Hillary Sale
About Hillary A. Sale
Hillary A. Sale (birth year: 1961) is a Non-Interested Director of Western Asset Mortgage Opportunity Fund Inc. (DMO), appointed effective November 15, 2024. She chairs the Nominating Committee and serves on the Audit, Compensation, and Pricing & Valuation Committees. Sale is the Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance at Georgetown Law Center and Professor of Management at the McDonough School of Business (since 2018), with prior service as Associate Dean for Strategy (2020–2023); she is also NACD Board Faculty and formerly served on FINRA’s Board of Governors (2016–2022). She oversees 21 portfolios within the Franklin Templeton fund complex, and is classified as independent under NYSE standards and the 1940 Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown Law Center | Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance | Since 2018 | Academic leadership in governance |
| Georgetown Law Center | Associate Dean for Strategy | 2020–2023 | Strategic oversight |
| McDonough School of Business | Professor of Management | Since 2018 | Governance and management expertise |
| FINRA | Board of Governors | 2016–2022 | Regulatory oversight experience |
| NACD | Board Faculty Member | Since 2021 | Director education and training |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBOE U.S. Securities Exchanges | Director | Since 2022 | Exchange governance (subsidiary boards) |
| CBOE Futures Exchange | Director | Since 2022 | Derivatives market oversight |
| CBOE SEF | Director | Since 2022 | Swap execution facility oversight |
| Foundation Press (academic publisher) | Advisory Board Member | Since 2019 | Academic publishing guidance |
| DirectWomen Board Institute | Chair | Since 2019 | Pipeline and board readiness leadership |
Board Governance
- Independence and composition: The Board comprises eight directors, seven of whom are Independent Directors; Eileen A. Kamerick serves as Chair. Independent Directors meet in executive session and are advised by independent legal counsel, indicating robust independent oversight .
- Committee leadership and membership: Sale chairs the Nominating Committee and serves on Audit, Compensation, and Pricing & Valuation. The Audit Committee met six times, Nominating met five, Compensation met twice, and Pricing & Valuation met four times in FY2024—reflecting active committee oversight cadence .
- Attendance and engagement: In FY2024, the Board held four regular and three special meetings; each Director attended at least 75% of the aggregate meetings of the Board and committees for which they were eligible .
- Role clarity: The Nominating Committee charter outlines qualification standards, limits on other boards, and character/fitness criteria, with Sale as Chair, supporting disciplined director selection and diversity of experience (though no formal diversity policy) .
- Risk oversight: The Board’s risk oversight includes engagement with the Chief Compliance Officer and reliance on management and advisers; Audit meets regularly with the independent accounting firm—formalizing controls review .
Committee Assignments and FY2024 Meeting Counts
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Nominating | Chair | 5 | Oversees director selection/qualifications |
| Audit | Member | 6 | Chair: Nisha Kumar; “audit committee financial expert” designation for Kumar and Kamerick |
| Compensation | Member | 2 | Chair: Peter Mason; recommends Independent Director compensation |
| Pricing & Valuation | Member | 4 | Chair: Carol L. Colman; valuation oversight |
Fixed Compensation
| Component | Amount/Detail | Period |
|---|---|---|
| Aggregate Compensation from DMO | $767 | FY Ended 12/31/2024 |
| Total Compensation from Fund Complex (Calendar Year) | $32,989 | CY 2024 |
| Pension/Retirement Benefits | None provided by the Fund | FY2024 |
| Directorships within Fund Complex | 21 | FY2024 |
Performance Compensation
| Incentive/Equity Component | Status | Notes |
|---|---|---|
| Equity grants (RSUs/PSUs), options, deferred units | Not disclosed | Proxy provides aggregate cash compensation; no equity awards or performance-based metrics disclosed for directors |
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Notes |
|---|---|---|
| CBOE U.S. Securities Exchanges; CBOE Futures Exchange; CBOE SEF | Director | Exchange subsidiary boards—regulatory market networks; not a DMO service provider |
| Foundation Press | Advisory Board Member | Academic publishing; non-conflicting with DMO |
| DirectWomen Board Institute | Chair | Governance pipeline; non-conflicting |
| FINRA (prior) | Board of Governors | Regulatory expertise; prior role |
Expertise & Qualifications
- Corporate governance and leadership academia; dual faculty roles at Georgetown (Law and Business), NACD faculty experience, and regulatory oversight history at FINRA underpin committee leadership credentials, particularly for Nominating and governance processes .
- Board states Sale’s experience as a college professor and board member for financial and corporate institutions among director attributes, fulfilling SEC disclosure requirements while not conferring “special expertise” in a legal sense .
Equity Ownership
| Ownership Metric | Value | As of |
|---|---|---|
| Dollar Range of DMO equity | A = None | 12/31/2024 |
| Aggregate Dollar Range in Family of Investment Companies | A = None | 12/31/2024 |
| Group beneficial ownership (directors and officers) | <1% of DMO common | 08/29/2025 |
Governance Assessment
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Strengths
- Independence and leadership: Sale is a Non-Interested Director, chairs Nominating, and participates across key oversight committees—aligned with strong governance practices .
- Active committee cadence: Audit (6), Nominating (5), Compensation (2), Pricing & Valuation (4) meetings in FY2024 signal substantive engagement in controls, director selection, pay, and valuation oversight .
- Regulatory and market structure expertise: Prior FINRA board service and current CBOE exchange directorships enhance oversight of compliance and market operations .
-
Concerns and potential red flags
- Low ownership alignment: No DMO shares owned as of 12/31/2024; group beneficial ownership under 1%—may limit “skin-in-the-game” signaling to investors .
- Multi-board workload: 21 fund complex directorships may present time-commitment risk; however, attendance met the ≥75% threshold in FY2024 .
- Limited disclosure on director pay structure: Proxy reports aggregate cash compensation; no visibility into per-meeting fees, retainers, or equity deferrals—reduces transparency of incentives mix for directors .
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Conflicts and related-party exposure
- No interests in the Fund’s investment adviser or affiliated entities (under Franklin Resources) for non-interested directors and immediate family as of 12/31/2024—mitigating adviser-related conflicts .
- Nominating Committee policies consider independence, other board service (including competing financial service organizations), and character/fitness, with Sale as Chair—adding procedural guardrails against conflicts .