Eileen A. Kamerick
About Eileen A. Kamerick
Independent Chair of the Board at Western Asset High Yield Opportunity Fund Inc. (HYI), serving since 2013 and appointed Chair effective November 15, 2024 . Birth year 1958; core credentials include audit committee financial expert designation, extensive finance and reporting experience, and long-standing board service in regulated financial services . Background: CEO of The Governance Partners, LLC (since 2015) and adjunct professorships at Georgetown Law (since 2021), University of Chicago Law School (since 2018), and University of Iowa College of Law (since 2007); NACD Board Leadership Fellow (since 2016), Directorship Certification (since 2019), NACD Directorship 100 honoree (2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Press Ganey Associates | Chief Financial Officer | 2012–2014 | Senior finance executive; health care informatics domain |
| Houlihan Lokey | Managing Director & Chief Financial Officer; President, Houlihan Lokey Foundation | 2010–2012 | Investment banking finance leadership; philanthropic oversight |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| Associated Banc-Corp | Director | Since 2007 | Financial services board role |
| ACV Auctions Inc. | Director | Since 2021 | Public company directorship |
| VALIC Company I | Director | Since Oct 2022 | Registered fund board service |
| Hochschild Mining plc | Director | 2016–2023 (former) | Precious metals company (former) |
| AIG Funds and Anchor Series Trust | Trustee | 2018–2021 (former) | Registered fund boards (former) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent Director; Board comprised of 8 directors, 7 independent |
| Chair Role | Chair of the Board (effective Nov 15, 2024), leads agendas and executive sessions, liaison to management; Independent Directors meet outside management with independent counsel |
| Years of Service | Director since 2013; Class III director with term expiring at the 2026 Annual Meeting |
| Committee Memberships | Audit; Nominating; Compensation; Pricing & Valuation; determined an “audit committee financial expert” |
| Committee Chairs (Board-wide) | Audit: Nisha Kumar; Nominating: Hillary A. Sale; Compensation: Peter Mason; Pricing & Valuation: Carol L. Colman |
| Attendance | Each Director attended at least 75% of Board and eligible committee meetings in FY ended May 31, 2025 |
| Meeting Activity (FY 2025) | Board: 4 regular, 3 special; Audit: 6; Nominating: 5; Pricing & Valuation: 4; Compensation: 3 |
| Prior Governance Role | Lead Independent Director prior to becoming Chair (2024) |
Fixed Compensation
| Metric | Amount ($) | Period |
|---|---|---|
| Aggregate Compensation from HYI | 16,503 | FY ended 05/31/2025 |
| Total Compensation from HYI and Fund Complex | 506,000 | Calendar year 2024 |
| Pension/Retirement Benefits | None provided to Directors | FY ended 05/31/2025 |
- Compensation is set by the Compensation Committee (Independent Directors) per charter; committee met three times in FY 2025 .
Performance Compensation
| Component | Disclosure |
|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed for Directors in proxy materials |
| Option awards | Not disclosed for Directors in proxy materials |
| Performance metrics tied to comp | Not disclosed for Directors (director compensation presented as aggregate amounts) |
| Clawbacks/Change-of-control | Not disclosed for Directors in proxy materials |
The Fund’s proxy provides required director compensation amounts; it does not present equity awards or performance-linked metrics for Independent Directors .
Other Directorships & Interlocks
| Company | Sector/Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Associated Banc-Corp | Financial services | Director | No related-party interest with HYI adviser/affiliates disclosed |
| ACV Auctions Inc. | Public company | Director | No related-party interest with HYI adviser/affiliates disclosed |
| VALIC Company I | Registered fund | Director | No related-party interest with HYI adviser/affiliates disclosed |
| Hochschild Mining plc (former) | Public company | Director | Former role; no current interlock |
- Proxy states no non-interested Directors nor immediate family members had interests in HYI’s investment adviser or entities under common control with Franklin Resources as of Dec 31, 2024 .
Expertise & Qualifications
- Audit committee financial expert designation; broad finance and reporting experience .
- CEO governance consultancy; adjunct law faculty roles (Georgetown, Chicago, Iowa); NACD Board Leadership Fellow and certified; NACD Directorship 100 honoree .
- Oversees 21 portfolios in the Franklin Templeton fund complex, indicating significant governance workload .
Equity Ownership
| Holder | HYI Dollar Range | Aggregate Dollar Range in Fund Family |
|---|---|---|
| Eileen A. Kamerick | A = None | E = Over $100,000 |
- Directors and officers as a group owned less than 1% of HYI common shares as of August 29, 2025 .
- No pledging or hedging disclosures for Directors are presented in the proxy .
Governance Assessment
- Positive signals: Independent Chair (since Nov 15, 2024) with Audit Committee financial expert credentials; multi-committee membership; super-majority independent board; consistent attendance ≥75%; active committee cadence (Audit 6; Nominating 5; Pricing & Valuation 4; Compensation 3 in FY 2025) .
- Alignment considerations: HYI-specific ownership reported as “None,” while aggregate family fund holdings are “Over $100,000”; group ownership <1% of HYI—limited HYI-specific skin-in-the-game .
- Conflicts: Proxy affirms no non-interested Directors had interests with the adviser or affiliates (Franklin Resources), reducing related-party exposure .
- Compensation: HYI cash compensation modest at the fund level ($16,503), with substantial total across the fund complex ($506,000), determined by Independent Directors via Compensation Committee; no performance-based or equity awards disclosed, minimizing pay-for-performance alignment but reducing equity-related conflicts .
RED FLAGS
- HYI-specific equity ownership: “None,” which may be viewed as weak direct alignment with HYI outcomes .
- No disclosure of stock ownership guidelines for Directors at HYI; absence limits formal alignment expectations (not disclosed in proxy) .