Thomas Mandia
About Thomas Mandia
Thomas C. Mandia (birth year: 1962) serves as Senior Vice President of BrandywineGLOBAL – Global Income Opportunities Fund Inc. (BWG) since 2022; he is a career fund-complex legal executive serving as Senior Associate General Counsel of Franklin Templeton since 2020 and previously Managing Director and Deputy General Counsel of Legg Mason & Co. (2005–2020) . Officers of the Fund are elected annually by the Board and receive no compensation from the Fund (they may be reimbursed for reasonable out-of-pocket travel expenses), so no fund-linked pay-for-performance metrics (e.g., TSR, revenue/EBITDA growth) are disclosed for officers in the proxy .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Franklin Templeton | Senior Associate General Counsel | Since 2020 | Senior legal counsel across fund complex; governance and securities law oversight . |
| Legg Mason & Co. | Managing Director and Deputy General Counsel | 2005–2020 | Senior legal leadership for fund complex prior to integration into Franklin Templeton . |
| LM Asset Services, LLC (LMAS) | Secretary | Since 2002 | Corporate secretary function supporting fund-adviser operations . |
| Legg Mason Fund Asset Management, Inc. (LMFAM; formerly registered investment adviser) | Secretary | Since 2013 | Corporate secretary responsibilities for affiliated adviser entity . |
| Fund complex (various funds) | Assistant Secretary | 2006–2022 | Assistant secretary roles for certain funds in the Franklin/Legg Mason complex . |
| FTFA/LMPFA (Franklin Templeton/Legg Mason fund adviser) | Secretary | Since 2006 | Secretary to the fund adviser entity (LMPFA/FTFA) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| FTFA (formerly LMPFA) | Secretary | Since 2006 | Secretary of the fund adviser entity supporting BWG . |
| Franklin Mutual Advisers, LLC | Assistant Secretary (signatory) | 2025 | Signed Schedule 13G on behalf of Franklin Mutual Advisers, indicating filing authority . |
| Multiple Franklin/Legg Mason closed-end funds | Attorney-in-fact (Section 13/16 filings) | 2020–2025 | Named as attorney-in-fact on Section 13/16 Powers of Attorney for reporting entities . |
Fixed Compensation
Officers of BWG receive no compensation from the Fund; they may be reimbursed for reasonable out-of-pocket travel expenses for attending Board meetings. Compensation, if any, is paid by Franklin Templeton affiliates and is not disclosed in BWG’s proxy.
| Component | Disclosure at BWG |
|---|---|
| Base salary | Not paid by the Fund; not disclosed in proxy . |
| Target bonus % | Not paid by the Fund; not disclosed in proxy . |
| Actual bonus paid | Not paid by the Fund; not disclosed in proxy . |
| Cash perquisites | Officers may be reimbursed for reasonable out-of-pocket travel expenses . |
Officers are elected annually by the Board to hold office until successors are duly elected and qualified .
Performance Compensation
No performance-based compensation (annual cash incentives, RSUs/PSUs, stock options) is granted by BWG to officers; performance metrics, award values, and vesting schedules for officers are not disclosed in the Fund’s proxy.
| Incentive type | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash incentive | Not applicable | — | — | — | — |
| RSUs/PSUs | Not applicable | — | — | — | — |
| Stock options | Not applicable | — | — | — | — |
All items above not applicable because “Officers of the Fund receive no compensation from the Fund” . Officers’ compensation (if any) is set and paid by Franklin affiliates and not detailed in BWG’s proxy .
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Officer-specific ownership (Mandia) | Not individually disclosed in the proxy; officer-level holdings are not itemized . |
| Directors and officers as a group | Less than 1% of outstanding BWG shares as of Dec 31, 2022 (and as of Feb 8, 2022) . |
| Pledging/hedging | Not disclosed in the proxy for officers . |
| Ownership guidelines (officers) | Not disclosed in the proxy for officers . |
Shares outstanding context:
| Record date | Common shares outstanding | Preferred shares outstanding |
|---|---|---|
| Feb 7, 2025 | 16,791,836 | 2,500,000 Series E |
Employment Terms
| Aspect | Terms/Disclosure |
|---|---|
| Appointment/term | Officers are chosen annually by the Board; hold office until successors are duly elected and qualified . |
| Compensation source | Officers receive no compensation from the Fund; may be reimbursed for reasonable out-of-pocket travel expenses . |
| Section 16 compliance | BWG states all required officer/director filings were met for FY ended Oct 31, 2024; prior confirmations also noted for FY 2022, FY 2021, FY 2020 . |
| Powers of Attorney | Mandia named attorney-in-fact on multiple Section 13/16 POAs; also acted as Assistant Secretary signatory for a Franklin affiliate’s 13G . |
| Employment contracts, severance, change-of-control | Not disclosed in BWG proxy for officers (proxy focuses on director compensation; officers are not compensated by the Fund) . |
| Non-compete, non-solicit, clawbacks, tax gross-ups | Not disclosed in BWG proxy for officers . |
Investment Implications
- Pay-for-performance alignment at the Fund level is not a lever for Mandia: officers receive no compensation, equity, or options from BWG, and the proxy provides no officer-specific performance metrics or vesting schedules—reducing classic insider selling pressure signals tied to vesting or pay cycles .
- Insider trading signal density is low: proxies indicate Section 16 compliance, and available filings emphasize Mandia’s attorney-in-fact/signatory roles rather than personal transactions; no officer equity award program at BWG limits transaction-based signals stemming from awards .
- Retention risk appears tied to Franklin Templeton employment (not BWG): officers are appointed annually by BWG’s Board and are paid by affiliates; no Fund-level severance or change-of-control economics are disclosed for officers .
- Ownership alignment is minimal at the Fund level: officers and directors as a group own less than 1% of shares; officer-specific holdings are not itemized, and pledging/hedging is not disclosed, suggesting limited direct “skin-in-the-game” for officers via BWG shares .
Sources: BWG DEF 14A proxies and related filings and Section 13/16 powers/signatures .