Eileen A. Kamerick
About Eileen A. Kamerick
Independent director and Chair of the Board of Western Asset Emerging Markets Debt Fund Inc. (EMD). Born in 1958, she has served on EMD’s board since 2013 and was appointed Chair effective November 15, 2024; previously, she served as Lead Independent Director. Core credentials include CFO experience, governance consulting, and recognition as an “audit committee financial expert,” alongside academic appointments in law and corporate governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Governance Partners, LLC | Chief Executive Officer | Since 2015 | Governance advisory leadership |
| Press Ganey Associates | Chief Financial Officer | 2012–2014 | Health care informatics finance leadership |
| Houlihan Lokey | Managing Director & CFO; President, Houlihan Lokey Foundation | 2010–2012 | Investment bank finance and philanthropic oversight |
| Georgetown University Law Center | Adjunct Professor | Since 2021 | Corporate governance and leadership instruction |
| The University of Chicago Law School | Adjunct Professor | Since 2018 | Legal and governance education |
| University of Iowa College of Law | Adjunct Professor | Since 2007 | Legal education |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VALIC Company I | Director | Since Oct 2022 | Mutual fund complex oversight |
| ACV Auctions Inc. | Director | Since 2021 | Marketplace/tech governance |
| Associated Banc-Corp | Director | Since 2007 | Financial services oversight |
| Hochschild Mining plc | Director (former) | 2016–2023 | Precious metals governance |
| AIG Funds & Anchor Series Trust | Trustee (former) | 2018–2021 | Fund governance |
Board Governance
- Independence: Non-interested Director; Chair of the Board since Nov 15, 2024; previously Lead Independent Director (2024). Independent Directors constitute a super-majority (7 of 8).
- Committee memberships (FY 2024 oversight structure):
- Audit Committee member; designated “audit committee financial expert” by the Board. Audit Chair: Nisha Kumar; 6 meetings in FY 2024.
- Nominating Committee member. Nominating Chair: Hillary A. Sale; 5 meetings in FY 2024.
- Pricing & Valuation Committee member. Chair: Carol L. Colman; 4 meetings in FY 2024.
- Compensation Committee member. Chair: Peter Mason; 2 meetings in FY 2024.
- Board engagement: Board held 4 regular and 1 special meeting in FY 2024; each Director attended at least 75% of Board and committee meetings for which eligible. Independent Directors meet outside management; advised by independent counsel.
Committee & Meeting Activity (FY 2024)
| Body | Meetings Held | Chair | Kamerick Membership |
|---|---|---|---|
| Board of Directors | 5 total (4 regular + 1 special) | Chair: Eileen A. Kamerick (from Nov 15, 2024) | Yes |
| Audit Committee | 6 | Nisha Kumar | Yes; “financial expert” |
| Nominating Committee | 5 | Hillary A. Sale | Yes |
| Pricing & Valuation Committee | 4 | Carol L. Colman | Yes |
| Compensation Committee | 2 | Peter Mason | Yes |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate compensation from EMD ($) | $33,791 | $37,142 |
| Total compensation from Fund and Fund Complex ($) | $457,000 | $506,000 |
| Pension/retirement benefits | None provided by the Fund | None provided by the Fund |
- Compensation structure is set by the Independent Directors via the Compensation Committee; reflects service across EMD and related fund boards in the Franklin Templeton complex.
Performance Compensation
| Component | Description | Status |
|---|---|---|
| Performance-based cash or equity | Any bonus, RSUs/PSUs, options tied to financial/ESG metrics | Not disclosed; director pay reported as fixed fees and committee service compensation; no performance metrics identified in proxy materials |
Note: Closed-end fund director compensation is presented as cash fees for Board/committee service; no equity grants, options, or performance metric frameworks are disclosed in EMD’s proxy statements.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock Considerations |
|---|---|---|---|
| Associated Banc-Corp | Financial Services | Director (since 2007) | Financial services exposure; no related-party transactions with EMD/FTFA disclosed |
| ACV Auctions Inc. | Technology/Marketplace | Director (since 2021) | No EMD conflicts disclosed |
| VALIC Company I | Asset Management (Mutual Fund) | Director (since Oct 2022) | Multi-board service in financial services; Nominating Charter considers independence and competing orgs; no conflicts disclosed |
| Hochschild Mining plc (former) | Materials | Director (2016–2023) | Past board role; no current conflicts |
Expertise & Qualifications
- Audit/finance expertise: CFO background; designated “audit committee financial expert.”
- Governance credentials: NACD Board Leadership Fellow (since 2016), Directorship Certification (since 2019), NACD Directorship 100 honoree (2022).
- Academic governance leadership: Adjunct professor roles at Georgetown Law, University of Chicago Law, and University of Iowa.
- Fund governance experience: Service across 21 portfolios in Franklin Templeton fund complex enhances oversight depth.
Equity Ownership
| Period | Dollar Range of Equity Securities in EMD | Aggregate Dollar Range in All Funds Overseen (Family of Investment Companies) |
|---|---|---|
| As of Dec 31, 2023 | A = None | E = Over $100,000 |
| As of Dec 31, 2024 | A = None | E = Over $100,000 |
- Group ownership signal: Directors and officers as a group owned <1% of EMD’s outstanding shares at Aug 29, 2025.
Insider Trading and Section 16 Compliance
| Fiscal Year | Compliance Status |
|---|---|
| FY 2023 | All Section 16(a) and 1940 Act reporting requirements met (based on filings/review). |
| FY 2024 | All Section 16(a) and 1940 Act reporting requirements met (based on filings/review). |
Governance Assessment
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Strengths
- Board leadership: Independent Chair since Nov 15, 2024; previously Lead Independent Director—supports robust independent oversight and agenda-setting.
- Financial oversight: Dual designation of Kamerick and Audit Chair (Kumar) as “audit committee financial experts” enhances audit rigor. Audit Committee met 6 times in FY 2024.
- Engagement: Board and committees active (5 board meetings; 17 committee meetings total) with ≥75% attendance for all Directors; independent-only executive sessions and independent counsel support.
- Independence and conflicts: No director (non-interested) nor immediate family had interests in the adviser or affiliates; multi-board policies vetted via Nominating Committee qualification requirements.
-
Watch items / potential red flags
- Ownership alignment: “A = None” dollar range in EMD indicates no direct holding of fund shares; while common in fund complexes, this is a weaker skin-in-the-game signal for EMD specifically.
- Control-share regime: Fund’s opt-in to Maryland Control Share Acquisition Act (MCSAA) can constrain activist voting of “control shares,” affecting shareholder rights—monitor implications for governance dynamics.
-
Compensation structure
- Cash-only director fees across fund boards; year-over-year increase in total complex compensation ($457k → $506k) reflects expanded portfolio oversight (not performance pay). No pensions or performance-based components disclosed.
Overall, Kamerick’s profile shows strong governance credentials, deep audit/finance expertise, and high engagement as independent Chair. The primary alignment consideration is her absence of direct EMD share ownership; however, independence safeguards and committee structures appear robust, with no related-party exposures disclosed.