Hillary A. Sale
About Hillary A. Sale
Hillary A. Sale (birth year: 1961) is an Independent Director of Western Asset Global High Income Fund Inc. (EHI) since November 15, 2024; she chairs the Nominating Committee and serves on the Audit, Compensation, and Pricing & Valuation Committees . She is the Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance at Georgetown Law Center and Professor of Management at McDonough School of Business (since 2018), with prior service as Associate Dean for Strategy (2020–2023) . She is part of NACD Board Faculty (since 2021) and previously served on FINRA’s Board of Governors (2016–2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown Law Center | Associate Dean for Strategy | 2020–2023 | Senior leadership role; academic governance |
| FINRA | Board of Governors, Member | 2016–2022 | Market regulation oversight |
| DirectWomen | Member | 2007–2022 | Women’s board leadership nonprofit |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CBOE U.S. Securities Exchanges; CBOE Futures Exchange; CBOE SEF | Director | Since 2022 | Exchange governance and market oversight |
| Foundation Press (academic publisher) | Advisory Board Member | Since 2019 | Academic publishing advisory |
| DirectWomen Board Institute | Chair | Since 2019 | Board readiness program leadership |
| NACD | Board Faculty Member | Since 2021 | Director education and governance expertise |
Board Governance
- Independence: The Board has eight directors, seven Independent Directors, with committees composed entirely of Independent Directors; Ms. Sale is an Independent Director under the 1940 Act and NYSE standards .
- Committee leadership: Ms. Sale is Chair of the Nominating Committee; other committee chairs are Nisha Kumar (Audit), Carol L. Colman (Pricing & Valuation), and Peter Mason (Compensation) .
- Attendance: In FY ended May 31, 2025, the Board held four regular and four special meetings; each Director attended at least 75% of Board and committee meetings for which they were eligible .
- Nominating standards: Director qualification requirements include experience, limits on other board service, and character/fitness; the Nominating Committee applies these and may consider diversity of professional experience, education, and skills .
| Committee | Role (Sale) | FY2025 Meetings | Composition/Notes |
|---|---|---|---|
| Nominating | Chair | Not disclosed | All Independent Directors; applies qualification requirements |
| Audit | Member | Not disclosed | All Independent Directors; Kumar (Chair); Kamerick also “financial expert” |
| Compensation | Member | 3 | All Independent Directors; Mason (Chair); recommends director compensation |
| Pricing & Valuation | Member | 4 | All Independent Directors; Colman (Chair); oversees valuation processes |
Fixed Compensation
| Metric | Amount | Period |
|---|---|---|
| Aggregate compensation from EHI | $6,340 | Fiscal year ended 05/31/2025 |
| Total compensation from Fund and Fund Complex | $32,989 | Calendar year ended 12/31/2024 |
| Fund Complex directorships held | 21 | As reported |
- Pension/retirement: The Fund does not provide pension or retirement benefits to Directors .
- Notes: Compensation amounts include service on all EHI committees and committees of other investment companies advised by FTFA within the Fund Complex .
Performance Compensation
| Performance-based element | Disclosure status | Notes |
|---|---|---|
| Bonus tied to metrics (revenue/EBITDA/TSR/ESG) | Not disclosed | Proxy describes director compensation but does not present performance-tied elements |
| Equity awards (RSUs/PSUs/options) | Not disclosed | No equity award details appear in director compensation section |
| Clawbacks/COC/Severance for directors | Not disclosed | No director-specific clawback/COC/severance terms disclosed |
The Compensation Committee’s remit is to recommend appropriate compensation of Independent Directors; no performance metric framework for director pay is described .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Exposure |
|---|---|---|---|
| CBOE U.S. Securities Exchanges; CBOE Futures Exchange; CBOE SEF | Exchange subsidiaries | Director | Market infrastructure governance; no EHI adviser-related interest disclosed |
- Related-party/Adviser interests: No Director or nominee who is not an “interested person,” nor immediate family members, had any interest in the Fund’s investment adviser or affiliates (other than the Fund) as of December 31, 2024 .
- 5% holders context: First Trust Portfolios and Sit Investment Associates held >5% as of August 29, 2025; not directly linked to director conflicts .
Expertise & Qualifications
- Corporate governance and leadership scholar with dual Georgetown appointments (Law and Business), including prior associate dean responsibilities .
- Market oversight/regulatory experience (FINRA Board of Governors) and exchange governance (CBOE entities) .
- Director education leadership via NACD and DirectWomen Board Institute .
Equity Ownership
| Holding | Dollar Range | As-of Date |
|---|---|---|
| EHI shares (beneficially owned) | “A” = None | December 31, 2024 |
| Aggregate holdings across funds overseen (family of investment companies) | “A” = None | December 31, 2024 |
- Group ownership: Directors and officers as a group owned less than 1% of outstanding EHI shares as of August 29, 2025 .
- Ownership guidelines/hedging/pledging: No explicit director stock ownership guidelines, hedging, or pledging policies are described in the cited proxy sections; not disclosed .
Governance Assessment
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Strengths:
- Independent status with multi-committee engagement and Nominating Committee chair role, enhancing board composition, skills, and independence oversight .
- Demonstrated regulatory and market infrastructure experience (FINRA, CBOE), relevant for a closed-end fund’s compliance and risk oversight .
- Board and committee attendance at least 75%, and active committee meeting cadence (Pricing & Valuation met 4 times; Compensation met 3 times) supports engagement .
-
Concerns/RED FLAGS:
- No EHI share ownership disclosed (“A” = None), and no aggregate holdings across the fund family (“A” = None), signaling limited direct economic alignment with shareholders .
- Significant workload across 21 fund complex directorships could pose overboarding risk; the Fund’s bylaws include limits on service on other boards, but actual thresholds and compliance details are not provided .
- Director pay appears purely fixed with no disclosed performance-contingent elements, reducing pay-for-performance alignment signals for governance-sensitive investors .
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Conflicts:
- No related-party transactions or adviser/inter-affiliate interests for Ms. Sale or her immediate family are disclosed; independence thresholds are affirmed .