Eileen A. Kamerick
About Eileen A. Kamerick
Eileen A. Kamerick (born 1958) is an Independent Director of Western Asset High Income Fund II Inc. (HIX) and serves as Chair of the Board since November 15, 2024; she has been on the Board since 2013. She is CEO of The Governance Partners, LLC, an NACD Board Leadership Fellow (Directorship Certification since 2019), and adjunct professor at Georgetown Law (since 2021), University of Chicago Law School (since 2018), and University of Iowa College of Law (since 2007); previously CFO at Press Ganey (2012–2014) and Managing Director/CFO at Houlihan Lokey and President of the Houlihan Lokey Foundation (2010–2012). The Board highlights her experience in business and finance including financial reporting and service on a highly regulated financial services company board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Press Ganey Associates | Chief Financial Officer | 2012–2014 | Finance and reporting leadership relevant to audit oversight |
| Houlihan Lokey | Managing Director & Chief Financial Officer; President, Houlihan Lokey Foundation | 2010–2012 | Capital markets and governance experience cited by Board |
| Georgetown University Law Center | Adjunct Professor | Since 2021 | Corporate governance/leadership instruction |
| University of Chicago Law School | Adjunct Professor | Since 2018 | Corporate governance/finance curriculum |
| University of Iowa College of Law | Adjunct Professor | Since 2007 | Corporate governance/finance curriculum |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Associated Banc-Corp (NYSE: ASB) | Director | Since 2007 | Financial services board |
| ACV Auctions Inc. (NASDAQ: ACVA) | Director | Since 2021 | Technology/auto auctions |
| VALIC Company I | Director | Since Oct 2022 | Investment company board |
| Hochschild Mining plc | Director (former) | 2016–2023 | Precious metals company |
| AIG Funds and Anchor Series Trust | Trustee (former) | 2018–2021 | Investment funds |
Board Governance
- Current role: Chair of the Board (Independent), appointed November 15, 2024; previously served as Lead Independent Director. The Chair presides over meetings, sets agendas, leads executive sessions of Independent Directors, and serves as liaison to management.
- Independence: HIX’s Board has a super-majority of Independent Directors; all standing committees (Audit; Nominating; Compensation; Pricing & Valuation) are comprised solely of Independent Directors and chaired by Independent Directors.
- Committee memberships (current): Member—Audit; Nominating; Compensation; Pricing & Valuation. Committee chairs: Audit—Nisha Kumar; Nominating—Hilary A. Sale; Compensation—Peter Mason; Pricing & Valuation—Carol L. Colman.
- Attendance and engagement: FY ended April 30, 2025—Board held 4 regular and 3 special meetings; each Director attended at least 75% of eligible Board/committee meetings; no Director attended the 2024 Annual Meeting of stockholders (company has no formal policy on annual meeting attendance).
- Audit expertise: Determined by Board as an “audit committee financial expert” (2024); prior N-CSR also lists Kamerick among audit committee financial experts.
- Committee composition changes: New Independent Directors (Sale, Grillo, Mason) joined Nov 15, 2024; Cronin and Cucchi resigned Dec 31, 2024; Board currently 8 directors (7 Independent).
Fixed Compensation
Director cash compensation is set by the Compensation Committee across the Franklin Templeton/Western Asset closed-end fund complex; HIX does not provide pension or retirement benefits to Directors.
| Metric | FY 2023 (ended 04/30/23) | FY 2024 (ended 04/30/24) | FY 2025 (ended 04/30/25) |
|---|---|---|---|
| Aggregate Compensation from HIX ($) | $19,254 | $18,819 | $24,530 |
| Metric | CY 2022 | CY 2023 | CY 2024 |
|---|---|---|---|
| Total Compensation from Fund Complex ($) | $333,778 | $457,000 | $506,000 |
| Number of Fund Complex Directorships | 19 | 16 | 21 |
Performance Compensation
- The proxy discloses only director fee amounts; it does not describe performance-based metrics (e.g., TSR, EBITDA) or equity-based awards for Independent Directors. Compensation policy oversight is via the Independent Compensation Committee.
| Performance Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Bonus metrics (TSR/EBITDA/ESG) | Not disclosed | Not disclosed | Not disclosed |
| Equity awards (RSUs/Options) | Not disclosed | Not disclosed | Not disclosed |
Other Directorships & Interlocks
| Company | Relationship to HIX | Potential Interlock/Conflict Considerations |
|---|---|---|
| Associated Banc-Corp; ACV Auctions; VALIC Company I; Hochschild Mining (former); AIG/Anchor Series Trust (former) | External boards unrelated to HIX adviser/subadvisers | Proxy states no non-interested Director (nor immediate family) had interests in HIX’s adviser or its affiliates as of the relevant year ends, mitigating related-party conflict risk. |
Expertise & Qualifications
- Financial reporting and finance leadership experience; cited by Board as qualifications.
- Audit Committee Financial Expert designation; deep audit oversight credentials.
- Governance credentials: NACD Board Leadership Fellow with Directorship Certification (since 2019).
- Academic governance expertise: Corporate governance/leadership teaching roles at Georgetown, Chicago, and Iowa law schools.
Equity Ownership
| Item | Disclosure |
|---|---|
| Dollar range of HIX equity beneficially owned | Category B = $1–$10,000 |
| Aggregate dollar range across Family of Investment Companies | Category E = Over $100,000 |
| Shares pledged/hedged | No pledging/hedging disclosures in proxy; Section 16(a) compliance reported in full for FY 2025. |
Group ownership note: As of July 31, 2025, the nominees, Directors and officers of the Fund as a group beneficially owned less than 1% of outstanding shares.
Insider Trades (external boards)
| Date | Company | Type | Shares | Avg Price | Total Amount |
|---|---|---|---|---|---|
| 2025-03-03 | Associated Banc-Corp (ASB) | Sale | 7,000 | $24.71 | $172,970 |
| 2025-06-10 | ACV Auctions (ACVA) | Sale | 9,239 | $16.70 | $154,291 |
| 2024-03-05 | Associated Banc-Corp (ASB) | Sale | 5,000 | $21.02 | $105,101 |
| 2024-09-04 | ACV Auctions (ACVA) | Sale | 25,000 | $17.83 | $445,750 |
Note: These transactions relate to Kamerick’s roles at other public companies and do not involve HIX shares.
Governance Assessment
- Independence and leadership: As Independent Chair with broad committee membership and recognized audit expertise, Kamerick strengthens HIX’s board oversight, risk management, and executive session leadership.
- Attendance and engagement: Meets minimum 75% attendance; however, no Director attended the 2024 Annual Meeting—a minor engagement optic to monitor.
- Ownership alignment: HIX dollar range holding is modest (Category B); while Directors oversee many funds in the complex (21 directorships in 2024–2025), the Board reports robust independence and no adviser-related interests for non-interested Directors. Potential alignment could be improved via increased HIX holdings.
- Compensation structure: Fees increased with complex responsibilities (from $333,778 in 2022 to $506,000 in 2024); compensation is set by an all-independent Compensation Committee and disclosed as cash amounts without performance metrics—appropriate for investment company governance but reduces direct pay-for-performance signals.
- Conflicts/related-party: Proxy disclosures indicate no related-party interests for non-interested Directors; Section 16 compliance reported. The Board explicitly considered management fee conflicts in its 2025 charter amendment deliberations, evidencing conflict-aware governance.