Eileen Kamerick
About Eileen A. Kamerick
Eileen A. Kamerick (birth year: 1958) is the Independent Chair of the Board of Western Asset Municipal High Income Fund Inc. (MHF) and has served as a Director since 2013. She is CEO of The Governance Partners, LLC (since 2015), an NACD Board Leadership Fellow (since 2016; Directorship Certification since 2019), and an adjunct professor at Georgetown University Law Center (since 2021), University of Chicago Law School (since 2018), and University of Iowa College of Law (since 2007). Her prior operating roles include CFO at Press Ganey Associates (2012–2014) and Managing Director & CFO at Houlihan Lokey (and President, Houlihan Lokey Foundation) (2010–2012) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Press Ganey Associates | Chief Financial Officer | 2012–2014 | Senior finance leadership at a healthcare informatics company . |
| Houlihan Lokey | Managing Director and Chief Financial Officer; President, Houlihan Lokey Foundation | 2010–2012 | Finance leadership at an international investment bank; philanthropic leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Governance Partners, LLC | Chief Executive Officer | Since 2015 | Consulting firm leadership . |
| Georgetown University Law Center | Adjunct Professor | Since 2021 | Academic governance/teaching . |
| University of Chicago Law School | Adjunct Professor | Since 2018 | Academic governance/teaching . |
| University of Iowa College of Law | Adjunct Professor | Since 2007 | Academic governance/teaching . |
| Associated Banc-Corp | Director | Since 2007 | Financial services public company directorship . |
| ACV Auctions Inc. | Director | Since 2021 | Auto marketplace public company directorship . |
| VALIC Company I | Director | Since Oct 2022 | Investment company board . |
| Hochschild Mining plc | Director | Since 2016 per 2025 proxy; 2016–2023 per 2024 proxy | Inconsistent disclosures across years; verify current status . |
Board Governance
- Role/tenure: Independent Chair of the Board; Director since 2013 .
- Independence: Board has 8 directors, 7 independent; Chair role held by an Independent Director (Kamerick) .
- Committee memberships: Member of Audit, Nominating, Compensation, and Pricing & Valuation Committees .
- Committee chair roles across the board (for context): Audit Chair – Nisha Kumar; Nominating Chair – Hillary A. Sale; Pricing & Valuation Chair – Carol L. Colman; Compensation Chair – Peter Mason .
- Attendance/engagement: In FY ended Oct 31, 2024, the Board held four regular meetings; each Director attended at least 75% of the aggregate number of Board and committee meetings for which they were eligible . The Independent Directors regularly meet outside management’s presence and are advised by independent counsel .
- Prior leadership: Served as Lead Independent Director in 2024 .
Fixed Compensation
| Metric | FY/CY | Amount | Notes |
|---|---|---|---|
| Aggregate compensation from MHF (Fund-level) | FY 2023 | $8,607 | Fund-level director pay for FY ended 10/31/23 . |
| Total compensation from Fund Complex (all FTFA-advised funds) | CY 2023 | $457,000 | Across 18 fund directorships at that time . |
| Aggregate compensation from MHF (Fund-level) | FY 2024 | $9,024 | Fund-level director pay for FY ended 10/31/24 . |
| Total compensation from Fund Complex (all FTFA-advised funds) | CY 2024 | $506,000 | Across 17 fund directorships at that time . |
| Pension/retirement benefits | N/A | None | “The Fund does not provide any pension or retirement benefits to Directors.” . |
Notes: Each Director held 18 investment company directorships in the Fund Complex in 2023 , and 17 in 2024 . Compensation is set/recommended by an all-independent Compensation Committee (met once in FY 2024) .
Performance Compensation
| Item | Disclosure |
|---|---|
| Equity/option awards | No equity or option awards are described for Directors in the proxy; disclosures focus on cash compensation totals at the Fund and Fund Complex levels . |
| Performance metrics tied to director pay | None disclosed; no performance-based metrics for director compensation are presented . |
| Clawbacks/COC/tax gross-ups for directors | Not disclosed for Directors . |
Other Directorships & Interlocks
| Area | Assessment |
|---|---|
| Public company boards | Associated Banc-Corp (since 2007), ACV Auctions Inc. (since 2021), Hochschild Mining plc (status inconsistent across 2024/2025 proxies), VALIC Company I (since Oct 2022) . |
| Potential interlocks/conflicts | The proxy states no non-interested Director (including immediate family) had any interest in the Fund’s adviser or its control affiliates as of 12/31/2024 . |
Expertise & Qualifications
- The Board cites Kamerick’s experience in business and finance (including financial reporting) and board service in a highly regulated financial services company as key attributes .
- NACD Board Leadership Fellow with Directorship Certification and recognized as an NACD 2022 Directorship 100 honoree .
Equity Ownership
| As of | Dollar Range of Equity Securities in MHF | Aggregate Dollar Range Across Family of Investment Companies |
|---|---|---|
| 12/31/2023 | A = None | E = Over $100,000 |
| 12/31/2024 | A = None | E = Over $100,000 |
Group ownership: As of record date (2/7/2025), nominees, Directors, and officers as a group beneficially owned less than 1% of MHF’s outstanding common shares .
Insider Trades (Section 16 context)
| Item | Disclosure |
|---|---|
| FY 2024 Section 16(a)/30(h) compliance | The Fund believes all such filing requirements were met for the fiscal year ended Oct 31, 2024 . |
| Prior-year note (fund-level) | For FY 2023, the proxy notes a late Form 3 for Michael Buchanan due to an administrative oversight; not related to Ms. Kamerick . |
Governance Assessment
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Positives:
- Independent Chair with broad committee participation across Audit, Nominating, Compensation, and Pricing & Valuation—supports strong oversight and independent agenda-setting .
- Documented audit oversight rigor (Audit Committee met 5x in FY 2024) and routine executive sessions of Independent Directors .
- Attendance: met at least 75% threshold amid four regular Board meetings in FY 2024 .
- No related-party ties to the adviser or affiliates per proxy disclosures; auditor independence maintained with clear approval protocols .
-
Concerns/Watch items:
- Ownership alignment: Dollar range indicates no personal holdings in MHF as of 12/31/2024 (A = None), though aggregate holdings across the family exceed $100,000—alignment to MHF specifically is limited. RED FLAG: no direct MHF shares disclosed .
- Disclosure inconsistency on Hochschild Mining plc directorship (2025 proxy lists ongoing; 2024 proxy shows service ended in 2023). Action: verify current status to evaluate time commitments and potential external risk exposure .
- Classified board structure and adoption of Maryland Control Share Acquisition Act (MCSAA) may entrench incumbency (contextual governance consideration, not director-specific) .
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Overall: Kamerick brings substantial finance and governance expertise, now serving as Independent Chair with comprehensive committee engagement. The principal alignment gap is the absence of disclosed MHF share ownership; otherwise, independence and oversight credentials are strong, with no related-party exposures disclosed .