Eileen A. Kamerick
About Eileen A. Kamerick
Independent Chair of the Board at Western Asset Intermediate Muni Fund Inc. (NYSE: SBI); non-interested director serving since 2013, with birth year 1958. Background includes CEO of The Governance Partners, LLC (since 2015), NACD Board Leadership Fellow (since 2016; Directorship Certification since 2019) and NACD 2022 Directorship 100 honoree; adjunct professor roles at Georgetown University Law Center (since 2021), The University of Chicago Law School (since 2018), and University of Iowa College of Law (since 2007). Prior operating experience as 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 in a health care informatics company |
| Houlihan Lokey | Managing Director & Chief Financial Officer; President, Houlihan Lokey Foundation | 2010–2012 | Corporate finance leadership; philanthropic foundation leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Governance Partners, LLC | Chief Executive Officer | Since 2015 | Governance consulting |
| Georgetown University Law Center | Adjunct Professor | Since 2021 | Leadership and corporate governance |
| The University of Chicago Law School | Adjunct Professor | Since 2018 | Law instruction |
| University of Iowa College of Law | Adjunct Professor | Since 2007 | Law instruction |
| NACD | Board Leadership Fellow; Directorship Certification | Fellow since 2016; Certification since 2019 | NACD 2022 Directorship 100 honoree |
| VALIC Company I | Director | Since Oct 2022 | Mutual fund complex |
| ACV Auctions Inc. | Director | Since 2021 | Public company board |
| Hochschild Mining plc | Director | Since 2016 | Precious metals company |
| Associated Banc-Corp | Director | Since 2007 | Financial services company |
Board Governance
- Role: Independent Chair of the Board; leads executive sessions, sets agendas, and liaises between independent directors and management; Board is 8 directors with 7 independent in 2025 .
- Committees: Member of Audit, Nominating, Compensation, and Pricing & Valuation Committees; signs Audit Committee report .
- Independence: Non-interested director under 1940 Act; independent per NYSE standards .
- Attendance: In FY ended Nov 30, 2024, Board held 4 regular meetings; each director attended at least 75% of meetings; no director attended the 2024 annual meeting (no formal policy) . In FY ended Nov 30, 2023, Board held 4 regular and 3 special meetings; ≥75% attendance; no director attended the 2023 annual meeting .
- Committee leadership around her: Audit Committee chaired by Nisha Kumar; Nominating chaired by Hillary A. Sale; Compensation chaired by Peter Mason; Pricing & Valuation chaired by Carol L. Colman .
| Committee | Composition (Independent Directors) | Chair | Meetings (FY 2024) |
|---|---|---|---|
| Audit | Colman, Kamerick, Kumar, Sale; Agdern, Grillo, Mason | Nisha Kumar | 5 |
| Nominating | Colman, Kamerick, Kumar, Sale; Agdern, Grillo, Mason | Hillary A. Sale | 7 |
| Pricing & Valuation | Colman, Kamerick, Kumar, Sale; Agdern, Grillo, Mason | Carol L. Colman | 4 |
| Compensation | Colman, Kamerick, Kumar, Sale; Agdern, Grillo, Mason | Peter Mason | 1 |
Prior role: Lead Independent Director in 2024, with Chairman then being an “interested person” (Jane Trust), evidencing trusted governance standing prior to elevation to Board Chair .
Fixed Compensation
| Metric | FY Ended 11/30/2023 | FY Ended 11/30/2024 |
|---|---|---|
| Aggregate Compensation from SBI (Fund) ($) | 8,011 | 7,549 |
| Total Compensation from Fund + Fund Complex ($, Calendar Year) | 457,000 | 506,000 |
Notes: Fund pays no pension or retirement benefits to directors; compensation includes service across committees and boards within the Franklin Templeton fund complex .
Performance Compensation
| Metric | FY Ended 11/30/2023 | FY Ended 11/30/2024 |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed by Fund | Not disclosed by Fund |
| Option awards | Not disclosed by Fund | Not disclosed by Fund |
| Performance metrics tied to pay | Not disclosed by Fund | Not disclosed by Fund |
| Clawbacks / COI provisions | Not disclosed by Fund | Not disclosed by Fund |
Other Directorships & Interlocks
| Company | Role | Since | Potential Interlock/Notes |
|---|---|---|---|
| Associated Banc-Corp | Director | 2007 | Financial services; no related-party interest with FTFA/affiliates disclosed |
| ACV Auctions Inc. | Director | 2021 | Technology/marketplace; no related-party interest with FTFA/affiliates disclosed |
| Hochschild Mining plc | Director | 2016 | Mining; no related-party interest with FTFA/affiliates disclosed |
| VALIC Company I | Director | Oct 2022 | Fund complex; no related-party interest with FTFA/affiliates disclosed |
No non-interested director (including Ms. Kamerick) nor immediate family had interests in the investment adviser (FTFA), subadviser (Western Asset), or their affiliates as of Dec 31, 2024 .
Expertise & Qualifications
- Experience in business and finance, including financial reporting; board member of a highly regulated financial services company (Associated Banc-Corp) .
- Governance expertise through NACD leadership credentials; academic governance/leadership teaching roles across top law schools .
- Active participation across all key Board committees (Audit, Nominating, Compensation, Pricing & Valuation), underscoring breadth of oversight .
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Dollar Range of Equity Securities in SBI | A = None | A = None |
| Aggregate Dollar Range in all Funds Overseen (Family of Investment Companies) | E = Over $100,000 | E = Over $100,000 |
| Group beneficial ownership (Directors + officers) as % of outstanding | <1% | <1% |
Notes: Ownership ranges defined as A=None; E=Over $100,000; “Family of Investment Companies” denotes related investment companies sharing adviser/underwriter relationships .
Governance Assessment
-
Positives:
- Independent Chair overseeing a super-majority independent Board; strong executive-session leadership and independent counsel support .
- Full committee coverage (Audit, Nominating, Compensation, Pricing & Valuation), with robust meeting cadence (Audit=5; Nominating=7; Pricing & Valuation=4) implying active oversight .
- No related-party interests with FTFA/Western Asset or affiliates for non-interested directors; Section 16 compliance met for FY 2024 .
-
Risk Indicators and RED FLAGS:
- No personal share ownership in SBI (Dollar Range A=None) may signal weaker direct alignment with common stockholders, typical in fund boards but still an alignment consideration .
- Board-level pattern of non-attendance at annual stockholder meetings (no director attended in 2023 or 2024; no formal attendance policy), which could be perceived as lower direct stockholder engagement, albeit common in closed-end fund complexes .
- Multiple external public company directorships increase time-commitment complexity; monitor for any evolving interlocks or conflicts, though currently no related-party interests disclosed with adviser/subadviser .
-
Signals for investors:
- Elevation from Lead Independent Director (2024) to Independent Chair (2025) enhances independent oversight and investor confidence in governance structure .
- Year-over-year increase in total complex-wide compensation (from $457k to $506k) reflects broader complex responsibilities rather than SBI-specific pay escalation; no performance-linked pay disclosed .