Nisha Kumar

About Nisha Kumar

Nisha Kumar (birth year: 1970) is an Independent Director of MHF since 2019, serving as Chair of the Audit Committee and a member of the Nominating, Compensation, and Pricing & Valuation Committees; she has been designated an “audit committee financial expert” by the Board . Her background includes senior finance roles (EVP & CFO of AOL LLC; CFO/CAO of Rent the Runway; MD, CFO & CCO of Greenbriar Equity Group) and membership in the Council on Foreign Relations . In 2025 she is nominated to continue as a Class II director through the 2028 Annual Meeting . The Board is comprised of eight directors, seven of whom are Independent; the Chair (Eileen Kamerick) is independent, and independent directors regularly meet outside management with independent counsel .

Past Roles

External Roles

Board Governance

• Independence and roles: Non-interested (Independent) Director; Chair, Audit Committee; member, Nominating, Compensation, Pricing & Valuation. Designated by the Board as an “audit committee financial expert,” enhancing credibility of financial oversight .
• Committee composition: Audit, Nominating, Compensation, and Pricing & Valuation Committees are composed entirely of Independent Directors and chaired by an Independent Director .
• Attendance and engagement: In FY ended Oct 31, 2024, the Board held four regular meetings and each Director attended at least 75% of Board and committee meetings; the Fund has no formal policy for annual meeting attendance and no Director attended the 2024 Annual Meeting .
• Audit Committee activity: On Dec 19, 2024, the Audit Committee (including Ms. Kumar) reviewed audited financials, discussed required matters with PwC, received independence confirmations, and recommended inclusion of the audited financials in the annual report .
• Board leadership: Eight directors (seven Independent). Independent Chair (Eileen Kamerick) sets agendas, leads executive sessions, and serves as liaison; Independent Directors meet outside management with independent counsel .

Fixed Compensation

Notes: Compensation reflects service across multiple boards/committees within the Franklin Templeton fund complex; amounts include committee service. The interested Director (Jane E. Trust) received no remuneration from the Fund .

Performance Compensation

• The proxy presents director compensation as cash amounts for Board/committee service; no performance metrics or equity award structures are disclosed for directors. The Fund states it does not provide pension or retirement benefits to Directors .

Other Directorships & Interlocks

• Current public boards: Birkenstock Holding plc (since 2023); The India Fund, Inc. (since 2016) .
• Additional governance roles: Stonepeak-Plus Infrastructure Fund LP (since 2025) .
• Interlocks/conflicts: The Fund discloses that no non-interested Director or their immediate family had any interest in the Fund’s investment adviser or affiliated entities as of Dec 31, 2024, mitigating related-party risk .

Expertise & Qualifications

• Financial leadership credentials: Former EVP & CFO (AOL), CFO/CAO (Rent the Runway), and MD/CFO/CCO (Greenbriar), providing deep accounting, compliance, and transaction oversight skills .
• Designation: Board-determined “audit committee financial expert,” aligning with her role as Audit Committee Chair .
• Professional affiliations: Member, Council on Foreign Relations .

Equity Ownership

Group ownership: As of Feb 7, 2025, Directors/nominees and officers as a group owned <1% of outstanding MHF shares .

Insider Trades and Ownership Filings

No additional Form 4 transactions for Ms. Kumar were retrieved in the 2019–2025 period from the insider-trades tool run for MHF and “Nisha Kumar” (search range through 2025-11-20).

Governance Assessment

• Strengths:

  • Independent director with extensive CFO and compliance background; designated audit committee financial expert and chairs the Audit Committee, signaling robust financial oversight .
  • Committees comprised entirely of Independent Directors; Board led by an Independent Chair with regular executive sessions and independent counsel support—hallmarks of strong oversight .
  • Documented Audit Committee engagement with auditor independence and financial statement review culminating in a recommendation to include audited financials .

• Alignment and incentives:

  • Cash compensation consistent with fund complex norms; total complex compensation increased YoY in 2024, reflecting scope across 17 fund directorships .
  • Ownership: None in MHF; however, “Over $100,000” invested across the family of investment companies as of Dec 31, 2024, improving alignment to the broader complex versus prior year’s “None” .

• Risks/Watch items:

  • RED FLAG (optics): Zero reported ownership in MHF itself as of Dec 31, 2024 may be viewed as weaker security-specific alignment despite higher aggregate fund-family ownership .
  • Shareholder engagement optics: No Director attended the 2024 Annual Meeting (no formal policy), which some investors may view as a negative engagement signal, though attendance thresholds for Board/committee meetings were met (≥75%) .
  • Related-party/conflicts: The proxy explicitly states no non-interested Director (nor immediate family) has interests in the adviser or affiliates as of Dec 31, 2024, reducing conflict risk .

• Overall: Ms. Kumar’s audit leadership, “financial expert” designation, and seasoned CFO background support Board effectiveness on financial reporting and controls. Key monitoring items are security-specific ownership in MHF and continued Board engagement practices at annual meetings .