Nisha Kumar

About Nisha Kumar

Nisha Kumar (birth year: 1970) is a Non-Interested Director of Western Asset Intermediate Muni Fund Inc. (NYSE: SBI) since 2019, serving as Chair of the Audit Committee and designated by the Board as an “audit committee financial expert.” Her background includes senior finance leadership roles: Managing Director, CFO and Chief Compliance Officer at Greenbriar Equity Group, LP (2011–2021); CFO/CAO at Rent the Runway, Inc. (2011); and EVP & CFO at AOL LLC (2007–2009). She is also a Member of the Council on Foreign Relations and currently oversees 17 portfolios in the Franklin Templeton fund complex .

Past Roles

External Roles

Board Governance

• Independence: The Board has eight directors, seven of whom are Independent Directors; Independent Directors regularly meet outside management and are advised by independent legal counsel .
• Committee leadership: Kumar is Chair of the Audit Committee and designated an “audit committee financial expert” .
• Committee membership: She serves on Nominating, Compensation, and Pricing & Valuation Committees (all-Independent) .
• Attendance and engagement: In FY ended Nov 30, 2024, the Board held four regular meetings and each Director attended at least 75% of Board/committee meetings; there is no formal policy for annual meeting attendance and no Director attended the 2024 annual meeting .
• Committee activity levels (FY 2024): Audit met 5x; Nominating met 7x; Compensation met 1x; Pricing & Valuation met 4x .

Fixed Compensation

• The Fund pays directors cash compensation for service; no pension or retirement benefits are provided to Directors .
• Kumar’s compensation increased year-over-year across the fund complex, with stable fund-level fees.

Performance Compensation

• No performance-based compensation metrics (e.g., TSR, EBITDA) for directors are disclosed; compensation reflects fees for service across the fund complex .

Other Directorships & Interlocks

• Kumar’s additional boards span infrastructure (Stonepeak-Plus Infrastructure Fund LP), consumer (Birkenstock Holding plc), and other closed-end funds (The India Fund, Inc.; prior roles at Aberdeen Income Credit Strategies Fund and The Asia Tigers Fund) .
• The Fund’s bylaws include director qualification requirements, including limits on service on other boards, managed by the Nominating Committee to mitigate overboarding/conflict risks .
• The proxy states non-interested directors (and immediate family) had no interest in the Fund’s investment adviser or affiliates as of the disclosure dates, reducing related-party exposure .

Expertise & Qualifications

• Designated audit committee financial expert; deep financial and accounting expertise from prior CFO roles .
• Experience across private equity, consumer retail, and media, with governance engagement through the Council on Foreign Relations .
• Oversees 17 portfolios in the current fund complex, indicating significant breadth of fund governance experience .

Equity Ownership

• Kumar reported “A” = None for SBI fund-level holdings; aggregate holdings across the family of investment companies moved from “A” to “E” (over $100,000) by 2024, indicating broader complex-level alignment though no SBI-specific stake. Group ownership remains <1% of outstanding shares across years .

At Feb 7, group beneficial ownership of Directors/officers was <1% of outstanding common and preferred shares in 2023–2025 .

Governance Assessment

• Strengths:

  • Independent director with finance depth; designated audit committee financial expert; chairs Audit Committee; robust committee cadence (Audit 5x; Nominating 7x) supports oversight quality .
  • Clear independence posture: Board super-majority independent; explicit statement of no interest in the adviser/affiliates; independent counsel for executive sessions .
  • Complex-level ownership alignment improved (aggregate “E” across family by 2024), suggesting broader ecosystem alignment even without SBI-specific holdings .

• Potential concerns and RED FLAGS:

  • No SBI fund-level share ownership disclosed (A = None), which may signal lower direct alignment with SBI’s shareholders even if typical for closed-end fund directors .
  • No Director attended the 2024 Annual Meeting (no formal attendance policy); may be neutral for funds but can be perceived as weaker shareholder engagement .
  • Multiple external directorships require time management; mitigated by bylaws that include limits on other board service and Nominating Committee oversight .

• Related-party and conflicts:

  • No related-party interests with the investment adviser or its affiliates disclosed for non-interested directors (including Kumar) as of 12/31/2024 and 12/31/2023 .
  • Audit Committee pre-approves audit and permissible non-audit services, monitors auditor independence, and disclosed fee levels; non-audit services to service affiliates are within set thresholds, reducing auditor conflict risks .

• Attendance and workload:

  • Each Director met the ≥75% attendance threshold in FY 2024; Board met four times; committee meeting cadence appears appropriate to fund scale and risk oversight .