Nisha Kumar

About Nisha Kumar

Independent director (since 2019) and Chair of the Audit Committee at Western Asset Emerging Markets Debt Fund Inc. (EMD); also a member of the Nominating, Compensation, and Pricing & Valuation Committees. Born in 1970, with a finance and CFO background (Greenbriar Equity Group CFO/CCO 2011–2021; Rent the Runway CFO in 2011; AOL LLC EVP & CFO 2007–2009) and membership in the Council on Foreign Relations . Non‑interested (independent) director; nominee for re‑election in 2025 to a term through the 2028 annual meeting .

Past Roles

External Roles

Board Governance

• Board structure: 8 directors, 7 independent; Independent Chair (Eileen A. Kamerick) with regular executive sessions of independent directors; independent counsel to the Board .
• Committee leadership: Kumar is Audit Committee Chair and designated “audit committee financial expert”; also serves on Nominating, Compensation, and Pricing & Valuation Committees .
• Meeting cadence and attendance: FY2024 had 4 regular and 1 special Board meeting; each director attended at least 75% of eligible Board and committee meetings .
• Committee activity (FY2024): Audit (6); Nominating (5); Pricing & Valuation (4); Compensation (2) .

Fixed Compensation

• Fund discloses director compensation totals (cash retainer/fees across Board and all committees); no pension/retirement benefits are provided; interested director receives no remuneration from the Fund .
• Compensation reflects service across 21 Franklin Templeton funds in the complex (as of 2024–2025 expansion) .

Performance Compensation

• No performance‑linked compensation, equity grants, options, or PSU/RSU awards for directors are described; proxy presents cash compensation totals and committee service only .

Other Directorships & Interlocks

• Current external boards include Birkenstock Holding plc (consumer), Stonepeak‑Plus Infrastructure Fund LP (infrastructure), and The India Fund, Inc. (investment company); prior boards include Aberdeen Income Credit Strategies Fund and The Asia Tigers Fund, Inc. .
• The India Fund involvement represents an interlock within the investment company ecosystem; however, EMD’s proxy states independent directors (including Kumar) and immediate family had no interests in FTFA or affiliates as of 12/31/2024, mitigating related‑party risk .

Expertise & Qualifications

• Deep CFO and compliance experience across private equity and operating companies; designated “audit committee financial expert” by the Board .
• Oversees 21 portfolios in the Franklin Templeton fund complex, evidencing scale of governance workload and cross‑fund oversight experience .

Equity Ownership

• Section 16(a) compliance: Fund reports all required ownership filings were met for FY2024 .

Governance Assessment

• Strengths

  • Independent Audit Chair and designated financial expert; robust audit oversight (6 meetings in FY2024) .
  • Board super‑majority independence with independent Chair and executive sessions; independent counsel support .
  • Clear committee mandates and active schedule across Nominating, Compensation, and Valuation .
  • No independent director or immediate family interests in adviser or affiliates as of 12/31/2024 (reduced related‑party exposure) .

• Risks and potential red flags

  • No personal holdings in EMD (Dollar Range “A”=None), which weakens direct alignment at the fund level; however, aggregate holdings across the family of investment companies increased to “E” (> $100k) by 12/31/2024, partially offsetting alignment concerns across the complex .
  • Significant cross‑fund oversight (21 portfolios) and multiple external boards could present time‑commitment pressure; qualification policies include limits on other boards, but workload warrants monitoring .
  • Compensation rising year‑over‑year (EMD +$3,404; complex +$51,000) without disclosed performance criteria is typical for fund boards but provides limited pay‑for‑performance linkage .

• Notes

  • Kumar is nominated for re‑election to a term through the 2028 annual meeting; shareholders will vote on her election at the 2025 meeting .
  • Audit Committee operates under a written charter; oversees auditor independence and pre‑approval of permissible non‑audit services; PwC audit/tax fees disclosed (no audit‑related or other fees at the Fund level) .

Overall: Audit leadership, independence, and committee activity support governance quality. Alignment at the specific fund level is limited by zero EMD ownership, while broader complex holdings and extensive CFO experience provide partial offset. Monitor time‑commitment across 21 portfolios and external boards, and continue assessing director‑level ownership/incentive alignment at the fund.