Hillary A. Sale
About Hillary A. Sale
Hillary A. Sale (birth year 1961) is an Independent Director of LMP Capital and Income Fund Inc. (NYSE: SCD), serving since November 15, 2024. She is the Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance at Georgetown Law and Professor of Management at McDonough School of Business (since 2018), with prior service as Associate Dean for Strategy (2020–2023). She has significant regulatory governance experience, including prior service on the FINRA Board of Governors (2016–2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown Law Center | Associate Dean for Strategy | 2020–2023 | Senior leadership role shaping strategy |
| FINRA | Board of Governors | 2016–2022 | Regulatory oversight of broker-dealers |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown Law; McDonough School of Business | Professor (Governance/Management) | Since 2018 | Governance and leadership scholarship |
| CBOE U.S. Securities Exchanges; CBOE Futures Exchange; CBOE SEF | Director | Since 2022 | Regulatory board oversight for exchange subsidiaries |
| Foundation Press | Advisory Board Member | Since 2019 | Academic publishing advisory |
| DirectWomen Board Institute | Chair | Since 2019 | Board readiness; prior involvement 2007–2022 |
Board Governance
- Classification and tenure: Class I Director; term runs until the 2027 Annual Meeting of Stockholders .
- Independence: Non-interested, Independent Director; all standing committees comprise Independent Directors .
- Committee assignments:
- Chair, Nominating Committee .
- Member, Audit Committee (Audit met 5 times in FY 2024) .
- Member, Compensation Committee (met once in FY 2024) .
- Member, Pricing and Valuation Committee (met 4 times in FY 2024) .
- Board structure and engagement:
- Board held four regular and two special meetings in FY 2024; each Director attended at least 75% of eligible Board/committee meetings .
- Eileen A. Kamerick serves as Chair of the Board; Independent Directors meet in executive session and have independent counsel .
- No Director attended the 2024 Annual Meeting of stockholders; the Fund has no formal policy on annual meeting attendance .
Fixed Compensation
| Metric | FY Ended 11/30/2024 | Notes |
|---|---|---|
| Aggregate compensation from SCD ($) | 1,133 | Became Director effective 11/15/2024 |
| Total compensation from Fund Complex ($, CY 2024) | 32,989 | Compensation across 17 investment company directorships |
| Pension/retirement benefits | None | The Fund does not provide pension/retirement benefits to Directors |
Performance Compensation
| Metric | Disclosure | Notes |
|---|---|---|
| Target/Actual Bonus | Not disclosed | Director compensation presented as aggregate amounts; no bonus metrics disclosed |
| Equity awards (RSUs/PSUs) | Not disclosed | No equity grants or options described for Directors |
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed | No performance-tied director compensation metrics disclosed |
| Clawback provisions | Not disclosed | Not mentioned for Directors |
The Compensation Committee’s remit is to recommend Independent Director compensation; it met once in FY 2024. No use of compensation consultants or performance metric frameworks is disclosed for Director pay .
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| CBOE U.S. Securities Exchanges, CBOE Futures Exchange, CBOE SEF | Subsidiaries of Cboe Global Markets | Director | Regulatory boards; no disclosed related-party transactions with SCD/FTFA |
| Foundation Press | No | Advisory Board Member | Academic publisher; no conflict indicated |
| DirectWomen Board Institute | No | Chair | Nonprofit; no conflict indicated |
- Independence and related-party checks: The Fund discloses that no Independent Director or immediate family member had any interest in the adviser or affiliates as of 12/31/2024 .
Expertise & Qualifications
- Corporate governance and leadership academic expertise; NACD Board Faculty member since 2021 .
- Regulatory oversight experience via FINRA Board and CBOE regulatory boards .
- Committee leadership: Chairs Nominating Committee; active member of Audit, Compensation, and Pricing & Valuation Committees .
Equity Ownership
| As of | Dollar Range of Equity in SCD | Aggregate Dollar Range in Fund Family | Group Ownership Context |
|---|---|---|---|
| 12/31/2024 | A (None) | A (None) | Directors/officers as a group owned <1% of outstanding shares at 2/7/2025 |
- Section 16 compliance: Based on filings and representations, the Fund believes all required ownership reports were filed for FY 2024 ; FY 2024 statement for SCD notes compliance (no SCD-specific Form 3 for Sale disclosed) .
Governance Assessment
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Strengths:
- Independent Director with deep governance/regulatory credentials; chairs Nominating Committee, participates in Audit/Pricing & Valuation oversight .
- Board led by an Independent Chair; Independent Directors hold executive sessions and have independent counsel .
- No related-party interests with the adviser or affiliates disclosed for Independent Directors .
-
Watch items / RED FLAGS:
- Ownership alignment: No SCD share ownership as of 12/31/2024; group ownership <1%—a potential “skin-in-the-game” gap for investor alignment .
- Engagement signal: No Directors attended the 2024 Annual Meeting of stockholders; the Fund lacks a formal annual meeting attendance policy—may be viewed negatively by some governance-focused investors .
- Time commitment: Extensive roles across the fund complex (17 directorships) and external governance activities could raise time-availability questions, though not uncommon in fund complexes .
- Control Share Acquisition Act: The Fund’s opt-in to MCSAA limits voting rights for “control shares”; while board-level, investors may view this as anti-takeover and not shareholder-friendly. This is a fund governance environment factor, not specific to Sale .
Overall, Sale brings strong governance/regulatory expertise and committee leadership to SCD’s board. The primary investor-alignment concern is zero ownership and the board’s non-attendance at the 2024 annual meeting, balanced against a majority-Independent board structure and clear committee activity disclosures .