Hillary Sale

About Hillary Sale

Hillary A. Sale (birth year: 1961) is an Independent Director of ClearBridge Energy Midstream Opportunity Fund Inc. (EMO), serving as Chair of the Nominating Committee and a member of the Audit, Compensation, and Pricing & Valuation Committees. She was designated as a Preferred Share Director under the Fund’s charter and joined the Board effective November 15, 2024; her Class I term runs until the 2027 Annual Meeting. Professionally, she is the Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance at Georgetown Law Center and Professor of Management at the McDonough School of Business; she is also an NACD Board Faculty Member and previously served on FINRA’s Board of Governors (2016–2022) .

Past Roles

External Roles

Board Governance

• Independence and leadership: The Board has eight directors, seven of whom are Independent Directors; committees (Audit, Nominating, Compensation, Pricing & Valuation) are composed entirely of Independent Directors and chaired by an Independent Director. Eileen A. Kamerick serves as Independent Chair of the Board .
• Committee assignments: Sale chairs the Nominating Committee and serves on the Audit, Compensation, and Pricing & Valuation Committees .
• Preferred Share Director: Under the charter, preferred stockholders elect two directors; Sale is designated as a Preferred Share Director (with Eileen A. Kamerick) .
• Attendance and engagement: In FY 2024 the Board held four regular and six special meetings; each Director attended at least 75% of the aggregate number of Board and committee meetings for which they were eligible .
• Nominating criteria: The Nominating Committee evaluates independence, relationships that might impair independence, service on boards of competing financial service organizations, time commitment, character/integrity, and other qualification requirements in the bylaws (experience, limits on other boards, character/fitness) .

Board Meeting Cadence

Committee Activity (FY 2024)

Fixed Compensation

• The Fund discloses cash compensation only for directors and states it provides no pension or retirement benefits to directors .

Performance Compensation

• No equity awards (RSUs/PSUs), option awards, target bonuses, or performance-based metrics are disclosed for directors; the proxy presents director compensation as cash for Board and committee service .

Other Directorships & Interlocks

• No Director or nominee (who is not an “interested person”) nor immediate family members had any interest in the Fund’s investment adviser or entities controlling/controlled by Franklin Templeton as of December 31, 2024 .

Expertise & Qualifications

• The Board notes Sale’s experience as a college professor and as a board member for financial and corporate institutions; she oversees 17 portfolios in the Fund Complex .

Equity Ownership

• Directors and officers as a group beneficially owned less than 1% of EMO’s outstanding Common and Preferred Shares at February 7, 2025 .

Governance Assessment

• Positive signals:

  • Independent director chairing the Nominating Committee; broad committee participation enhances oversight (Audit, Compensation, Pricing & Valuation) .
  • Preferred Share Director designation ensures direct accountability to preferred holders, a governance nuance relevant for EMO’s capital structure .
  • Active committee cadence in FY 2024 (Audit 5, Nominating 7, Pricing & Valuation 4, Compensation 1) and Board meeting structure; Directors met the ≥75% attendance threshold .

• Neutral/monitoring:

  • Workload breadth: oversees 17 portfolios across the Fund Complex—beneficial for cross-fund insight but warrants monitoring of ongoing attendance and engagement .

• RED FLAGS:

  • Alignment risk: No EMO share ownership disclosed (Dollar Range “A” = None), and aggregate holdings across the family also “A”; this may signal limited “skin in the game” relative to common holders .
  • No performance-linked or equity-based director compensation disclosed—board pay appears entirely fixed cash, which can reduce market-aligned incentives for directors (typical for fund boards but still an alignment consideration) .

• Conflicts:

  • The proxy expressly discloses no director (non-interested) had any interest in the adviser or affiliates, mitigating related-party risk; Nominating policies explicitly screen for impairing relationships and service on competing financial service organizations .