Hillary Sale
About Hillary A. Sale
Independent, non‑interested Class II Director of BrandywineGLOBAL – Global Income Opportunities Fund Inc. (NYSE: BWG) since November 15, 2024; Chair of the Nominating Committee and member of the Audit, Compensation, and Pricing & Valuation Committees . Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance at Georgetown Law Center and Professor of Management at Georgetown’s McDonough School of Business (since 2018), with prior service as Associate Dean for Strategy (2020–2023) . Birth year 1961; governance credentials include NACD Board Faculty Member (since 2021) and prior FINRA Board of Governors service (2016–2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown Law Center | Associate Dean for Strategy | 2020–2023 | Strategy leadership for legal education and governance |
| FINRA | Member, Board of Governors | 2016–2022 | Oversight of market regulation and broker-dealer supervision |
| DirectWomen | Member | 2007–2022 | Board‑readiness advocacy and governance network |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CBOE U.S. Securities Exchanges | Director | Since 2022 | Regulated exchange governance |
| CBOE Futures Exchange | Director | Since 2022 | Derivatives market oversight |
| CBOE SEF | Director | Since 2022 | Swap execution facility governance |
| Foundation Press | Advisory Board Member | Since 2019 | Academic publishing advisory |
| DirectWomen Board Institute | Chair | Since 2019 | Board diversity and placement |
| NACD | Board Faculty Member | Since 2021 | Director education and governance training |
Board Governance
- Board composition: eight directors; seven are Independent Directors; Eileen A. Kamerick serves as Independent Chair; independent directors meet in executive session and are advised by independent counsel .
- Committee assignments for Sale: Chair, Nominating; Member, Audit; Member, Compensation; Member, Pricing & Valuation .
- Meeting cadence and engagement signals: FY ended 10/31/2024—Board held four regular and one special meeting; each Director attended ≥75% of meetings (Sale joined 11/15/2024) . Audit Committee met five times; Nominating met seven times; Pricing & Valuation met four times; Compensation met once (charters posted on fund website) .
- Audit Committee Report: Sale was among signatories on December 19, 2024, evidencing active participation shortly after appointment .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Nominating | Chair | 7 |
| Audit | Member | 5 |
| Compensation | Member | 1 |
| Pricing & Valuation | Member | 4 |
Fixed Compensation
| Metric | Amount | Period |
|---|---|---|
| Aggregate Compensation from the Fund (FY ended 10/31/2024) | — (joined after FY end) | FY 2024 |
| Total Compensation from Fund and Fund Complex (calendar) | $32,989 | CY 2024 |
- The Fund does not provide pension or retirement benefits to Directors; compensation is for service across the Fund and committees (and across other FTFA‑advised funds) .
- Compensation Committee (all Independent Directors) recommends director compensation; charter available on the fund’s website .
Performance Compensation
- The proxy discloses aggregate fee compensation only and does not present director performance‑based metrics, stock awards, options, or incentive structures for Independent Directors; no performance metrics tied to director pay are detailed in the filing .
Other Directorships & Interlocks
| Company/Entity | Sector Link to BWG | Potential Interlock/Conflict Considerations |
|---|---|---|
| CBOE U.S. Securities Exchanges / CBOE Futures / CBOE SEF | Market infrastructure; BWG is a closed‑end fund | No disclosed related‑party transactions with BWG adviser/affiliates; independence maintained under NYSE standards |
| Foundation Press | Academic publishing | Non‑commercial link to BWG operations; no related‑party exposure disclosed |
| DirectWomen Board Institute | Non‑profit governance network | No BWG transactional link disclosed |
- The proxy states no non‑interested Director (nor immediate family) had any interest in the investment adviser or its affiliates as of 12/31/2024 .
Expertise & Qualifications
- Academic governance and leadership: Agnes Williams Sesquicentennial Professor of Leadership & Corporate Governance (Georgetown Law) and Professor of Management (McDonough School of Business) since 2018 .
- Regulated market oversight: FINRA Board (2016–2022) and current directorships across CBOE entities .
- Director education: NACD Board Faculty Member (since 2021) .
Equity Ownership
| Holder | Ownership in BWG | Ownership in Family of Investment Companies |
|---|---|---|
| Hillary A. Sale | Dollar Range “A” = None | Dollar Range “A” = None |
- Directors and officers as a group owned less than 1% of outstanding Common and Preferred Shares as of 2/7/2025 .
- No pledging, hedging, or deferred/vested equity ownership for directors is disclosed; Section 16(a) compliance met for FY ended 10/31/2024 .
Governance Assessment
- Strengths: Independent status; chair of Nominating (active—seven meetings in FY2024); immediate participation in Audit oversight (co‑signer of 12/19/2024 report); deep governance expertise from Georgetown and NACD; prior FINRA and current CBOE directorships strengthen regulatory and market oversight perspectives .
- Alignment considerations: Owns no BWG shares (Dollar Range “A”); directors as a group own <1%; while common in fund complexes, lack of personal stake may be viewed as limited alignment by some investors .
- Conflicts/Related‑party: Proxy affirmatively states non‑interested Directors (including Sale) and immediate families had no interests in the adviser or affiliates; no related‑party transactions disclosed involving Sale .
- Engagement signals: Nominating Committee chair role and frequency, plus Audit Committee report sign‑off within a month of appointment, indicate meaningful engagement and board effectiveness .
- Compensation: Modest aggregate pay reflecting late‑year appointment; no performance‑based pay features disclosed (reduces pay‑for‑performance concerns but also limits incentive alignment) .
Red Flags to Monitor
- Low direct ownership (Dollar Range “A”)—skin‑in‑the‑game shortfall versus ownership alignment preferences .
- Absence of disclosed equity‑based director compensation or stock ownership guidelines—no formal alignment mechanism is presented in the proxy .
- Continued monitoring of any future related‑party disclosures or changes in committee charters/compensation policy (none currently flagged) .