Hillary Sale
About Hillary A. Sale
Hillary A. Sale (born 1961) is a non-interested, independent director of Western Asset Municipal High Income Fund Inc. (MHF), serving since 2024; she is a member of the Audit, Compensation, and Pricing & Valuation Committees and Chair of the Nominating Committee. Her core credentials include academic leadership in corporate governance as 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), NACD Board Faculty Member (since 2021), and prior service on FINRA’s Board of Governors (2016–2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown Law Center | Associate Dean for Strategy | 2020–2023 | Strategic leadership in legal education |
| FINRA | Member, Board of Governors | 2016–2022 | Oversight of U.S. self-regulatory market structure |
| DirectWomen | Member | 2007–2022 | Advancing board diversity; governance network |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Georgetown Law Center | Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance | Current | Corporate governance expertise |
| Georgetown McDonough School of Business | Professor of Management | Since 2018 | Cross-disciplinary governance/management |
| NACD | Board Faculty Member | Since 2021 | Director education and board practices |
| Foundation Press | Advisory Board Member | Since 2019 | Academic publishing oversight |
| DirectWomen Board Institute | Chair | Since 2019 | Pipeline for women directors |
| CBOE U.S. Securities Exchanges | Director | Since 2022 | Market infrastructure oversight |
| CBOE Futures Exchange | Director | Since 2022 | Derivatives market governance |
| CBOE SEF | Director | Since 2022 | Swap execution facility governance |
Board Governance
- Independence and classification: Sale is a non-interested director and is included among Independent Directors as defined under NYSE listing standards; the board has eight directors, seven of whom are Independent Directors .
- Board leadership: Eileen A. Kamerick serves as Chair of the Board (Independent), leading executive sessions and acting as liaison with management .
- Board meetings: The Board held four regular meetings in the fiscal year ended October 31, 2024; each Director attended at least 75% of meetings for which eligible (Sale joined November 15, 2024) .
- Committee activity and meeting frequency (FY 2024; composition updated to include Sale as indicated):
- Audit Committee: All Independent Directors; Chair – Nisha Kumar; met 5 times .
- Nominating Committee: All Independent Directors; Chair – Hillary A. Sale; met 7 times .
- Compensation Committee: All Independent Directors; Chair – Peter Mason; met once .
- Pricing & Valuation Committee: All Independent Directors; Chair – Carol L. Colman; met 4 times .
| Committee | Sale’s Role | Chair | FY 2024 Meetings |
|---|---|---|---|
| Audit | Member | Nisha Kumar | 5 |
| Nominating | Chair | Hillary A. Sale | 7 |
| Compensation | Member | Peter Mason | 1 |
| Pricing & Valuation | Member | Carol L. Colman | 4 |
Fixed Compensation
| Name | Aggregate Compensation from MHF (FY Ended 10/31/2024) | Total Compensation from Fund Complex (CY Ended 12/31/2024) |
|---|---|---|
| Hillary A. Sale | — (joined Nov 15, 2024) | $32,989 |
- Structure notes: The Fund reports director compensation totals across service on the Fund and other investment companies advised by FTFA; no pension or retirement benefits are provided to directors .
Performance Compensation
- No disclosure of performance-based pay elements, equity awards, options, or specific metrics tied to director compensation for Independent Directors in the proxy; compensation appears as cash totals across fund-complex service without performance linkage .
Other Directorships & Interlocks
| Company/Entity | Role | Tenure | Potential Interlock/Exposure |
|---|---|---|---|
| CBOE U.S. Securities Exchanges | Director | Since 2022 | Market infrastructure; regulatory oversight |
| CBOE Futures Exchange | Director | Since 2022 | Derivatives market oversight |
| CBOE SEF | Director | Since 2022 | Swap execution facility oversight |
| Foundation Press | Advisory Board Member | Since 2019 | Academic publishing |
| DirectWomen Board Institute | Chair | Since 2019 | Director pipeline |
| NACD | Board Faculty Member | Since 2021 | Director education |
Expertise & Qualifications
- The Board cites Sale’s experience as a college professor and board member for financial and corporate institutions as part of the skills matrix; SEC-required skills references do not increase director liability .
- Her academic and regulatory background (Georgetown leadership roles; FINRA governance) signals strong expertise in corporate governance, compliance, and market structure .
Equity Ownership
| Director | Dollar Range of Equity Securities in MHF | Aggregate Dollar Range of Equity Securities in all Funds Overseen (Family of Investment Companies) |
|---|---|---|
| Hillary A. Sale | A = None | A = None |
- Group beneficial ownership: As of February 7, 2025, nominees, Directors, and officers as a group owned less than 1% of outstanding common shares .
- Conflicts statement: As of December 31, 2024, no non-interested Director or immediate family member had any interest in the Fund’s investment adviser or affiliates .
Governance Assessment
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Strengths
- Independent director with committee breadth and leadership (Chair, Nominating), enhancing board refreshment and independence processes .
- Board structure features a super-majority of Independent Directors and an Independent Board Chair; Independent Directors hold executive sessions and are advised by independent counsel .
- Active committee cadence (Audit 5; Nominating 7; Pricing & Valuation 4; Compensation 1 in FY 2024) indicates engaged oversight across financial reporting, valuation, and board composition .
-
Alignment and risk signals
- Dollar-range “A” (None) holdings in MHF and across the fund family suggest limited direct economic alignment via share ownership at this time .
- Directors in the complex hold multiple directorships (each Director currently holds 17 investment company directorships), implying significant time commitments; monitoring engagement as Sale’s tenure progresses is prudent .
- No related-party interests with the adviser/affiliates disclosed, mitigating common conflict risks .