Eileen Kamerick
About Eileen A. Kamerick
Eileen A. Kamerick (born 1958) is the Independent Chair of the Board of ClearBridge Energy Midstream Opportunity Fund Inc. (EMO) and has served as a Director since 2013. She is CEO of The Governance Partners, LLC (since 2015), an NACD Board Leadership Fellow (since 2016; Directorship Certified since 2019), and serves as an adjunct professor at Georgetown University Law Center (since 2021), University of Chicago Law School (since 2018), and University of Iowa College of Law (since 2007). Her core credentials include extensive finance and reporting experience as a former public-company CFO and board service at a highly regulated financial services company; she oversees 17 portfolios in the Franklin Templeton fund complex. As Chair, she leads executive sessions of Independent Directors and acts as liaison with management; she is an Independent Director under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Press Ganey Associates (health care informatics) | Chief Financial Officer | 2012–2014 | Finance and reporting leadership |
| Houlihan Lokey (investment bank) | Managing Director & Chief Financial Officer; President, Houlihan Lokey Foundation | 2010–2012 | Corporate finance, capital markets; philanthropic oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VALIC Company I | Director | Since Oct 2022 | Investment company board service |
| ACV Auctions Inc. | Director | Since 2021 | Public company board |
| Hochschild Mining plc | Director | Since 2016 | Precious metals company board |
| Associated Banc-Corp | Director | Since 2007 | Financial services company board |
| AIG Funds and Anchor Series Trust | Trustee (former) | 2018–2021 | Prior investment company boards |
Board Governance
- Board leadership: Kamerick serves as Independent Chair; the Board has eight directors, seven Independent; she leads agendas, executive sessions, and acts as liaison to management; Independent Directors meet outside management and are advised by independent counsel.
- Committee membership: She is a member of the Audit, Nominating, Compensation, and Pricing & Valuation Committees. Committee chairs: Audit—Nisha Kumar; Nominating—Hillary A. Sale; Pricing & Valuation—Carol L. Colman; Compensation—Peter Mason.
- Attendance and engagement: In FY2024, the Board held 4 regular and 6 special meetings; each Director attended at least 75% of meetings; no Director attended the 2024 Annual Meeting of Stockholders.
- Prior leadership: In 2023, EMO’s Chair was an interested director (Jane Trust); Kamerick served as Lead Independent Director, chairing executive sessions and liaising with management.
| Governance Activity | FY2024 Frequency | Notes |
|---|---|---|
| Board Meetings | 4 regular; 6 special | ≥75% attendance by each Director; no 2024 Annual Meeting attendance |
| Audit Committee | 5 meetings | All Independent Directors; Chair: Nisha Kumar; committee financial expert designated |
| Nominating Committee | 7 meetings | All Independent Directors; Chair: Hillary A. Sale; robust candidate evaluation process |
| Pricing & Valuation Committee | 4 meetings | All Independent Directors; Chair: Carol L. Colman |
| Compensation Committee | 1 meeting | All Independent Directors; Chair: Peter Mason; sets director compensation |
Independence and conflicts controls:
- All standing committees comprise only Independent Directors under NYSE standards and the 1940 Act.
- Non-interested Directors (including Kamerick) and their immediate families had no interest in FTFA (adviser) or affiliates as of Dec 31, 2024.
- Nominating Committee applies qualification requirements including experience, character, fitness, and limits on other board service to manage time-commitment and conflict risk.
Fixed Compensation
| Year | Aggregate Compensation from EMO (USD) | Total Compensation from Fund Complex (USD) |
|---|---|---|
| 2023 | $58,866 | $457,000 |
| 2024 | $77,297 | $506,000 |
Notes:
- Amounts include service on EMO’s committees and committees of other investment companies in the Franklin Templeton fund complex; EMO provides no pension or retirement benefits to Directors.
Performance Compensation
- The proxy discloses aggregate director compensation totals and committee duties; it does not present bonuses, stock awards, option grants, or performance metrics tied to director pay. Director compensation is recommended by the Compensation Committee.
Other Directorships & Interlocks
| Company/Entity | Industry | Role | Potential Interlock/Conflict Assessment |
|---|---|---|---|
| Associated Banc-Corp | Financial services | Director | No disclosed related-party ties to EMO’s adviser or affiliates. |
| ACV Auctions Inc. | Auto auctions/marketplace | Director | No disclosed related-party ties to EMO’s adviser or affiliates. |
| Hochschild Mining plc | Metals/mining | Director | No disclosed related-party ties to EMO’s adviser or affiliates. |
| VALIC Company I | Investment company | Director | Separate fund complex; independence preserved under EMO’s policies. |
Expertise & Qualifications
- Financial and reporting expertise from CFO roles in healthcare and investment banking; recognized NACD Board Leadership Fellow and Directorship 100 honoree, indicating governance proficiency.
- Investment management and risk oversight experience cited in EMO’s proxy as a board qualification.
Equity Ownership
| Date | EMO Dollar Range | Family of Investment Companies Dollar Range | Group Beneficial Ownership Note |
|---|---|---|---|
| Dec 31, 2023 | A = None | E = Over $100,000 | Group (Directors & officers) <1% of EMO outstanding shares (as of Feb 7, 2024). |
| Dec 31, 2024 | C = $10,001–$50,000 | E = Over $100,000 | Group (Directors & officers) <1% of EMO outstanding shares (as of Feb 7, 2025). |
Stock ownership guidelines and pledging/hedging: Not disclosed in EMO’s proxy.
Governance Assessment
Strengths
- Independent Chair with deep finance and board governance background; committees composed entirely of Independent Directors enhance oversight integrity.
- High committee activity (e.g., Audit 5x; Nominating 7x; Pricing & Valuation 4x) suggests engaged Board processes; Kamerick participates across all key committees.
- Independence safeguards and explicit lack of adviser/affiliate interests for non-interested Directors reduce related-party risk.
- Ownership alignment improved from no EMO holdings (2023) to $10,001–$50,000 (2024) while maintaining >$100k across the fund family.
Watch items / potential red flags
- No Directors attended the 2024 Annual Meeting; while not required, absence may be viewed as a shareholder engagement gap.
- Multi-board workload (17 investment company directorships plus several public boards) raises time-commitment risk, though EMO’s qualification framework explicitly evaluates limits on outside board service and willingness to commit time.
- Group beneficial ownership remains <1%, which can be perceived as limited aggregate “skin-in-the-game,” though Kamerick increased her direct EMO exposure year over year.
Audit and risk oversight signal
- Audit Committee unanimity in recommending inclusion of audited financials and full approval of PwC fees (audit, tax, other) indicates structured oversight; tax fees increased YoY reflecting expanded tax work scope.
Overall, Kamerick’s independent leadership, cross-committee engagement, and increased personal EMO ownership support board effectiveness; primary monitoring points are shareholder meeting engagement and the breadth of external commitments relative to EMO’s needs.