Hillary Sale

About Hillary A. Sale

Hillary A. Sale (birth year: 1961) is an independent director of Western Asset High Income Opportunity Fund Inc. (HIO), appointed effective November 15, 2024. She serves on the Audit, Compensation, and Pricing & Valuation Committees and chairs the Nominating Committee; her current term is Class II, serving until the 2027 Annual Meeting of Stockholders. Sale is the Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance at Georgetown Law Center and a Professor of Management at Georgetown’s McDonough School of Business, with prior service on FINRA’s Board of Governors (2016–2022), signaling deep regulatory and governance expertise .

Past Roles

External Roles

Board Governance

• Independence: Non-interested director under the 1940 Act and independent per NYSE standards; all standing committees (Audit, Nominating, Compensation, Pricing & Valuation) are fully independent and chaired by independent directors .
• Committee roles: Member of Audit, Compensation, Pricing & Valuation; Chair of Nominating Committee .
• Committee activity (FY ended 9/30/2024): Audit met 4x; Nominating met 7x; Pricing & Valuation met 4x; Compensation met 1x (Sale was appointed after FY-end, but current composition reflects her chair role at Nominating) .
• Board leadership: Eileen A. Kamerick serves as independent Chair; independent directors regularly meet in executive session outside management .
• Attendance: For FY ended 9/30/2024, each director attended at least 75% of eligible Board and committee meetings; no director attended the 2024 Annual Meeting (Sale joined after FY-end) .
• Overboarding/time commitments: Each director currently holds 17 investment company directorships within the Fund Complex, indicating significant workload and potential time allocation considerations .

Fixed Compensation

• Notes: Sale became a director effective November 15, 2024; the Fund pays no pension or retirement benefits to directors .

Performance Compensation

• No performance-based compensation for directors is disclosed in the proxy (no bonuses, option grants, or performance share awards listed for HIO directors; only aggregate compensation amounts are provided) .

Other Directorships & Interlocks

• Related-party exposure: As of Dec 31, 2024, no independent director (including Sale) nor immediate family members had any interest in the Fund’s investment adviser or affiliates (other than the Fund itself), reducing conflict risk .

Expertise & Qualifications

• Governance/regulatory: FINRA Board of Governors alumna; NACD Board Faculty Member; Georgetown Law corporate governance professorship .
• Committee fit: Service on Audit Committee alongside an “audit committee financial expert” chair (Nisha Kumar) strengthens oversight; Sale chairs Nominating, aligning with board refreshment responsibilities .
• Fund complex oversight: Oversees 17 portfolios within the Franklin Templeton fund complex, indicating experience with investment company governance .

Equity Ownership

• As of Feb 7, 2025, directors and officers as a group owned less than 1% of HIO outstanding shares, signaling low insider equity alignment at the fund-level; Sale’s individual dollar range in HIO was “None” as of year-end 2024 .

Governance Assessment

• Strengths:

  • Independent director with substantial governance-regulatory credentials (Georgetown governance professorship; FINRA Board), enhancing board effectiveness in oversight and compliance .
  • Committee engagement: Chair of Nominating; robust committee cadence in FY 2024 (7 nominating meetings), consistent with board refreshment and director recruitment efforts around the November 2024 additions .
  • Independent board leadership and regular executive sessions bolster investor confidence in oversight quality .

• Concerns/Red Flags:

  • Equity alignment: Sale reported no HIO share ownership as of Dec 31, 2024, suggesting limited “skin-in-the-game” alignment common to investment company boards; group ownership is <1% of outstanding .
  • Overboarding/time intensity: 17 fund complex directorships may constrain capacity for deep engagement; monitoring attendance and committee contributions in post-appointment periods is prudent .
  • Annual meeting engagement: No director attended the 2024 Annual Meeting (pre-appointment for Sale), a modest negative signal for investor engagement norms; should be monitored in future cycles .

• Net view: Sale’s regulatory and governance expertise, independence, and nominating leadership are positive for board quality. The primary investor-alignment gap is the lack of disclosed HIO share ownership; continued review of post-appointment attendance and committee participation will be key to assessing ongoing effectiveness .