Nisha Kumar
About Nisha Kumar
Nisha Kumar (born 1970) is an independent director of Western Asset High Income Opportunity Fund Inc. (HIO) since 2019. She chairs the Audit Committee and sits on the Nominating, Compensation, and Pricing & Valuation Committees; the Board has determined she is an “audit committee financial expert.” Her background includes senior finance roles (CFO/CAO) at Rent the Runway and AOL, and Managing Director/CFO/CCO at Greenbriar Equity Group; education is not disclosed in the proxy. She is a member of the Council on Foreign Relations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenbriar Equity Group, LP | Managing Director; Chief Financial Officer; Chief Compliance Officer | 2011–2021 | Senior finance, compliance leadership |
| Rent the Runway, Inc. | Chief Financial Officer; Chief Administrative Officer | 2011 | Senior operating finance role |
| AOL LLC (Time Warner Inc. subsidiary) | Executive Vice President; Chief Financial Officer | 2007–2009 | Corporate finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stonepeak-Plus Infrastructure Fund LP | Director | Since 2025 | Current directorship |
| Birkenstock Holding plc | Director | Since 2023 | Current public company board |
| The India Fund, Inc. | Director | Since 2016 | Current closed-end fund board |
| Aberdeen Income Credit Strategies Fund | Director | 2017–2018 | Former closed-end fund board |
| The Asia Tigers Fund, Inc. | Director | 2016–2018 | Former closed-end fund board |
Board Governance
- Independence: Listed as a “Non-Interested Director” and counted among seven Independent Directors on an eight-person Board; independent under NYSE standards .
- Roles: Audit Committee Chair and audit committee financial expert; member of Nominating, Compensation, Pricing & Valuation Committees .
- Attendance: Board held four regular meetings in FY ended 9/30/2024; each Director attended at least 75% of aggregate Board and committee meetings. No Director attended the 2024 Annual Meeting of Stockholders .
- Committee activity: Audit met 4x; Nominating met 7x; Pricing & Valuation met 4x; Compensation met 1x in FY2024 .
- Board leadership: Chair of the Board is Independent (Eileen Kamerick); Independent Directors meet in executive session and are advised by independent counsel .
| Committee | Membership | Chair | Meetings (FY 2024) |
|---|---|---|---|
| Audit | Member; Chair | Nisha Kumar | 4 |
| Nominating | Member | Hillary A. Sale | 7 |
| Pricing & Valuation | Member | Carol L. Colman | 4 |
| Compensation | Member | Peter Mason | 1 |
Fixed Compensation
| Metric | FY 2024 | Calendar 2024 |
|---|---|---|
| Aggregate Compensation from HIO | $21,072 | — |
| Total Compensation from Fund Complex | — | $486,000 |
| Pension/Retirement Benefits | None provided to Directors | None provided to Directors |
- Notes: Compensation reflects service across committees and across the Franklin Templeton fund complex (17 investment company directorships); amounts include committee service across funds advised by FTFA .
Performance Compensation
| Component | Status | Details |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed | Proxy presents cash compensation; no equity awards disclosed for Directors |
| Option awards | Not disclosed | No option grants disclosed |
| Performance cash bonus | Not disclosed | No performance-based director bonuses disclosed |
| Performance metrics (TSR/EBITDA/ESG) | Not disclosed | No performance metric framework disclosed for Director pay |
| Clawbacks/COC provisions | Not disclosed | Not addressed for Directors in proxy |
Other Directorships & Interlocks
| Entity | Type | Relationship Risk/Interlock |
|---|---|---|
| Birkenstock Holding plc | Public company | External board; no HIO-related transaction disclosed |
| The India Fund, Inc. | Closed-end fund | Additional fund board; potential time-commitment load; no HIO-related transaction disclosed |
| Stonepeak-Plus Infrastructure Fund LP | Private fund | External role; no HIO-related transaction disclosed |
| Prior: Aberdeen Income Credit Strategies Fund; The Asia Tigers Fund | Closed-end funds | Former boards; no current interlocks |
- Related-party exposure: The proxy states no Director or nominee (who is not an “interested person”), nor immediate family members, had any interest in the adviser or affiliates as of 12/31/2024 .
Expertise & Qualifications
- Financial leadership: Former CFO roles (AOL, Rent the Runway) and Managing Director/CFO/CCO at Greenbriar; Board designates her as audit committee financial expert .
- Breadth of oversight: Oversees 17 portfolios in the fund complex, indicating broad investment company board experience .
- Civic/Policy: Member, Council on Foreign Relations .
Equity Ownership
| Measure | HIO | Fund Family Aggregate |
|---|---|---|
| Dollar Range of Equity Securities | A = None | E = Over $100,000 |
| Individual % Ownership of HIO | Not disclosed; group <1% | — |
| Shares pledged/hedged | Not disclosed | — |
- Group ownership: Directors and officers as a group owned less than 1% of HIO common shares as of Feb 7, 2025 .
Governance Assessment
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Strengths:
- Audit Chair with “financial expert” designation; active committee cadence (Audit 4x, Pricing & Valuation 4x, Nominating 7x), supporting robust oversight of reporting, valuation, and director nominations .
- Independent Board structure with Independent Chair; executive sessions and independent counsel support objective oversight .
- No related-party interests with the adviser or affiliates disclosed for independent directors, mitigating conflicts .
- Audit Committee’s formal report and full pre-approval oversight of auditor services; clear boundaries on non-audit services, supporting auditor independence .
-
Concerns/RED FLAGS:
- Zero disclosed direct ownership in HIO (Dollar Range “A”), which may weaken alignment; although aggregate fund family exposure is “E” (> $100k), this is not specific to HIO .
- No attendance by any Director at the 2024 Annual Meeting of Stockholders, which can be perceived as lower shareholder engagement despite ≥75% meeting attendance overall .
- Compensation is predominantly cash and driven by broader fund-complex service ($486k calendar 2024), raising potential time-commitment load and reliance on complex-wide remuneration rather than HIO-specific equity alignment; no performance-based structures disclosed .
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Net view: Governance profile benefits from strong audit leadership and independent board processes; main alignment gap is lack of HIO share ownership and absence of performance-linked director pay. Continued monitoring of attendance at annual meetings and any evolution toward equity-linked director compensation could improve investor confidence .