and serves on Audit, Executive and Contracts, and Governance and Nominating Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strategic Management Advisors, LLC | Investment Consulting Partner | Since 1990 | Investment consulting for institutional clients; long-tenured advisory experience relevant to fund oversight. |
| Independent Directors Council (IDC) | Chairman | 2012–2014 | Led national forum for independent fund directors, signaling governance depth. |
| ICI Executive Committee | Member | 2011–2014 | Industry policy participation; governance and regulatory perspective. |
| Investment Company Institute (ICI) Board of Governors | Member | 2006–2014 | Industry-wide governance engagement. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MainStay Family of Funds (66 funds) | Director/Trustee; Chairman | Director/Trustee since 1990; Chairman since 2017 and 2005–2012 | Large multi-fund oversight; public RICs; no other external trusteeships disclosed in past five years. |
Board Governance
- Committee Memberships: Audit; Executive and Contracts; Governance and Nominating; Investment and Performance. Kerley is Chairperson of the Investment and Performance Committee.
- Independence: Independent Trustee; more than 75% of Board is independent; all Audit Committee members are independent under NYSE standards.
- Board Leadership: Board chaired by Independent Trustee William E.B. Siart. Independent committee chairs across Audit, Governance, Contracts, and Performance. Independent trustees meet outside management and are advised by independent counsel.
- Attendance and Engagement (FY ended Nov 30, 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 committees on which they served; Trustees did not attend the Fund’s 2024 annual shareholder meeting (same disclosure for 2023).
- Scope of Oversight: Kerley oversaw 50 portfolios as of 2023 and 49 portfolios as of 2024 within the Franklin Templeton fund complex, indicating significant governance workload.
Fixed Compensation
| Metric | FY 2023 (Fund) | FY 2024 (Fund) | Notes |
|---|---|---|---|
| Aggregate Compensation from WIW ($) | $3,758 | $6,096 | WIW-specific cash fees (retainer + meeting + chair adders). |
| Total Compensation from Fund Complex ($) | $362,000 | $375,000 | Pro rata across complex based on asset size; additional leadership premiums apply. |
| Pension/Retirement Benefits | $0 | $0 | No pension or retirement benefits accrued. |
- Compensation Structure: Independent Trustees receive annual cash retainer plus meeting fees; chair roles for Board and committees receive additional cash compensation; out-of-pocket expenses reimbursed; no equity grants disclosed.
Performance Compensation
| Component | Terms | FY 2023 | FY 2024 |
|---|---|---|---|
| Equity awards (RSUs/PSUs/Options) | Not disclosed for Independent Trustees | N/A | N/A |
| Bonus/Performance-linked pay | Not disclosed for Independent Trustees | N/A | N/A |
| Performance Metrics (TSR, EBITDA, ESG) | Not applicable to Independent Trustee compensation | N/A | N/A |
No performance-based or equity compensation is disclosed for Independent Trustees; compensation is cash-based via retainer, meeting fees, and chair premiums.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| MainStay Family of Funds | Registered investment companies | Director/Trustee; Chairman | No other directorships in past five years disclosed; reduces external interlocks risk. |
| IDC/ICI roles | Industry bodies | Chair; Board Governor; Exec Committee Member | Governance expertise; not transactional counterparties to WIW. |
Expertise & Qualifications
- Investment consulting experience and mutual fund board experience highlighted by the Board as Kerley’s core qualifications.
- The Governance Committee qualification standards include minimum five years of relevant experience and caps on number of public directorships; Kerley satisfies these requirements.
Equity Ownership
| Date | WIW Dollar Range of Equity Securities | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|
| Dec 31, 2023 | None | Over $100,000 |
| Dec 31, 2024 | None | Over $100,000 |
- Group Ownership: All Trustees and officers as a group owned less than 1% of WIW shares as of each measurement date.
- Ownership Guidelines: Not disclosed; no share pledging/hedging disclosures specific to Kerley in the proxy.
Insider Trades
| Item | Disclosure | Source |
|---|---|---|
| Section 16(a) compliance | Fund reports compliance for Trustees and officers; one late initial Form 3 for an officer (Michael C. Buchanan), not involving Kerley. | 2024 Proxy Section 16(a) compliance |
| Kerley Form 4 transactions | No insider transaction details referenced for Kerley in proxy materials. | 2024 Proxy |
Governance Assessment
- Strengths: Independent trustee with long-tenured mutual fund governance experience; chairs Performance Committee overseeing investment results and risk reporting; Board supermajority independence with independent committee chairs; independent counsel and executive sessions reinforce oversight.
- Alignment concerns: Kerley reported no WIW share ownership as of Dec 31, 2023 and Dec 31, 2024, limiting direct “skin-in-the-game” alignment with WIW shareholders; group ownership <1%. This is common in fund complexes but still a potential signal for investors focused on direct alignment.
- Engagement: Trustees met frequently in FY 2024 (8 Board; 16 combined committee meetings) and each attended at least 75% of meetings—but trustees did not attend the annual shareholder meetings in 2023 and 2024, which may be viewed negatively by some governance-focused investors.
- Potential conflicts: No Kerley-specific related-party transactions disclosed. Performance Committee includes “interested” trustees (Olson; Trust), which heightens the importance of Kerley’s independent chair role to manage potential conflicts in performance oversight.
- Control environment: Cascade Investment (affiliated with William H. Gates III; overseen by trustee Michael Larson) holds 23.4% of WIW shares; Western Asset has historic advisory ties to Gates/related accounts, though those assets were <1% of Western Asset AUM and no changes are contemplated—Board discloses and monitors these relationships via independent committees. Not Kerley-specific, but relevant to board-level independence considerations.
Overall, Kerley’s independent leadership of the Performance Committee and extensive fund governance background are positives for board effectiveness, while lack of WIW share ownership and non-attendance at annual meetings are modest alignment/engagement flags for investors tracking board signals.