Hillary A. Sale
About Hillary A. Sale
Born in 1961, Hillary A. Sale is an independent director of Western Asset Emerging Markets Debt Fund Inc. (NYSE: EMD) effective November 15, 2024, and currently chairs the Nominating Committee while serving 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 Georgetown’s McDonough School of Business; she is NACD Board Faculty and previously served on the Board of Governors of FINRA (2016–2022) . She oversees 21 portfolios in the Franklin Templeton fund complex .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown Law Center | Associate Dean for Strategy | 2020–2023 | Strategic leadership role |
| FINRA | Member, Board of Governors | 2016–2022 | Governance oversight of U.S. market regulator |
| DirectWomen (nonprofit) | Member | 2007–2022 | Board diversity advocacy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBOE U.S. Securities Exchanges | Director | Since 2022 | Governance at major exchange operator |
| CBOE Futures Exchange | Director | Since 2022 | Derivatives market oversight |
| CBOE SEF | Director | Since 2022 | Swap execution facility governance |
| Foundation Press (academic publisher) | Advisory Board Member | Since 2019 | Curriculum/publication guidance |
| DirectWomen Board Institute | Chair | Since 2019 | Pipeline development for women directors |
| NACD | Board Faculty Member | Since 2021 | Board education and best practices |
Board Governance
- Independence and structure: EMD’s Board has eight directors, seven independent; the Board Chair is Independent (Eileen A. Kamerick) and independent directors regularly meet in executive sessions with independent counsel . Sale is classified as a Non-Interested Director (i.e., independent) and sits on only independent committees .
- Attendance and engagement: In FY 2024, the Board held four regular and one special meeting; each Director attended at least 75% of aggregate Board and committee meetings for which they were eligible .
- Committee assignments and leadership:
- Nominating Committee: Chair; met five times in FY 2024; charter available on Fund website .
- Audit Committee: Member; met six times in FY 2024; chaired by Nisha Kumar; two members designated “audit committee financial experts” .
- Pricing & Valuation Committee: Member; met four times in FY 2024; chaired by Carol Colman .
- Compensation Committee: Member; met twice in FY 2024; chaired by Peter Mason; sets independent director pay .
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Aggregate Compensation from EMD ($) | $3,470 | Effective date Nov 15, 2024; partial-year service |
| Total Compensation from Fund & Fund Complex in CY 2024 ($) | $32,989 | Includes service across committees and funds in FTFA complex |
| Pension/Retirement Benefits | None | Fund does not provide pension or retirement benefits to Directors |
- The proxy reports director cash compensation at the fund and complex level; specific retainer, meeting fees, or chair fee amounts are not itemized for individual directors .
Performance Compensation
| Component | Structure | FY 2024 Amount/Details |
|---|---|---|
| Annual/Discretionary Bonus | Not disclosed | Proxy presents aggregate cash compensation only; no director bonuses disclosed |
| Stock Awards (RSUs/PSUs) | Not disclosed | No director stock awards disclosed in the compensation table |
| Option Awards | Not disclosed | No director option awards disclosed in the compensation table |
| Performance Metrics | Not applicable | No performance-based compensation metrics disclosed for directors |
The Compensation Committee’s role is to recommend appropriate compensation for Independent Directors; detailed components or performance links are not provided in the proxy .
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| CBOE U.S. Securities Exchanges; CBOE Futures Exchange; CBOE SEF | Director | Exchange governance roles are adjacent to market infrastructure; EMD is a closed-end fund focused on EM debt—direct commercial conflicts not indicated |
| Foundation Press | Advisory Board Member | Academic publishing; no fund-related conflict indicated |
| DirectWomen Board Institute | Chair | Nonprofit governance; no fund-related conflict indicated |
- The proxy states that no independent Director nor immediate family members had any interest in the Fund’s investment adviser or Franklin Resources affiliates as of December 31, 2024, reducing related-party risk .
Expertise & Qualifications
- Academic and governance expertise: Senior professorship in leadership and corporate governance; management professor; NACD board faculty—indicates deep governance competency .
- Regulatory experience: FINRA Board of Governors tenure underscores market-regulatory perspective beneficial for audit/compliance oversight .
- Board qualifications: The proxy notes Sale’s experience as a college professor and as a board member for financial and corporate institutions; all committees requiring independence include her as a member .
Equity Ownership
| Holder | Dollar Range of EMD Equity | Aggregate Dollar Range Across FT Family |
|---|---|---|
| Hillary A. Sale | “A” = None | “A” = None |
- As of Dec 31, 2024, independent directors collectively owned less than 1% of EMD outstanding shares as a group; individual dollar range classifications are disclosed rather than share counts .
Governance Assessment
- Board effectiveness signals:
- Active committee work: Chair of Nominating; member of Audit, Compensation, and Pricing & Valuation—committees met 6/5/2/4 times respectively in FY 2024, indicating an engaged oversight cadence .
- Independence: Non-Interested Director status with independent committee composition and independent Board Chair supports robust oversight .
- Regulatory and governance credentials: FINRA and CBOE roles plus NACD faculty strengthen risk oversight and governance rigor .
- Alignment and potential concerns:
- Low direct ownership: Dollar range “None” in EMD and in the fund family reduces “skin-in-the-game” alignment signals typical for corporate issuers; however, closed-end fund boards often emphasize independence and fee-based compensation over equity holdings .
- Ownership policies: The proxy does not disclose director stock ownership guidelines, hedging, or pledging policies for directors—no data to assess guideline compliance or restrictions .
- Related-party exposure: No interests in the adviser or affiliates disclosed, mitigating conflict risk .
- Compensation transparency:
- Cash-only disclosure: Aggregate cash compensation is disclosed, but retainer, chair fees, and meeting fees are not itemized; no equity or performance pay is disclosed for directors, which reduces pay-for-performance complexity but limits granularity for benchmarking .
RED FLAGS
- None of the following are disclosed for directors: stock/option awards, performance metrics tied to compensation, hedging/pledging, or related-party transactions; the only potential investor-alignment concern is the “None” ownership level in EMD for Sale .