Nisha Kumar

About Nisha Kumar

Nisha Kumar (birth year: 1970) is a non-interested, independent director of Western Asset Managed Municipals Fund Inc. (MMU) since 2019; she chairs the Audit Committee and serves on the Nominating, Compensation, and Pricing & Valuation Committees, and is designated as one of the Preferred Share Directors; she has been determined by the Board to be an “audit committee financial expert.” Her prior executive background includes CFO/CCO roles at Greenbriar Equity Group (2011–2021), CFO/CAO at Rent the Runway (2011), and EVP/CFO at AOL LLC (2007–2009); she is a member of the Council on Foreign Relations. She oversees 21 portfolios in the Franklin Templeton fund complex as of the 2025 proxy .

Past Roles

External Roles

Board Governance

• Board composition: 8 directors, 7 independent; Eileen A. Kamerick serves as Chair (independent) as of Nov. 15, 2024; Independent directors meet regularly in executive session and are advised by independent counsel .
• Independence: Kumar is a non-interested, independent director under the 1940 Act and NYSE standards .
• Attendance: FY ended May 31, 2025—Board held 4 regular and 3 special meetings; each director attended at least 75% of aggregate Board and committee meetings .
• Preferred Share Director: Designated Preferred Share Director; nominated for Class II election by preferred holders in 2025 .
• Committee assignments (FY ended May 31, 2025) :
  • Audit Committee: Chair (Kumar); 6 meetings; Kumar and Kamerick designated “financial experts” .
  • Nominating Committee: Member; 5 meetings; Chair is Hillary A. Sale .
  • Pricing & Valuation Committee: Member; 4 meetings; Chair is Carol L. Colman .
  • Compensation Committee: Member; 3 meetings; Chair is Peter Mason .

Committee Overview (FY 2025)

Fixed Compensation

• The Fund pays independent directors cash compensation for Board and committee service; no pension or retirement benefits are provided to directors .
• Kumar’s compensation increased year-over-year at both the Fund and Fund Complex levels .

Aggregate Compensation from MMU (Fund)

Total Compensation from Fund Complex (Calendar Year)

Performance Compensation

• Bonuses: Not disclosed in proxy; independent directors typically receive fixed retainers and committee/Chair fees across the complex .
• Equity awards/options: No equity-based compensation disclosed for directors in MMU’s proxy statements .
• Pension/SERP: The Fund does not provide any pension or retirement benefits to directors .
• Clawbacks/COC/severance: Not disclosed for independent directors .

Performance Metrics Table

Other Directorships & Interlocks

The proxy states no director or immediate family member who is not an “interested person” had any interest in the Fund’s investment adviser or its affiliates as of the relevant dates, supporting independence and low related-party exposure .

Expertise & Qualifications

• Audit Committee Chair and “audit committee financial expert,” indicating deep financial reporting and audit oversight expertise .
• Senior CFO and compliance leadership experience across private equity, consumer, and media sectors; Council on Foreign Relations membership .
• Oversees 21 portfolios in the Franklin Templeton fund complex (governance scalability and multi-fund oversight) .

Equity Ownership

• Ownership ranges (as of Dec. 31, 2024): Dollar range of equity securities in MMU = “A” (None); aggregate dollar range across family of investment companies = “E” (Over $100,000) .
• Prior year (as of Dec. 31, 2023): Dollar range in MMU = “A” (None); aggregate dollar range across family = “A” (None) .
• Group holdings: Directors/officers as a group beneficially owned less than 1% of outstanding shares as of the record dates .

Ownership Ranges

Insider Trades

Governance Assessment

• Strengths:

  • Audit Committee leadership and “financial expert” designation; 6 meetings in FY 2025 indicate active financial oversight; Board also held 7 meetings (4 regular, 3 special) with ≥75% attendance, supporting engagement .
  • Independence affirmed; no interests with FTFA or affiliates for non-interested directors (including Kumar), reducing related-party risk .
  • Multi-fund oversight experience (21 directorships in complex), cross-fund governance competencies .

• Alignment and incentives:

  • Director compensation is fixed cash (no pension); Kumar’s MMU fund compensation increased from $30,795 to $34,636, and complex compensation from $435,000 to $486,000, reflecting expanded complex roles (16 to 21 directorships) .
  • Ownership alignment is mixed: no direct MMU share ownership (range “A”), but increased aggregate exposure across the fund family to “E” (> $100,000), signaling broader complex alignment rather than MMU-specific .

• Potential conflicts and risks:

  • No related-party transactions or adviser/affiliate interests disclosed for non-interested directors, mitigating conflict risk .
  • External directorships span an infrastructure fund and consumer issuer; no MMU conflicts disclosed; Nominating Committee evaluates limits on service on other boards per bylaws, providing an added safeguard .

• RED FLAGS (monitor):

  • No MMU share ownership may be viewed as a modest alignment gap for fund-specific skin-in-the-game, though aggregate family holdings increased .
  • Performance-based compensation metrics, clawbacks, equity awards not disclosed for directors—structure is largely fixed cash; ensure Compensation Committee continues to align retainer structure with workload and risk oversight demands .

Overall, Kumar’s audit leadership, independence, and multi-fund governance experience are positives for investor confidence, with minimal conflict indicators and documented engagement across committees and meetings .