Eileen A. Kamerick
About Eileen A. Kamerick
Independent Director since 2013 and Chair of the Board since November 15, 2024 (birth year 1958). Background includes CEO of The Governance Partners, LLC (since 2015), NACD Board Leadership Fellow with Directorship Certification (since 2019), and adjunct professorships at Georgetown University Law Center (since 2021), University of Chicago Law School (since 2018), and University of Iowa College of Law (since 2007). Former CFO roles at Press Ganey Associates (2012–2014) and Houlihan Lokey (2010–2012). The Board has determined she is an Audit Committee Financial Expert; she serves as an Independent Director and as Chair leads executive sessions and acts as liaison between independent directors and management.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Press Ganey Associates | Chief Financial Officer | 2012–2014 | Senior finance leadership and reporting experience highlighted by Board. |
| Houlihan Lokey & Houlihan Lokey Foundation | Managing Director & CFO; President (Foundation) | 2010–2012 | Financial reporting expertise cited in Board leadership rationale. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VALIC Company I | Director | Since Oct 2022 | Investment company directorship. |
| ACV Auctions Inc. | Director | Since 2021 | Public company board. |
| Associated Banc-Corp | Director | Since 2007 | Financial services company board. |
| Hochschild Mining plc | Director (former) | 2016–2023 | Former public company board. |
| AIG Funds and Anchor Series Trust | Trustee (former) | 2018–2021 | Former investment company roles. |
Board Governance
- Independence: The Board comprises eight directors, seven independent; Ms. Kamerick is an Independent Director and serves as Chair.
- Committee memberships: Audit, Nominating, Compensation, Pricing and Valuation; all are composed entirely of Independent Directors.
- Chair roles: Chair of the Board since Nov 15, 2024; develops meeting agendas, presides over meetings, leads executive sessions of Independent Directors, and acts as liaison to management.
- Audit Committee Financial Expert: Determined by Board; Ms. Kamerick and Ms. Kumar designated as financial experts.
- Attendance: FY ended May 31, 2025—Board held 4 regular and 4 special meetings; each Director attended at least 75% of eligible Board and committee meetings.
- Committee activity FY 2025: Audit met 6 times; Nominating 5; Pricing and Valuation 4; Compensation 3.
- Risk oversight: Board receives regular risk reports (investment, compliance, valuation) and meets with CCO; Independent Directors advised by independent legal counsel.
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Aggregate compensation from EHI (Fund) | $11,398 | Fiscal year ended 05/31/2025 | Cash compensation; Fund provides no pension or retirement benefits to Directors. |
| Total compensation from Fund Complex | $506,000 | Calendar year ended 12/31/2024 | Reflects service across 21 investment company directorships within the Fund Complex. |
| Committee/Chair fees | Not separately disclosed | FY 2025 | Compensation Committee recommends Independent Director compensation; details not itemized. |
The Fund does not provide pension or retirement benefits to Directors.
Performance Compensation
- Equity awards (RSUs/PSUs) and options: Not disclosed for Independent Directors; compensation presented as cash aggregates.
- Performance metrics tied to director pay (TSR, EBITDA, ESG): Not disclosed.
- Clawback, change-of-control, severance, tax gross-ups, deferred compensation, pensions/SERP: Not disclosed; Fund states no pension or retirement benefits for Directors.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | ACV Auctions Inc. (since 2021); Associated Banc-Corp (since 2007). |
| Investment company boards | VALIC Company I (since Oct 2022); previously AIG Funds and Anchor Series Trust (2018–2021). |
| Fund Complex load | Each Director currently holds 21 investment company directorships within the Fund Complex. |
- Potential interlocks/conflicts: Nominating Committee policy evaluates affiliations with competing financial service organizations; no specific conflicts disclosed related to Ms. Kamerick’s roles.
Expertise & Qualifications
- Core expertise: Business and finance, including financial reporting; recognized NACD Directorship 100 honoree (2022); NACD Board Leadership Fellow and Directorship Certification (since 2019).
- Academic roles: Adjunct Professor at Georgetown University Law Center, University of Chicago Law School, and University of Iowa College of Law.
- Audit expertise: Determined Audit Committee Financial Expert.
Equity Ownership
| Holder | Ownership in EHI | Ownership in All Funds Overseen | Notes |
|---|---|---|---|
| Eileen A. Kamerick | Range C ($10,001–$50,000) | Range E (Over $100,000) | Dollar-range as of Dec 31, 2024. |
- Group beneficial ownership: As of Aug 29, 2025, nominees, Directors and officers as a group owned <1% of outstanding EHI shares.
- Pledging/hedging: Not disclosed.
- Interests in adviser/affiliates: No Director or non-interested nominee (and immediate family members), to the Fund’s knowledge, had any interest in the investment adviser or entities under common control with Franklin Resources, Inc., as of Dec 31, 2024.
Governance Assessment
- Positives: Independent Chair with deep finance background; Audit Committee Financial Expert designation; independent majority; robust committee cadence; executive sessions led by Chair; independent counsel support; clear risk oversight processes. These support board effectiveness and investor confidence.
- Alignment: Personal investment in EHI within $10,001–$50,000 and >$100,000 across funds overseen indicates some skin-in-the-game, though aggregate director group ownership remains <1% of shares.
- Workload signal: Service across 21 fund complex boards may pose time-commitment/overboarding risk; however, disclosed attendance threshold (≥75%) was met by all Directors in FY 2025.
- Conflicts: No interests with the adviser or Franklin-affiliated entities disclosed; Nominating Committee screens for independence and competing affiliations; no related-party transactions or loans disclosed.
- RED FLAGS: None disclosed for related-party transactions, hedging/pledging, tax gross-ups, option repricings, or say-on-pay issues; lack of detailed per-meeting or chair fee breakdown and absence of equity-based director compensation disclosure limits pay-for-performance analysis.