Hillary Sale

About Hillary A. Sale

Independent Director since November 15, 2024 (Class II; term through the 2026 annual meeting). Birth year 1961. Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance at Georgetown Law Center and Professor of Management at McDonough School of Business; prior Associate Dean for Strategy (2020–2023). NACD Board Faculty Member; former FINRA Board of Governors (2016–2022). Chair of the Nominating Committee; member of the Audit, Compensation, and Pricing & Valuation Committees .

Past Roles

External Roles

Board Governance

• Board composition: 8 directors, 7 Independent Directors; Eileen A. Kamerick is Chair of the Board (independent) .
• Independence: Committees (Audit, Nominating, Compensation, Pricing & Valuation) are composed entirely of Independent Directors; executive sessions held regularly without management .
• Attendance: Board held 4 regular meetings in FY ended Nov 30, 2024; each Director attended at least 75% of Board and committee meetings. No Director attended the 2024 annual meeting of stockholders (Fund has no formal policy on annual-meeting attendance) .

Governance environment context:

• Maryland Control Share Acquisition Act opted-in; control shares lack voting rights unless reinstated by supermajority vote, with proportional voting carve-out in bylaws .
• Fourth Amended and Restated Bylaws (effective Nov 15, 2024) include exclusive forum (Maryland courts), stringent advance notice for nominations, and director qualification requirements .

Fixed Compensation

Notes:

• Sale became a Director effective Nov 15, 2024; Fund figures reflect partial-year service. Fund complex total includes service across 17 investment company boards/committees in the complex .

Performance Compensation

• No equity awards, options, performance metrics, or perquisites for Directors disclosed. The Fund does not provide pension or retirement benefits to Directors .

Other Directorships & Interlocks

• Disclosure confirms no interest for Independent Directors or immediate family members in the Fund’s adviser or its controlled entities as of Dec 31, 2024 .

Expertise & Qualifications

• The Board cites Sale’s experience as a college professor and as a board member for financial and corporate institutions, supporting governance and risk oversight competencies .
• Audit Committee has a designated financial expert (Nisha Kumar), complementing Sale’s committee participation .

Equity Ownership

Ownership guidelines/compliance: Not disclosed in the proxy .

Governance Assessment

Strengths

• Independent Director with academic and regulatory credentials; Chair of Nominating Committee suggests active role in board composition and independence screening .
• Committees fully independent; frequent committee activity (Audit 5x; Nominating 7x), indicating engagement .

Watch items

• Low “skin-in-the-game”: Sale reported “None” dollar range in IGI and across the family of investment companies; the group holds <1%—may signal limited alignment, though tenure is short since Nov 15, 2024 .
• Annual-meeting engagement: No Directors attended 2024 annual meeting; limited investor-facing presence (practice is disclosed as no formal policy) .

Investor-rights context (Fund-level)

• Control Share Act election and exclusive forum provisions may be viewed as shareholder-unfriendly defenses; NYSE/SEC-compliant advance notice and director qualification screens raise nomination bar. These affect investor confidence in governance processes broadly, not Sale-specific .

Related-Party Transactions

• None disclosed for Sale; proxy states Independent Directors and immediate family have no interest in the adviser or its affiliates as of Dec 31, 2024 .

Director Compensation Structure Analysis

• Compensation is set via the independent Compensation Committee (met once in FY 2024), covering Board and committee service across funds in the complex; no equity-based or performance-linked elements disclosed .

Say-on-Pay & Shareholder Feedback

• Not applicable/not disclosed for Directors in the Fund’s proxy materials .

Risk Indicators & Red Flags

• Low ownership/pledging: No shares reported; no pledging or hedging disclosed for Sale; Section 16(a) reporting compliance affirmed for FY 2024 .
• Governance defenses: Control Share Act and exclusive forum could hinder activism/stockholder litigation optionality .
• Meeting attendance: ≥75% threshold met in FY 2024; however, lack of annual meeting attendance noted .

Employment & Contracts

• Director appointment effective Nov 15, 2024; no employment contracts, severance, change-in-control or consulting arrangements disclosed for Directors .

Performance & Track Record

• Board oversight documented; Audit Committee report and auditor fee disclosures indicate standard public fund governance. No Sale-specific performance measures disclosed .

Compensation Peer Group

• Not disclosed for Director compensation .

About the Fund’s Bylaws (Investor Signal)

• Fourth Amended and Restated Bylaws adopted Nov 15, 2024: exclusive forum clause; stringent advance notice rules; director qualification standards; Board-exclusive authority to amend bylaws; Control Share Act applicability with proportional voter carve-out .

Overall investor take: Sale brings credible governance/regulatory expertise and chairs the Nominating Committee, a positive for board effectiveness. Low personal ownership and defensive bylaws temper alignment optics; monitoring future attendance, investor engagement, and any move toward director ownership would improve confidence .