Eileen Kamerick
About Eileen A. Kamerick
Independent Director born 1958; serves as Board Chair of Western Asset High Income Opportunity Fund Inc. (“HIO”) and has been on the Board since 2013. Background includes CEO of The Governance Partners, LLC (since 2015), NACD Board Leadership Fellow and Directorship Certification (since 2019), and adjunct professorships at Georgetown University Law Center (since 2021), University of Chicago Law School (since 2018), and University of Iowa College of Law (since 2007); prior CFO roles at Press Ganey Associates (2012–2014) and Houlihan Lokey (2010–2012) . In 2025 she is the independent Chair of HIO’s Board; previously served as Lead Independent Director in 2023–2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Press Ganey Associates | Chief Financial Officer | 2012–2014 | Finance leadership; financial reporting oversight |
| Houlihan Lokey | Managing Director & Chief Financial Officer; President, Houlihan Lokey Foundation | 2010–2012 | Investment bank finance leadership; philanthropy governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Governance Partners, LLC | Chief Executive Officer | Since 2015 | Governance consulting leadership |
| Georgetown University Law Center | Adjunct Professor | Since 2021 | Corporate governance teaching |
| University of Chicago Law School | Adjunct Professor | Since 2018 | Corporate governance/finance teaching |
| University of Iowa College of Law | Adjunct Professor | Since 2007 | Corporate governance/finance teaching |
| Associated Banc-Corp | Director | Since 2007 | Public company board experience (financial services) |
| ACV Auctions Inc. | Director | Since 2021 | Public company board experience (technology/auto marketplace) |
| VALIC Company I | Director | Since Oct 2022 | Investment company oversight |
| Hochschild Mining plc | Director (former) | 2017–2023 | Precious metals board oversight |
| AIG Funds and Anchor Series Trust | Trustee (former) | 2018–2021 | Fund governance |
| NACD | Board Leadership Fellow; Directorship Certification | Fellow since 2016; Certification since 2019 | Director education and credentialing |
Board Governance
- Current role: Independent Chair of HIO’s Board; Board comprises eight directors, seven independent; Chair leads agendas, presides over meetings, leads executive sessions, and acts as liaison between independent directors and management .
- Committee memberships: Member of Audit, Nominating, Compensation, and Pricing & Valuation Committees; committee chairs are Nisha Kumar (Audit), Hillary A. Sale (Nominating), Peter Mason (Compensation), and Carol L. Colman (Pricing & Valuation) .
- Independence: Classified as a “Non-Interested Director” (independent) under the Investment Company Act and NYSE standards .
- Attendance/engagement: Board held four regular meetings in FY ended 9/30/2024; each Director attended at least 75% of Board and committee meetings; no Directors attended the 2024 Annual Meeting (no formal policy on annual meeting attendance) .
- Prior leadership: Served as Lead Independent Director when an interested Chair led the Board in 2023–2024 .
- Committee activity levels (FY 2024): Audit met 4x; Nominating 7x; Pricing & Valuation 4x; Compensation 1x .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Aggregate Compensation from HIO (FY ended 9/30) ($) | 22,652 | 22,344 | 22,309 |
| Total Compensation from Fund and Fund Complex (CY ended 12/31) ($) | 333,778 | 457,000 | 506,000 |
- The Fund does not provide pension or retirement benefits to Directors .
Performance Compensation
| Component | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed; proxy presents only cash compensation amounts for Directors |
| Options (strike, vesting) | Not disclosed |
| Performance metrics (TSR, EBITDA, etc.) | Not disclosed for Director compensation |
| Clawbacks/COC provisions | Not disclosed for Directors |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Associated Banc-Corp | Financial Services | Director | No related-party interest with HIO’s adviser or affiliates disclosed; independence affirmed |
| ACV Auctions Inc. | Technology/Auto | Director | No related-party interest with adviser/affiliates disclosed |
| VALIC Company I | Investment Company | Director | Fund governance experience; no related-party interest with HIO adviser/affiliates disclosed |
| Hochschild Mining plc (former) | Materials | Director | Former role ended 2023 |
| AIG Funds and Anchor Series Trust (former) | Investment Company | Trustee | Former roles ended 2021 |
The proxy states no Director who is not “interested,” nor immediate family members, had any interest in the Fund’s adviser or affiliates as of the applicable year-end, mitigating related-party conflict concerns .
Expertise & Qualifications
- Finance and audit expertise: CFO experience and financial reporting background; recognized as NACD Directorship 100 honoree (2022) .
- Regulatory and governance: Extensive fund governance across 17 portfolios in 2025 (prior years: 18 in 2024; 19 in 2023), indicating broad oversight experience within the Franklin Templeton complex .
- Academic credentials: Adjunct professor roles at leading law schools focused on leadership and corporate governance .
Equity Ownership
| Metric | As of 12/31/2022 | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|---|
| Dollar range of equity securities in HIO | A = None | A = None | A = None |
| Aggregate dollar range in all funds overseen in family | E = Over $100,000 | E = Over $100,000 | E = Over $100,000 |
| Group ownership (Directors/officers as a group) | <1% of outstanding shares (as of record date) | <1% of outstanding shares (as of record date) | <1% of outstanding shares (as of record date) |
Governance Assessment
- Board effectiveness: As independent Chair, Kamerick enhances oversight and agenda-setting independence; robust committee cadence (particularly Nominating at 7 meetings in FY 2024) signals active governance engagement .
- Independence and conflicts: Classified as non-interested; proxy affirmatively discloses no related-party interests with the adviser or its affiliates, reducing conflict risk .
- Compensation alignment: Director pay appears entirely cash-based with no disclosed equity or performance-linked components; lack of equity ownership in HIO (A=None for three straight years) weakens “skin-in-the-game” alignment. RED FLAG: no HIO share ownership disclosed .
- Attendance: Meets minimum engagement threshold (≥75% attendance); Board/committee meeting activity supports adequate oversight cadence .
- Leadership transition: Movement from Lead Independent Director (2023–2024) to independent Board Chair (2025) is a positive governance signal, strengthening independent oversight of the adviser and subadvisers .