Eileen A. Kamerick
About Eileen A. Kamerick
Independent Chair of the Board at Western Asset Diversified Income Fund (WDI). Birth year: 1958, with governance leadership and finance credentials including NACD Board Leadership Fellow (Directorship Certification since 2019) and NACD 2022 Directorship 100 honoree; adjunct professor roles at Georgetown Law, University of Chicago Law School, and University of Iowa College of Law; prior CFO roles at Press Ganey and Houlihan Lokey . Tenure disclosures are inconsistent: “Since 2021” in the 2023 proxy and “Since 2013” in the 2025 proxy; she served as Lead Independent Trustee (2023) and is currently Chair of the Board (2024–present) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Asset Diversified Income Fund (WDI) | Trustee; Audit Committee Chair | Since inception (2021 filing); Audit Chair in 2021 | Audit Chair overseeing financial reporting, auditor selection and services per charter |
| Western Asset Diversified Income Fund (WDI) | Lead Independent Trustee; Member (Audit, Nominating, Compensation, Pricing & Valuation) | Since 2021; Lead Independent Trustee in 2023 | Board leadership; member of all standing committees |
| Western Asset Diversified Income Fund (WDI) | Chair of the Board; Member (Audit, Nominating, Compensation, Pricing & Valuation) | 2024–present | Chairs Board; leads executive sessions; liaison between Independent Trustees and management |
| Houlihan Lokey | Managing Director & CFO; President, Houlihan Lokey Foundation | 2010–2012 | Corporate finance leadership experience |
| Press Ganey Associates | Chief Financial Officer | 2012–2014 | Health care informatics CFO role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Associated Banc-Corp | Director | Since 2007 | Financial services board experience |
| Hochschild Mining plc | Director | Since 2016 | Precious metals company board role |
| ACV Auctions Inc. | Director | Since 2021 | Marketplace/automotive auctions board role |
| VALIC Company I | Director | Since Oct 2022 | Mutual fund board role |
| AIG Funds and Anchor Series Trust | Trustee (Former) | 2018–2021 | Prior fund board experience |
Board Governance
- Board composition: seven of eight Trustees were Independent Trustees in FY2024; Ms. Kamerick serves as Chair and is an Independent Trustee .
- Standing committees: Audit, Nominating, Compensation, Pricing & Valuation; composed entirely of Independent Trustees and each chaired by an Independent Trustee .
- Attendance: FY2024—four regular and two special meetings; each Trustee attended at least 75% of Board and committee meetings; no Trustee attended the 2024 annual meeting of stockholders; the Fund has no formal policy on shareholder meeting attendance .
- Independent leadership: as Chair, she develops agendas, presides over meetings, leads executive sessions of Independent Trustees, and serves as liaison to management; Independent Trustees meet outside management and are advised by independent counsel .
- Prior leadership: FY2023—Board held four regular meetings; each Trustee attended at least 75% of meetings; committees met periodically under Independent Trustee leadership .
- Audit Committee charter scope (from 2021 offering document): oversees audit scope, accounting/financial reporting, internal controls; ratifies auditor selection and compensation; approves audit and permissible non-audit services .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Trustees) | $150,000 | Per annum |
| Regular Board meeting fee | $25,000 per meeting | In addition to retainer |
| Telephonic Board meeting fee | $2,000 per meeting | In addition to retainer |
| Lead Independent Trustee fee | $55,000 | Annual fee |
| Audit Committee Chair fee | $35,000 | Annual fee |
| Audit Sub-Committee member fee | $15,000 | Annual fee |
| Nominating Committee Chair fee | $15,000 | Annual fee |
| Pricing & Valuation Committee Chair fee | $20,000 | Annual fee |
| Compensation Committee Chair fee | $15,000 | Annual fee |
| Compliance Liaison fee | $15,000 | Annual fee |
Fund does not provide pension or retirement benefits to Trustees (stated in proxies) .
Director Compensation (Actuals)
| Year | Aggregate Compensation from WDI ($) | Total Compensation from Fund Complex ($) |
|---|---|---|
| 2021 | 15,552 | 319,000 |
| 2022 | 45,439 | 333,778 |
| 2023 | 31,360 | 457,000 |
| 2024 | 48,723 | 506,000 |
Performance Compensation
- No incentive bonus, stock, option, PSU/RSU awards, or performance-based metrics are disclosed for Trustees; compensation is structured as cash retainers/fees determined by the Compensation Committee .
- No pension/retirement benefits disclosed; no change-in-control or severance provisions are described for Trustees in proxies reviewed .
Other Directorships & Interlocks
- Current public-company boards: Associated Banc-Corp (banking), Hochschild Mining plc (precious metals), ACV Auctions Inc. (marketplace), VALIC Company I (mutual fund) .
- Network implications: multiple financial services/fund boards enhance regulatory and risk oversight expertise; no related-party interests with adviser or affiliates reported as of FY2021–FY2024 .
- Fund complex oversight count: she oversees 17–20 investment company directorships within the complex across periods (varies by year) .
Expertise & Qualifications
- Finance and governance expertise: extensive CFO background; NACD Board Leadership Fellow and Directorship 100 honoree; adjunct faculty in law/business governance; designated “financial expert” in earlier offering document .
- Board qualifications emphasize business/finance experience, financial reporting, and service on highly regulated financial services company boards .
Equity Ownership
| As-of Date | Dollar Range of Equity Securities in WDI | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|
| Dec 31, 2021 | A = None | E = Over $100,000 |
| Dec 31, 2023 | A = None | E = Over $100,000 |
- Group beneficial ownership: nominees, Trustees, and officers as a group beneficially owned less than 1% of WDI outstanding Common Shares at the reporting dates .
- No hedging/pledging or ownership guidelines disclosures were identified in proxies reviewed; security ownership reported in dollar ranges only .
Governance Assessment
- Strengths: Independent Board Chair; all key committees composed entirely of Independent Trustees; regular executive sessions with independent counsel; strong audit oversight and documented fee structure; consistent minimum 75% attendance across FY2023–FY2024 .
- Potential concerns: inconsistent tenure disclosure (“Since 2021” vs “Since 2013”); no Trustees attended the 2024 annual meeting; limited transparency on individual attendance rates and absence of equity alignment in WDI (owns none) may be viewed as weaker “skin-in-the-game” for the specific fund .
- Conflicts: proxies state no non-interested Trustee (and immediate family) had interests in the adviser or affiliates as of FY2021–FY2024, reducing related-party risk signals .
RED FLAGS
- Tenure disclosure inconsistency across filings (2013 vs 2021) merits clarification to avoid investor confusion .
- No attendance at the 2024 annual shareholder meeting (though no formal policy exists) may be noted negatively by some governance-focused investors .
Notes
- Committees currently in place: Audit, Nominating, Compensation, Pricing & Valuation; Ms. Kamerick is a member of all and serves as Board Chair; Nominating Committee Chair in 2025 is Trustee Hillary A. Sale .
- Compensation Committee met once in FY2023; Pricing & Valuation Committee met four times in FY2023; committee compositions include Ms. Kamerick as a member .
- Director compensation includes only cash retainers/fees; no equity, no pensions; determined and recommended by Compensation Committee; amounts shown include service across FTFA-advised boards/committees within the fund complex .