Hillary A. Sale
About Hillary A. Sale
Hillary A. Sale (birth year 1961) is an Independent Trustee of Western Asset Diversified Income Fund, appointed effective November 15, 2024. She chairs the Nominating Committee and serves on the Audit, Compensation, and Pricing & Valuation Committees. Professionally, she is the Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance at Georgetown Law Center and Professor of Management at the McDonough School of Business (since 2018), with prior service as Associate Dean for Strategy (2020–2023). She previously served on FINRA’s Board of Governors (2016–2022).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown Law Center | Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance | Since 2018 | Academic leadership in governance |
| Georgetown Law Center | Associate Dean for Strategy | 2020–2023 | Executive academic leadership |
| FINRA | Member, Board of Governors | 2016–2022 | Market regulation oversight |
| DirectWomen | Member | 2007–2022 | Women’s board advancement nonprofit |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CBOE U.S. Securities Exchanges | Director | Since 2022 | Exchange subsidiary directorship |
| CBOE Futures Exchange | Director | Since 2022 | Exchange subsidiary directorship |
| CBOE SEF | Director | Since 2022 | Exchange subsidiary directorship |
| Foundation Press | Advisory Board Member | Since 2019 | Academic book publisher |
| DirectWomen Board Institute | Chair | Since 2019 | Governance-focused nonprofit leadership |
Board Governance
- Independent status: WDI’s Board comprises eight trustees, seven of whom are Independent Trustees under NYSE rules and the 1940 Act; Sale is one of the Independent Trustees. Eileen A. Kamerick serves as Independent Chair; Independent Trustees meet in executive session and are advised by independent counsel.
- Attendance and engagement: In FY2024, the Board held four regular and two special meetings; each Trustee attended at least 75% of Board and applicable committee meetings. The Fund has no formal shareholder-meeting attendance policy, and no Trustee attended the 2024 Annual Meeting of Stockholders.
| Committee | Role of Hillary A. Sale | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | Nisha Kumar (Audit Committee Financial Expert) | 5 |
| Nominating Committee | Chair | Hillary A. Sale | 7 |
| Pricing & Valuation Committee | Member | Carol L. Colman | 4 |
| Compensation Committee | Member | Peter Mason | 2 |
- Governance process: Committees operate under written charters available on the Fund’s website; the Nominating Committee evaluates independence, time commitment, relationships, and experience when recommending trustees.
Fixed Compensation
| Year | Aggregate Compensation from WDI ($) | Total Compensation from Fund Complex ($) |
|---|---|---|
| 2024 | 4,436 | 32,989 |
Notes: Compensation includes service across WDI committees and other FTFA-advised fund boards; the Fund provides no pension or retirement benefits to Trustees.
Performance Compensation
| Element | Disclosure |
|---|---|
| Equity grants (RSUs/PSUs/Options) | No equity award schedules disclosed in the proxy; only aggregate Trustee compensation is presented. |
| Performance metrics tied to director pay | Not disclosed. |
| Clawbacks/COC/Severance (directors) | Not disclosed for Trustees. |
Other Directorships & Interlocks
| Entity | Role | Public Company/Exchange Subsidiary | Potential Interlock/Exposure |
|---|---|---|---|
| CBOE U.S. Securities Exchanges | Director | Exchange subsidiary | Regulatory/exchange oversight expertise; no related-party ties to WDI disclosed. |
| CBOE Futures Exchange | Director | Exchange subsidiary | As above. |
| CBOE SEF | Director | Exchange subsidiary | As above. |
| Foundation Press | Advisory Board Member | Private/academic publisher | No related-party ties to WDI disclosed. |
| DirectWomen Board Institute | Chair | Nonprofit | Governance network leadership; no related-party ties to WDI disclosed. |
Expertise & Qualifications
- Corporate governance and leadership academic credentials at Georgetown Law/McDonough; NACD Board Faculty since 2021.
- Capital markets/regulatory oversight from FINRA Board of Governors tenure (2016–2022) and directorships at CBOE exchange subsidiaries since 2022.
- Board service across the Franklin Templeton fund complex, overseeing 17 portfolios.
Equity Ownership
| Holder | Fund Ownership (Dollar Range) | Aggregate Dollar Range Across Fund Family |
|---|---|---|
| Hillary A. Sale | A = None | A = None |
- Group ownership: Trustees and officers as a group beneficially owned less than 1% of outstanding Common Shares as of February 7, 2025.
- Related-party/independence checks: No non-interested Trustee (including Sale) or immediate family had interests in the adviser (FTFA) or controlled affiliates as of December 31, 2024.
- Section 16(a) compliance: Based on internal review and representations, all required beneficial ownership reports were filed for FY2024.
Governance Assessment
- Strengths: Independent Trustee with deep governance and regulatory credentials; chairs Nominating Committee with high engagement (seven meetings in FY2024); participates on Audit and valuation oversight committees; Board maintains Independent Chair and super-majority independence with regular executive sessions.
- Alignment considerations: Dollar-range disclosure indicates no personal WDI share ownership as of 12/31/2024; group ownership <1%—typical for closed-end fund boards but signals limited “skin-in-the-game.”
- Attendance signal: Trustees met the ≥75% threshold for Board/committee meetings; however, no trustee attended the 2024 annual shareholder meeting, which some investors may view as suboptimal engagement with shareholders.
- Conflicts: Proxy states no non-interested Trustee (including Sale) had interests in the adviser or its affiliates; no related-party transactions are disclosed.
Overall, Sale’s regulatory and governance expertise, combined with committee leadership, support board effectiveness; limited ownership and non-attendance at the annual meeting are alignment/engagement watch items for investors tracking governance quality.