Hillary Sale
About Hillary A. Sale
Hillary A. Sale (born 1961) is an Independent Director of GDO, serving since November 15, 2024. She chairs the Nominating Committee and is a member of the Audit, Compensation, and Pricing & Valuation Committees. 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 (since 2018); she was Associate Dean for Strategy at Georgetown Law (2020–2023) and is a National Association of Corporate Directors (NACD) Board Faculty Member (since 2021). She previously served on the Board of Governors of FINRA (2016–2022) and oversees 17 portfolios within the Franklin Templeton fund complex as a director of GDO’s complex as of the proxy date .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Georgetown Law Center | Associate Dean for Strategy | 2020–2023 | Senior academic leadership role |
| FINRA | Member, Board of Governors | 2016–2022 | Oversight of U.S. securities self-regulatory organization |
| DirectWomen (nonprofit) | Member | 2007–2022 | Board diversity advocacy; transitioned out in 2022 |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Georgetown Law Center | Agnes Williams Sesquicentennial Professor of Leadership & Corporate Governance | 2018 | Concurrent academic role |
| Georgetown McDonough School of Business | Professor of Management | 2018 | Concurrent academic role |
| NACD | Board Faculty Member | 2021 | Director education/faculty role |
| Cboe U.S. Securities Exchanges | Director | 2022 | Exchange subsidiary board |
| Cboe Futures Exchange | Director | 2022 | Exchange subsidiary board |
| Cboe SEF | Director | 2022 | Swap execution facility board |
| Foundation Press (academic publisher) | Advisory Board Member | 2019 | Advisory role |
| DirectWomen Board Institute | Chair | 2019 | Leadership of board institute |
Board Governance
- Independence and status: Sale is a Non-Interested (Independent) Director under the 1940 Act and NYSE independence standards; all four standing committees (Audit; Nominating; Compensation; Pricing & Valuation) are composed entirely of Independent Directors and chaired by Independent Directors .
- Committee assignments and leadership: Chair, Nominating Committee; Member, Audit; Member, Compensation; Member, Pricing & Valuation .
- Board structure: 8 directors, 7 Independent; Eileen A. Kamerick is Chair of the Board (Independent) .
- Meetings and attendance: In FY ended Oct 31, 2024, the Board held 4 regular and 1 special meeting; each Director attended at least 75% of the Board/committee meetings for which they were eligible. Note: Sale became a Director effective Nov 15, 2024 (post fiscal year-end) .
- Committee activity (FY2024): Audit met 5x; Nominating met 7x; Pricing & Valuation met 4x; Compensation met 1x .
| Committee | Role (Sale) | Independent-only? | FY2024 Meetings |
|---|---|---|---|
| Nominating | Chair | Yes | 7 |
| Audit | Member | Yes | 5 |
| Pricing & Valuation | Member | Yes | 4 |
| Compensation | Member | Yes | 1 |
Fixed Compensation
| Director | Aggregate Compensation from GDO (FY ended 10/31/24) | Total Compensation from Fund & Fund Complex (Calendar 2024) |
|---|---|---|
| Hillary A. Sale | $0 | $32,989 |
- Notes: Amounts reflect service across committees and within the Franklin Templeton fund complex; the Fund provides no pension or retirement benefits to Directors .
Performance Compensation
- No performance-based elements, equity awards, or performance metrics for directors were disclosed in the proxy; director compensation reflects service-based fees across the fund complex .
Other Directorships & Interlocks
| Entity | Type | Role | Since | Potential Interlock/Conflict Relevance |
|---|---|---|---|---|
| Cboe U.S. Securities Exchanges | Exchange subsidiary | Director | 2022 | Market infrastructure; no related-party interest with GDO’s adviser disclosed |
| Cboe Futures Exchange | Exchange subsidiary | Director | 2022 | Same as above |
| Cboe SEF | Swap execution facility | Director | 2022 | Same as above |
- Related-party checks: As of Dec 31, 2024, no Independent Director (including Sale) or immediate family members had any interest in the Fund’s investment adviser or its affiliates; the nominees, Directors and officers as a group owned <1% of outstanding common shares .
Expertise & Qualifications
- Governance/Regulatory: Leadership and corporate governance academic expertise; former FINRA Board member .
- Director development: NACD Board Faculty Member .
- Leadership: Chair of the Nominating Committee; leads director recruitment and qualification processes under bylaw-based Director qualification requirements (experience, limits on other boards, character/fitness), which the Nominating Committee applies at its discretion .
Equity Ownership
| Director | Dollar Range of Equity Securities in GDO | Aggregate Dollar Range in All Funds Overseen (Family of Investment Companies) | As-of Date |
|---|---|---|---|
| Hillary A. Sale | A (None) | A (None) | Dec 31, 2024 |
- Dollar range key: A=None; B=$1–$10,000; C=$10,001–$50,000; D=$50,001–$100,000; E=Over $100,000 .
- Section 16: The Fund believes all required Section 16(a) filings were made in FY2024 .
Governance Assessment
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Strengths
- Independence and committee leadership: Sale is independent and chairs the Nominating Committee, with active committee cadence (Nominating met 7x; Audit 5x; Pricing & Valuation 4x), signaling engagement and governance rigor .
- Relevant governance and regulatory expertise: Georgetown governance professorship, NACD faculty, and prior FINRA Board service enhance board oversight capability .
- Board independence and oversight structure: Super-majority independent board with independent Chair; committees fully independent; executive sessions of independents occur regularly .
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Potential concerns/RED FLAGS
- Low direct ownership: As of Dec 31, 2024, Sale reported “None” in GDO and “None” in the family of investment companies—potentially weak “skin in the game” alignment for a closed-end fund board role .
- Limited compensation disclosure granularity: The proxy lists aggregate amounts but no explicit cash/equity mix or fee schedule; however, it notes no pension/retirement benefits, and compensation is service-based across the fund complex .
- Attendance attribution caution: While FY2024 attendance met the 75% threshold for directors, Sale’s appointment was effective after fiscal year-end (Nov 15, 2024), so FY2024 attendance data does not reflect her service period .
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Conflict checks
- No disclosed related-party interests with the adviser or its affiliates for Sale; no group ownership concentration (>5%) by insiders; Section 16 compliance reported .