Hillary A. Sale
About Hillary A. Sale
Hillary A. Sale (birth year: 1961) is an Independent (Non-Interested) Director of Western Asset High Income Fund II Inc. (HIX) since November 15, 2024, serving on Audit, Compensation, and Pricing & Valuation Committees and chairing the Nominating Committee. She is the Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance at Georgetown Law Center and Professor of Management at Georgetown McDonough; previously Associate Dean for Strategy (2020–2023), NACD Board Faculty Member (since 2021), and former FINRA Board of Governors member (2016–2022) . She oversees 21 portfolios within the Franklin Templeton fund complex .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown Law Center | Agnes Williams Sesquicentennial Professor; Associate Dean for Strategy (former) | Professor since 2018; Associate Dean 2020–2023 | Corporate governance and leadership expertise |
| Georgetown McDonough School of Business | Professor of Management | Since 2018 | Cross-disciplinary governance/management perspective |
| FINRA | Board of Governors (former) | 2016–2022 | Market regulation oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CBOE U.S. Securities Exchanges, CBOE Futures Exchange, CBOE SEF | Director | Since 2022 | Regulated market infrastructure directorships |
| Foundation Press | Advisory Board Member | Since 2019 | Academic publishing advisory role |
| DirectWomen Board Institute | Chair | Since 2019 | Governance and board diversity advocacy |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Pricing & Valuation (member), Nominating (Chair) .
- Independence: All committees composed solely of Independent Directors under NYSE standards; Sale listed among Non-Interested Directors .
- Attendance: Board held 4 regular and 3 special meetings in FY ended 4/30/25; each Director attended at least 75% of eligible meetings. No Director attended the 2024 Annual Meeting of stockholders .
- Committee activity (FY ended 4/30/25): Audit met 6 times; Nominating met 6 times (Sale as Chair); Pricing & Valuation met 4 times; Compensation met 2 times (Mason as Chair) .
- Term: Class II Director serving until the 2027 Annual Meeting of Stockholders; service since 2024 .
Fixed Compensation
| Compensation Element | Amount | Period | Notes |
|---|---|---|---|
| Aggregate compensation from HIX | $10,881 | FY ended 04/30/25 | Reflects Board and committee service; no pension/retirement benefits provided to Directors |
| Total compensation from Fund & Fund Complex | $32,989 | Calendar year ended 12/31/24 | Includes service across fund complex committees/directorships |
The Fund does not provide any pension or retirement benefits to Directors .
Performance Compensation
- No performance-based metrics, equity award details (RSUs/PSUs), options, clawbacks, or incentive structures for Directors are disclosed in the proxy; compensation is presented as aggregate amounts for Board/committee service .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| CBOE U.S. Securities Exchanges / CBOE Futures Exchange / CBOE SEF | Market infrastructure (subsidiaries) | Director | Not a customer/supplier to HIX disclosed; oversight experience; no related-party transaction indicated |
| Foundation Press | Academic publisher | Advisory Board Member | No related-party exposure disclosed |
| DirectWomen Board Institute | Nonprofit | Chair | Governance advocacy; no related-party exposure disclosed |
Expertise & Qualifications
- Corporate governance, leadership, and management expertise from Georgetown Law/McDonough appointments .
- Financial market oversight experience (FINRA Board of Governors) .
- Board faculty with NACD; extensive governance training credentials .
- Oversees 21 portfolios in fund complex, indicating broad fund governance familiarity .
Equity Ownership
| Holder | Dollar Range in HIX | Aggregate Dollar Range across Family of Investment Companies | As-of Date |
|---|---|---|---|
| Hillary A. Sale | A (None) | A (None) | December 31, 2024 |
- Group ownership: As of July 31, 2025, nominees, Directors, and officers as a group beneficially owned less than 1% of HIX outstanding common shares .
Governance Assessment
- Strengths: Independent director; chairs Nominating Committee; active engagement with committee work (Nominating met 6x; Audit 6x), and attended ≥75% of meetings—positive for oversight rigor . Broad governance expertise (FINRA; NACD faculty) enhances board effectiveness .
- Alignment: As-of 12/31/24, reported dollar range “A” (none) for holdings in HIX and across the family of investment companies—limited direct economic alignment signal at that date; note her appointment effective 11/15/24 may explain early-stage ownership levels .
- Conflicts/Related Parties: Proxy states no Independent Director (including Sale) nor immediate family had interests in the adviser or affiliates as of 12/31/24—low related-party risk . Board explicitly considered management fee conflicts regarding authorized share increase and operated with independent counsel and executive sessions—robust process control .
- Board context: Super-majority independent board; Independent Chair (Kamerick); committees entirely independent; executive sessions and independent legal counsel support governance quality .
- Bylaws & qualifications (context): Amended bylaws effective 11/15/24 include director qualification limits (experience requirements; limits on service on other boards; independence), exclusive forum, and Control Share Act opt-in—protective governance framework, though control share and exclusive forum provisions can be investor-sensitive .
RED FLAGS and Watch Items:
- Ownership alignment: “A” dollar range (none) in HIX and aggregate at 12/31/24; monitor for subsequent compliance with any stock ownership expectations if applicable (not disclosed) .
- Annual meeting attendance: No Directors attended the 2024 Annual Meeting of stockholders—can be perceived negatively by some investors; though meeting attendance policy is not formal .
- Control Share Act/Exclusive Forum: Governance provisions may deter activism or complicate shareholder litigation venue—contextual risk rather than director-specific .
Overall: Sale’s governance credentials and committee leadership are positives for oversight quality. Early-stage zero-dollar ownership disclosure warrants monitoring for future alignment, but independence and engagement indicators are strong in the current period .