Peter Mason
About Peter Mason
Peter Mason (birth year 1959) is a non‑interested, independent director of BrandywineGLOBAL – Global Income Opportunities Fund Inc. (NYSE: BWG), effective November 15, 2024; he chairs the Compensation Committee and serves on the Audit, Nominating, and Pricing & Valuation Committees, overseeing 17 portfolios within the Franklin Templeton fund complex . His background includes service as Global General Counsel of UNICEF (1998–2021) and current work as an arbitrator and mediator (since 2021), indicating deep legal and managerial expertise . The Board is composed of eight directors, seven of whom are independent; Eileen A. Kamerick is the independent Chair, and independent directors regularly meet in executive session with independent counsel .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UNICEF | Global General Counsel | 1998–2021 | Global legal leadership; governance experience |
| Self-employed | Arbitrator and Mediator | Since 2021 | Dispute resolution expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Sydney USA Foundation | Chairman | Since 2020 | Non-profit board leadership |
| The Radio Workshop US, Inc. | Director | Since 2023 | Non-profit/academic media |
Board Governance
- Board composition: 8 directors; 7 independent; independent Chair (Eileen A. Kamerick) with executive sessions of independent directors and independent legal counsel .
- Committee memberships: Mason—Audit, Nominating, Pricing & Valuation; Chair of Compensation Committee .
- Committee chairs: Audit—Nisha Kumar; Nominating—Hillary A. Sale; Pricing & Valuation—Carol L. Colman; Compensation—Peter Mason .
- Engagement and workload (FY ended 10/31/2024): Board held 4 regular and 1 special meeting; Audit met 5x; Nominating 7x; Pricing & Valuation 4x; Compensation 1x .
- Attendance disclosure: “Each Director attended at least 75% of the aggregate number of meetings of the Board and the committees for which he or she was eligible” (FY2024); no Director attended the 2024 Annual Meeting of Stockholders (note Mason joined after FY2024) .
Fixed Compensation
| Metric | FY 2024 | CY 2024 |
|---|---|---|
| Aggregate Compensation from BWG (Fund) | — | — |
| Total Compensation from Fund and Fund Complex | — | $32,989 |
| Number of Investment Company Directorships in Complex | — | 17 |
- The Fund does not provide pension or retirement benefits to Directors .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director compensation | Not disclosed in proxy; Compensation Committee’s role is to recommend independent director compensation |
| Equity or option awards to directors | Not disclosed in proxy table; only aggregate compensation is presented |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company directorships | None disclosed for Mason |
| Fund complex oversight | 17 portfolios overseen within Franklin Templeton fund complex |
| Potential interlocks (competitors/suppliers/customers) | None disclosed; independent status affirmed |
Expertise & Qualifications
- The Board cites Mason’s legal and managerial experience among director attributes; directors were selected based on character, integrity, willingness to serve, time commitment, and (for non‑interested directors) independence under the 1940 Act and NYSE standards .
- Audit Committee financial expert on Board is Nisha Kumar (chair); Mason contributes legal oversight on Audit, Nominating, and Pricing & Valuation .
Equity Ownership
| Metric | Mason |
|---|---|
| Dollar range of equity securities in BWG | A = None |
| Aggregate dollar range in family of investment companies | A = None |
| Group beneficial ownership (Directors & officers) | <1% of BWG outstanding shares (as of 2/7/2025) |
Governance Assessment
-
Positives
- Strong independence: 7 of 8 directors independent; all standing committees are entirely independent and chaired by independent directors .
- Experienced governance leadership: Independent Chair; robust committee cadence (Audit 5x, Nominating 7x, Pricing & Valuation 4x) indicating active oversight .
- Mason’s legal background (UNICEF GC) aligns with audit, nominating, and valuation oversight; chairing Compensation centralizes responsibility for independent director pay .
- No related‑party conflicts disclosed among independent directors or immediate family with FTFA or affiliates as of 12/31/2024 .
- Section 16 compliance: BWG states all filing requirements met for FY2024 .
-
Risks / RED FLAGS
- Zero “skin‑in‑the‑game”: Mason reports no BWG or fund family holdings (“A” = None), which may weaken ownership alignment for a governance chair .
- Shareholder engagement optics: No director attended the 2024 Annual Meeting of Stockholders (note timing relative to Mason’s appointment), which can be perceived as low engagement with retail investors in closed‑end funds .
- Board turnover: Two long‑serving directors (Cronin, Cucchi) resigned effective December 31, 2024; while refreshment can be positive, transitions warrant monitoring for continuity of oversight .
- Compensation disclosure granularity: Proxy provides aggregate compensation but no detailed mix (retainer vs. chair fees vs. meeting fees) or performance‑linked criteria for directors, limiting pay‑for‑performance assessment .
-
Implications for investors
- Mason’s legal and dispute‑resolution expertise supports committee effectiveness and risk oversight, especially in audit and valuation contexts .
- Lack of personal share ownership is an alignment concern; investors may push for adoption of director ownership guidelines or voluntary ownership targets to bolster confidence .
- Active committee schedules and independent leadership structure mitigate governance risk; continued transparency on director compensation design and engagement practices would further strengthen investor trust .