Hillary A. Sale

About Hillary A. Sale

Hillary A. Sale (birth year: 1961) is a Non-Interested (Independent) Director of Western Asset Intermediate Muni Fund Inc. (SBI), appointed effective November 15, 2024. She chairs the Nominating Committee and serves on the Audit, Compensation, and Pricing & Valuation Committees; she oversees 17 portfolios in the Franklin Templeton fund complex. Professionally, she is the Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance at Georgetown Law and Professor of Management at Georgetown’s McDonough School of Business (since 2018), with prior roles including Associate Dean for Strategy at Georgetown Law (2020–2023), NACD Board Faculty Member (since 2021), and a former FINRA Board of Governors member (2016–2022) .

Past Roles

External Roles

Board Governance

• Independence and structure: SBI’s Board has eight directors, seven Independent; all standing committees (Audit, Nominating, Compensation, Pricing & Valuation) are composed solely of Independent Directors and are chaired by Independent Directors. Eileen A. Kamerick serves as Independent Chair; Independent Directors meet in executive sessions and are advised by independent legal counsel .
• Attendance: In FY2024 the Board held four regular meetings; each Director attended at least 75% of the aggregate Board and committee meetings for which they were eligible. The Fund has no formal policy for annual meeting attendance, and no Director attended the 2024 Annual Meeting of Stockholders .
• Committee assignments and activity (FY2024):
  • Nominating: Chair — Hillary A. Sale; met 7 times; reviews qualifications, independence, limits on other board service per bylaws; may engage search firms; charter available on the Fund’s website .
  • Audit: Chair — Nisha Kumar; met 5 times; financial reporting integrity, auditor selection/fees, compliance oversight; operates under a written charter available on the Fund’s website .
  • Pricing & Valuation: Chair — Carol L. Colman; met 4 times; valuation oversight of portfolio securities .
  • Compensation: Chair — Peter Mason; met 1 time; recommends compensation of Independent Directors; operates under written charter .
• Tenure: Sale has served as Director since 2024 (effective November 15, 2024) .

Fixed Compensation

• Context: Director amounts include service on all committees across certain other FTFA-advised investment companies; the Fund pays no pension or retirement benefits to Directors .

Other Directorships & Interlocks

Expertise & Qualifications

• The proxy identifies Sale’s “experience as a college professor and experience as a board member for financial and corporate institutions” among Board attributes considered; references to qualifications do not imply special expertise under SEC rules .
• Committee leadership: Chair of Nominating; member of Audit, Compensation, Pricing & Valuation .
• The Board’s bylaw qualification framework covers experience requirements, limits on service on other boards, and character/fitness; the Nominating Committee determines compliance and independence considerations (e.g., relationships that might impair independence) .

Equity Ownership

• At February 7, 2025, directors and officers as a group beneficially owned less than 1% of outstanding shares of Common and Preferred Stock .
• Range definitions: A = None; B = $1–$10,000; C = $10,001–$50,000; D = $50,001–$100,000; E = Over $100,000 .
• No Director or nominee who is not an “interested person” (as defined in the 1940 Act), nor any immediate family members, had any interest in the Fund’s investment adviser or its controlling affiliates as of December 31, 2024 .

Governance Assessment

• Engagement signal: As Nominating Chair, Sale oversaw seven committee meetings in FY2024, a high cadence relative to other committees, suggesting active board refreshment and qualifications oversight .
• Independence and structure: The Board’s super-majority of Independent Directors, Independent Chair, and independent committee composition, with regular executive sessions and independent counsel, are positive governance features for investor oversight .
• Ownership alignment: Sale reported no beneficial ownership in SBI and none across the Fund family (Range “A”), which may be viewed as a potential alignment shortfall for some investors focused on director “skin in the game” .
• Attendance signals: All Directors met at least the 75% attendance threshold; however, absence at the 2024 Annual Meeting by all Directors may be a neutral-to-minor negative signal for shareholder engagement depending on investor expectations .
• Conflicts and related-party exposure: No disclosed interests in the adviser or its controlling affiliates; bylaw-based qualification limits and explicit independence review by the Nominating Committee mitigate conflict risk. External directorships at CBOE entities are in market infrastructure and do not indicate a direct related-party transaction with SBI .

RED FLAGS

• No SBI share ownership (Dollar Range “A”): potential investor concern on alignment .
• No Director attendance at the 2024 Annual Meeting: shareholder engagement optics risk .

Positives

• Independent committee leadership and robust Nominating activity under Sale’s chair role .
• No adviser/affiliate interests; structured independence and qualification requirements in bylaws .
• Board super-majority independence and executive sessions with independent counsel .