Hillary A. Sale
About Hillary A. Sale
Hillary A. Sale (birth year 1961) is an Independent Director of Western Asset Managed Municipals Fund Inc. (MMU) and Chair of the Nominating Committee; she joined the MMU Board effective November 15, 2024 and was nominated to serve a Class II term through the 2028 annual meeting . She is the Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance at Georgetown Law and Professor of Management at Georgetown McDonough, with prior service as Associate Dean for Strategy (2020–2023) and governance faculty roles with NACD, evidencing deep expertise in corporate governance and financial regulation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown Law Center | Associate Dean for Strategy | 2020–2023 | Strategic leadership and governance curriculum |
| FINRA | Member, Board of Governors | 2016–2022 | Regulatory oversight; market integrity focus |
| DirectWomen (nonprofit) | Member | 2007–2022 | Board diversity advocacy |
External Roles
| Organization | Role | Since |
|---|---|---|
| CBOE U.S. Securities Exchanges | Director | 2022 |
| CBOE Futures Exchange | Director | 2022 |
| CBOE SEF | Director | 2022 |
| Foundation Press (academic publisher) | Advisory Board Member | 2019 |
| DirectWomen Board Institute | Chair | 2019 |
| NACD | Board Faculty Member | 2021 |
Board Governance
- Independence: Classified by MMU as a Non-Interested Director; all standing committees are comprised solely of Independent Directors under NYSE standards .
- Committee assignments: Member—Audit, Compensation, Pricing and Valuation; Chair—Nominating Committee .
- Attendance and engagement: In FY ended May 31, 2025, the Board held 4 regular and 3 special meetings; each Director attended at least 75% of aggregate Board/committee meetings for which eligible . Committee meeting cadence: Audit (6), Nominating (5), Pricing & Valuation (4), Compensation (3) .
- Board leadership: Eileen A. Kamerick became independent Chair of the Board effective November 15, 2024; 7 of 8 directors are Independent .
- Fund complex oversight: Oversees 21 portfolios within the Franklin Templeton fund complex .
Fixed Compensation
| Component | Amount | Period |
|---|---|---|
| Aggregate Compensation from MMU (cash) | $18,881 | FY ended 05/31/2025 |
| Total Compensation from MMU and Fund Complex | $32,989 | Calendar year ended 12/31/2024 |
| Pension/Retirement Benefits | None provided by Fund | FY ended 05/31/2025 |
MMU states director compensation includes service across committees; meeting fees may be paid, and directors may be reimbursed for reasonable travel expenses (bylaws authorize fees per meeting), but specific fee rates are not disclosed .
Performance Compensation
- No performance-based or equity-linked compensation is disclosed for directors; the proxy presents director compensation as cash totals and notes no pension benefits for directors .
- Equity grants (RSUs/PSUs/options), performance metrics, vesting schedules, severance/change-in-control, clawbacks, tax gross-ups: Not disclosed for directors .
Other Directorships & Interlocks
- Public/market infrastructure roles at CBOE entities (U.S. Securities Exchanges, Futures Exchange, SEF) may provide market-regulatory insight; MMU is listed on NYSE and is a closed-end municipal fund, reducing direct operational conflicts with CBOE entities .
- No interest in MMU’s investment adviser or affiliates was disclosed for non-interested directors (including Sale) as of December 31, 2024, mitigating related-party concerns .
Expertise & Qualifications
- Corporate governance and regulatory expertise through Georgetown professorships and NACD faculty role; former FINRA Board Governor, aligning with audit/compliance oversight needs .
- MMU bylaws set director qualification standards on experience, board service limits, character/fitness, and independence for disinterested directors; Sale’s status and committee roles reflect compliance with these standards .
Equity Ownership
| Measure | Value | As-of |
|---|---|---|
| Dollar Range of Equity Securities in MMU | A = None | 12/31/2024 |
| Aggregate Dollar Range in Family of Investment Companies | A = None | 12/31/2024 |
| Shares Pledged/Hedged | Not disclosed | 12/31/2024 |
| Section 16(a) Reporting Compliance | All filing requirements met for FY 2025, per fund representation | FY ended 05/31/2025 |
Governance Assessment
- Strengths: Independent director with significant governance/regulatory background; Chair of the Nominating Committee; active committee participation; Board structure features independent Chair and super-majority independence; documented committee activity and attendance thresholds signal engagement .
- Alignment considerations (RED FLAG): No disclosed beneficial ownership in MMU or the fund family as of 12/31/2024, which may limit direct economic alignment with shareholders .
- Workload/busyness: Oversight of 21 fund portfolios within the complex enhances experience but can increase demands; MMU bylaws cap board service in registered companies (with investment companies of the same adviser counted as one), providing guardrails .
- Conflicts/Related-party exposure: Proxy indicates no interest in adviser or affiliates for non-interested directors; no related-party transactions disclosed involving Sale in the proxy, reducing conflict risk . Broader governance environment includes adoption of Maryland Control Share Acquisition Act and restated bylaws with stringent advance notice/nominating provisions—relevant for shareholder rights but not specific to Sale .