Hillary A. Sale
About Hillary A. Sale
Hillary A. Sale (birth year: 1961) is a Non-Interested (Independent) Director of HYI, appointed effective November 15, 2024. She chairs the Nominating Committee and serves on the Audit, Compensation, and Pricing & Valuation Committees; she oversees 21 portfolios within the Franklin Templeton fund complex. Professionally, she is the Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance at Georgetown Law Center and Professor of Management at Georgetown’s McDonough School of Business (since 2018); she is NACD Board Faculty (since 2021) and formerly served on FINRA’s Board of Governors (2016–2022).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FINRA | Member, Board of Governors | 2016–2022 | Governance oversight in U.S. securities regulation |
| Georgetown Law Center | Associate Dean for Strategy | 2020–2023 | Academic leadership, strategy |
| DirectWomen (nonprofit) | Member | 2007–2022 | Board diversity advocacy |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Georgetown Law Center | Professor (Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance) | 2018 | Corporate governance scholar |
| Georgetown McDonough School | Professor of Management | 2018 | Leadership and management expertise |
| CBOE U.S. Securities Exchanges | Director | 2022 | Exchange governance; part of market infrastructure ecosystem |
| CBOE Futures Exchange | Director | 2022 | Derivatives exchange governance |
| CBOE SEF | Director | 2022 | Swap execution facility governance |
| Foundation Press | Advisory Board Member | 2019 | Academic publishing advisory |
| DirectWomen Board Institute | Chair | 2019 | Governance and board diversity leadership |
| NACD | Board Faculty | 2021 | Director education, governance best practices |
Board Governance
- Board composition: Eight directors, seven Independent; the Chair of the Board is Eileen A. Kamerick (Independent). Independent Directors meet in executive session and are advised by independent counsel.
- Committee assignments for Hillary A. Sale: Member—Audit, Compensation, Pricing & Valuation; Chair—Nominating. All these committees are composed solely of Independent Directors.
- Attendance and meeting cadence: In FY ended May 31, 2025, the Board held four regular and three special meetings; each Director attended at least 75% of Board and applicable committee meetings.
- Committee activity:
- Audit Committee: Comprised of all Independent Directors; chaired by Nisha Kumar, with Kumar and Kamerick designated “audit committee financial experts.” On July 22, 2025, the committee recommended inclusion of audited financials in the annual report.
- Pricing & Valuation Committee: Comprised of all Independent Directors; chaired by Carol L. Colman; met four times in FY ended May 31, 2025.
- Compensation Committee: Comprised of all Independent Directors; chaired by Peter Mason; met three times in FY ended May 31, 2025.
- Nominating Committee: Chaired by Hillary A. Sale; applies stated qualification standards, limits on outside boards, and character/fitness criteria; no formal diversity policy but considers diversity of professional experience, education, and skills.
| Committee | Role (Sale) | FY 2025 Meetings | Composition/Chair |
|---|---|---|---|
| Nominating | Chair | Not disclosed | All Independent Directors; chaired by Sale |
| Audit | Member | Not disclosed | All Independent Directors; Chair: Nisha Kumar; financial experts designated |
| Compensation | Member | 3 | All Independent Directors; Chair: Peter Mason |
| Pricing & Valuation | Member | 4 | All Independent Directors; Chair: Carol L. Colman |
Fixed Compensation
| Metric | CY 2024 | FY 2025 |
|---|---|---|
| Aggregate compensation from HYI ($) | — | $8,369 |
| Total compensation from Fund & Fund Complex ($) | $32,989 | — |
| Number of investment company directorships within complex | 21 | 21 |
| Pension/retirement benefits provided by HYI | None | None |
Notes:
- Compensation is paid for service across HYI and other Franklin Templeton funds where the director serves; the Fund does not provide pension or retirement benefits.
Performance Compensation
| Component | CY 2024 | FY 2025 | Vesting/Performance Metrics |
|---|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed in director compensation table | Not disclosed in director compensation table | Not disclosed |
| Option awards | Not disclosed in director compensation table | Not disclosed in director compensation table | Not disclosed |
| Performance-based metrics tied to director pay | Not disclosed | Not disclosed | Not disclosed |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| CBOE U.S. Securities Exchanges | Exchange subsidiary | Director | Market infrastructure oversight; no HYI adviser-related interest disclosed |
| CBOE Futures Exchange | Exchange subsidiary | Director | Derivatives market governance |
| CBOE SEF | Exchange subsidiary | Director | SEF governance |
| Foundation Press | Academic publisher | Advisory Board Member | Publishing advisory, non-commercial conflict unlikely |
| DirectWomen Board Institute | Nonprofit | Chair | Governance advocacy |
- Related-party exposure: The proxy states no Independent Director (nor immediate family members), to the Fund’s knowledge, had any interest in the Fund’s investment adviser or its controlled/affiliated entities as of December 31, 2024.
Expertise & Qualifications
- Experience: College professor; board member for financial and corporate institutions; investment management and risk oversight experience among Board leadership.
- Academic and governance credentials: Senior academic roles at Georgetown; NACD Board Faculty; prior FINRA Board of Governors service.
Equity Ownership
| As of Dec 31, 2024 | HYI Dollar Range of Equity Securities | Aggregate Dollar Range in Franklin Templeton Family of Investment Companies |
|---|---|---|
| Hillary A. Sale | “A” = None | “A” = None |
- Dollar range definitions: “A” = None; “B” = $1–$10,000; “C” = $10,001–$50,000; “D” = $50,001–$100,000; “E” = Over $100,000.
- Group ownership: As of August 29, 2025, directors and officers as a group beneficially owned less than 1% of HYI common shares.
Governance Assessment
-
Strengths:
- Independent status, with leadership as Nominating Committee Chair; committees composed solely of Independent Directors.
- Active committee engagement: Audit Committee report issued July 22, 2025 recommending inclusion of audited financials; Pricing & Valuation met four times; Compensation met three times in FY 2025.
- Board leadership structure: Independent Chair, executive sessions, independent counsel—enhancing oversight and information flow from advisers/subadvisers.
- No related-party interests with the adviser for Independent Directors as of Dec 31, 2024.
-
Potential concerns / RED FLAGS to monitor:
- No HYI equity ownership reported (“A” = None), and none across the Franklin Templeton family—possible alignment question for investors who prefer directors to hold fund shares.
- Heavy workload across the complex (21 fund directorships) may stretch oversight capacity, a common structural consideration in fund complexes.
- Attendance disclosure meets the 75% threshold; investors may prefer more granular, committee-level attendance beyond minimum thresholds.
-
Overall: Governance structures and independence are robust, with clear committee coverage and active cadence; alignment via share ownership is limited based on disclosed ranges, warranting ongoing monitoring by investors focused on “skin-in-the-game.”