Nisha Kumar
About Nisha Kumar
Nisha Kumar (born 1970) is an independent (non-interested) trustee of Western Asset Diversified Income Fund (WDI). She currently chairs the Audit Committee and has been determined by the Board to be an “audit committee financial expert.” Her background includes senior CFO roles in private equity and public companies; her tenure is disclosed as “Since 2019” in the 2025 proxy. Education is not disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenbriar Equity Group, LP | Managing Director; Chief Financial Officer and Chief Compliance Officer | 2011–2021 | Finance leadership and compliance oversight for private equity platform |
| Rent the Runway, Inc. | Chief Financial Officer and Chief Administrative Officer | 2011 | Operational finance leadership in consumer tech |
| AOL LLC (Time Warner Inc. subsidiary) | Executive Vice President and Chief Financial Officer | 2007–2009 | Corporate finance leadership at major media/tech subsidiary |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stonepeak-Plus Infrastructure Fund LP | Director | Since 2025 | Infrastructure fund governance |
| Birkenstock Holding plc | Director | Since 2023 | Public company board seat |
| The India Fund, Inc. | Director | Since 2016 | Closed-end fund board |
| Aberdeen Income Credit Strategies Fund | Director | 2017–2018 | Former closed-end fund board |
| The Asia Tigers Fund, Inc. | Director | 2016–2018 | Former closed-end fund board |
| Council on Foreign Relations | Member | Not specified | Professional affiliation |
Board Governance
| Committee | Membership | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Member | Nisha Kumar | 5 |
| Nominating | Member | Hillary A. Sale | 7 |
| Compensation | Member | Peter Mason | 2 |
| Pricing & Valuation | Member | Carol L. Colman | 4 |
- Independence and service: Kumar is a non-interested, NYSE-independent trustee; she is disclosed in 2025 as serving “Since 2019.”
- Attendance: In FY2024 the Board held four regular and two special meetings; each trustee attended at least 75% of meetings of the Board and committees for which they were eligible. Notably, no trustee attended the 2024 annual meeting of stockholders.
- Board leadership: The Board comprises eight trustees (seven independent); Eileen A. Kamerick serves as independent Chair, leading executive sessions and acting as liaison to management.
- Audit oversight: As Audit Chair and “audit committee financial expert,” Kumar oversees financial reporting integrity, auditor independence, and compliance; the committee met five times in FY2024 and operates under a published charter.
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Aggregate Compensation from WDI ($) | 42,642 | 29,566 | 46,238 |
| Total Compensation from Fund Complex ($) | 313,778 | 435,000 | 486,000 |
| Pension/Retirement Benefits Provided? | None | None | None |
- Compensation is disclosed as aggregate amounts for service on the Board and committees across the Franklin Templeton fund complex; the Fund provides no pension or retirement benefits to trustees.
Performance Compensation
- No performance-linked compensation (bonuses, PSUs/RSUs, options), metrics, or vesting schedules are disclosed for trustees; compensation tables present aggregate amounts without performance criteria.
Other Directorships & Interlocks
| Company | Sector/Type | Relationship/Interlock Risk |
|---|---|---|
| Birkenstock Holding plc | Consumer | No disclosed related-party ties to WDI’s adviser/service providers; low direct conflict likelihood. |
| The India Fund, Inc. | Closed-end fund | Serving on other funds is evaluated by the Nominating Committee; independence criteria include avoiding competing financial services conflicts. |
| Stonepeak-Plus Infrastructure Fund LP | Private/Infrastructure | No disclosed WDI-related transactions or adviser affiliations. |
Expertise & Qualifications
- Financial and accounting expertise; prior CFO roles across private equity and public companies, and Audit Chair designation as “financial expert.”
- Experience in compliance (former CCO at Greenbriar) and governance (multiple fund boards).
- NACD/board governance credentials not specifically disclosed for Kumar.
Equity Ownership
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Dollar Range of Equity Securities in WDI | A = None | A = None | E = Over $100,000 |
| Aggregate Dollar Range in Funds Overseen | A = None | A = None | E = Over $100,000 |
| Group Ownership (% of Common Shares) | <1% of outstanding | <1% of outstanding | <1% of outstanding |
- Shift from “None” to “Over $100,000” in WDI holdings (and across fund family) between 2023 and 2024 indicates improved alignment with shareholders.
Governance Assessment
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Strengths
- Audit Chair and “financial expert” designation, enhancing oversight of reporting, compliance, and auditor independence; robust committee activity (five Audit meetings in FY2024).
- Clear independence (non-interested trustee) and absence of related-party interests with FTFA/Western Asset or affiliates.
- Ownership alignment improved materially in 2024 (E-level holdings), signaling increased skin-in-the-game.
- Board leadership structure features independent Chair and regular executive sessions with independent counsel.
-
Watch items / potential RED FLAGS
- No trustees attended the 2024 annual stockholder meeting, a soft engagement signal for some investors.
- High number of fund complex directorships (17 in 2025; previously 18–19) can pose time-commitment risk; monitoring of attendance and committee engagement is warranted.
- No performance-based pay constructs for trustees (common for funds) means compensation is not directly tied to investment performance or TSR, though this aligns with 1940 Act fund governance norms.
-
Compliance and conflicts
- Section 16 compliance met in FY2024; FY2023 shows one late Form 3 for an officer (not Kumar), suggesting no personal filing issues for Kumar.
- Nominating Committee explicitly screens for relationships that impair independence or affiliations with competing financial service organizations; no issues disclosed for Kumar.
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Overall view
- Kumar’s audit leadership and recent personal investment in WDI bolster investor confidence in board oversight and alignment. The lack of annual meeting attendance in 2024 and extensive fund complex commitments should be monitored, but current disclosures show satisfactory committee engagement and independence.