Nisha Kumar
About Nisha Kumar
Nisha Kumar (birth year: 1970) serves as an Independent Director of Western Asset High Income Fund II Inc. (HIX) since 2019. She is Chair of the Audit Committee and has been determined by the Board to be an “audit committee financial expert,” with prior CFO roles at Greenbriar Equity Group (Managing Director, CFO and CCO, 2011–2021), Rent the Runway (CFO/CAO, 2011), and AOL LLC (EVP & CFO, 2007–2009); she is also a Member of the Council on Foreign Relations. In the HIX/Franklin Templeton fund complex, she oversees 21 portfolios (as of 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenbriar Equity Group, LP | Managing Director; Chief Financial Officer; Chief Compliance Officer | 2011–2021 | C-suite finance/compliance leadership |
| Rent the Runway, Inc. | Chief Financial Officer; Chief Administrative Officer | 2011 | Senior finance leadership |
| AOL LLC (Time Warner Inc. subsidiary) | Executive Vice President; Chief Financial Officer | 2007–2009 | Enterprise CFO responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stonepeak-Plus Infrastructure Fund LP | Director | Since 2025 | Not disclosed |
| Birkenstock Holding plc | Director | Since 2023 | Not disclosed |
| The India Fund, Inc. | Director | Since 2016 | Not disclosed |
| Aberdeen Income Credit Strategies Fund | Director (Former) | 2017–2018 | Not disclosed |
| The Asia Tigers Fund, Inc. | Director (Former) | 2016–2018 | Not disclosed |
Board Governance
- Independence: Kumar is a non‑interested director under the 1940 Act and serves on committees composed entirely of Independent Directors per NYSE standards .
- Committee assignments: Chair of Audit; Member of Nominating, Compensation, and Pricing & Valuation Committees .
- Audit expertise: Designated “audit committee financial expert” by the Board .
- Attendance and engagement: FY ended 4/30/2025—Board held 4 regular and 3 special meetings; each Director attended at least 75% of Board and committee meetings for which they were eligible .
- Committee activity (FY ended 4/30/2025): Audit met 6 times; Nominating met 6; Compensation met 2; Pricing & Valuation met 4 .
- Board leadership: As of Nov 15, 2024, Eileen A. Kamerick is Independent Chair; Independent Directors regularly meet outside management with independent counsel .
Fixed Compensation
| Metric | FY Ended 04/30/2024 | FY Ended 04/30/2025 |
|---|---|---|
| Aggregate Compensation from HIX ($) | $17,813 | $23,288 |
| Metric | Calendar Year Ended 12/31/2023 | Calendar Year Ended 12/31/2024 |
|---|---|---|
| Total Compensation from Fund Complex ($) | $435,000 | $486,000 |
- Pension/retirement: “The Fund does not provide any pension or retirement benefits to Directors.”
Performance Compensation
- No equity awards, options, performance metrics, or bonuses for Directors are disclosed in the proxy statements; compensation is presented as aggregate/totals for service across fund committees and the Franklin Templeton fund complex .
Other Directorships & Interlocks
| Company/Entity | Relationship to HIX | Potential Interlock/Conflict Commentary |
|---|---|---|
| Birkenstock Holding plc | Unrelated operating company | No related‑party ties to HIX/FTFA disclosed; independence affirmed |
| The India Fund, Inc. | Closed‑end fund | Part of broader fund governance experience; no adviser conflict disclosed |
| Stonepeak-Plus Infrastructure Fund LP | Private fund | Not a disclosed related party; no adviser interest disclosed |
- Disclosure confirms: “No Director… who is not an ‘interested person’… nor any immediate family members… had any interest in the Fund’s investment adviser, or any person or entity… under common control with Franklin Resources, Inc.” as of Dec 31, 2024 (and similarly as of Dec 31, 2023) .
Expertise & Qualifications
- Finance and accounting expertise: Multiple CFO roles across PE, consumer, and TMT; designated audit committee financial expert .
- Governance credentials: Council on Foreign Relations member; extensive board service across funds and a public operating company .
- Fund complex oversight scale: Oversees 21 portfolios (as of 2025) .
Equity Ownership
| As-of Date | HIX Ownership Dollar Range | Dollar Range Codes Explanation | Aggregate Dollar Range Across Funds Overseen |
|---|---|---|---|
| 12/31/2023 | A (None) | A=None; B=$1–$10k; C=$10,001–$50k; D=$50,001–$100k; E=Over $100k | A (None) |
| 12/31/2024 | A (None) | A=None; B=$1–$10k; C=$10,001–$50k; D=$50,001–$100k; E=Over $100k | E (Over $100k) |
- Group ownership: At July 31, 2025, nominees, Directors and officers as a group beneficially owned less than 1% of HIX outstanding Common Stock .
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance (FY ended 04/30/2025) | Based on reviews/representations, the Fund believes all filing requirements were met . |
| Section 16(a) compliance (FY ended 04/30/2024) | Based on reviews/representations, the Fund believes all filing requirements were met . |
| Form 4 transactions disclosed | None in DEF 14A; monitor EDGAR for real‑time updates . |
Governance Assessment
- Strengths: Independent Director with deep CFO experience and audit oversight; Chair of Audit with “financial expert” designation; committee structure entirely independent; board holds regular executive sessions; strong engagement (committee meeting volume; ≥75% attendance) .
- Alignment signals: No HIX share ownership as of year-end 2023/2024; however, she reports over $100k aggregate holdings across funds overseen in the complex as of 12/31/2024, suggesting exposure to fund complex economics rather than HIX specifically .
- Potential conflicts: None disclosed with FTFA/affiliates for non‑interested Directors; outside boards (Birkenstock, Stonepeak‑Plus, The India Fund) do not present disclosed related‑party exposure to HIX .
- RED FLAGS: None evident on attendance, related‑party transactions, or compensation anomalies. Note: absence of explicit director stock ownership guidelines, equity grants, or performance‑linked director pay; director compensation is cash/aggregate only per disclosure .
- Process rigor: Audit Committee met 6x; Nominating 6x; Compensation 2x; Pricing & Valuation 4x; Audit Committee reports detailed independence and pre‑approval oversight of auditor services and fees .
Director Compensation — Additional Detail
| Context | FY Ended 04/30/2024 | FY Ended 04/30/2025 |
|---|---|---|
| Board meetings held (regular + special) | 4 regular; 3 special | 4 regular; 3 special |
| Audit Committee meetings | 6 | 6 |
| Nominating Committee meetings | 5 | 6 |
| Compensation Committee meetings | 1 | 2 |
| Pricing & Valuation Committee meetings | 4 | 4 |
Notes: Director compensation tables include service across HIX and other investment companies advised by FTFA; no pension/retirement benefits; Ms. Trust (interested Director) receives no remuneration from the Fund .
Related-Party Controls and Shareholder Protections
- Maryland Control Share Acquisition Act: HIX has opted in, limiting voting rights for control share holders absent two‑thirds shareholder approval, mitigating takeover and control risks .
- Auditor oversight: PwC audit fees $78,088 (FY 2025) and $73,668 (FY 2024); tax fees $10,000 each year; non‑audit services to Service Affiliates tracked; Audit Committee pre‑approval and independence safeguards disclosed .
Summary Implications for Investors
- Audit oversight and independence are robust, led by an experienced financial executive; committee work cadence and disclosures support board effectiveness .
- Lack of HIX share ownership by Kumar reduces direct alignment with HIX’s market performance, though broader fund complex exposure exists; consider in assessing skin‑in‑the‑game .
- No disclosed related‑party ties or Section 16 issues; governance structure (independent committees, executive sessions) and MCSAA adoption bolster shareholder protections .