Peter Mason
About Peter Mason
Peter Mason (born 1959) is an Independent Director of Western Asset Mortgage Opportunity Fund Inc. (NYSE: DMO), serving since November 15, 2024. He currently chairs the Compensation Committee and is a member of the Audit, Nominating, and Pricing & Valuation Committees. His recent background is as a self-employed arbitrator/mediator (since 2021), following a long tenure as Global General Counsel of UNICEF (1998–2021). He oversees 21 portfolios in the Franklin Templeton fund complex, and is listed as a non-interested (independent) director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UNICEF | Global General Counsel | 1998–2021 | Not disclosed |
| Self-employed | Arbitrator and Mediator | 2021–present | Not disclosed |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| University of Sydney USA Foundation | Chairman | 2020 | Non-profit; listed in other directorships |
| Radio Workshop US, Inc. | Director | 2023 | Non-profit/media; listed in other directorships |
Board Governance
- Board classification: staggered; Mason is a Class III Director nominee for election through 2028 .
- Independence: Board has eight directors, seven independent; all standing committees comprise independent directors; Mason is under “NON-INTERESTED DIRECTORS” .
- Attendance: In FY 2024, the Board held 4 regular and 3 special meetings; each director attended at least 75% of Board and committee meetings for which eligible .
- Executive sessions: Independent Directors regularly meet outside management and are advised by independent legal counsel .
- Board leadership: Chair of the Board is Eileen A. Kamerick (Independent) effective November 15, 2024 .
| Committee | Mason Role | Chair? | FY 2024 Meetings |
|---|---|---|---|
| Audit | Member | No | 6 |
| Nominating | Member | No | 5 |
| Pricing & Valuation | Member | No | 4 |
| Compensation | Chair | Yes | 2 |
Fixed Compensation
- The Fund pays director compensation in cash; no pension or retirement benefits; no remuneration to the interested director (CEO) .
- Mason joined the Board on November 15, 2024; the table reflects partial-year service across Fund and Fund Complex committees .
| Director | Aggregate Compensation from DMO (FY 2024, $) | Total Compensation from Fund Complex (CY 2024, $) |
|---|---|---|
| Peter Mason | 767 | 32,989 |
Performance Compensation
- No equity compensation (e.g., stock awards, options), performance-based metrics, or incentive pay for directors are disclosed; the proxy provides only cash compensation figures for directors .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| University of Sydney USA Foundation | Non-profit | Chairman | No DMO-related conflict disclosed |
| Radio Workshop US, Inc. | Non-profit | Director | No DMO-related conflict disclosed |
- No public company directorships are disclosed for Mason in the past five years .
Expertise & Qualifications
- The Board cites Mason’s legal and managerial experience as part of its qualifications matrix for directors .
Equity Ownership
- Beneficial ownership dollar range (as of December 31, 2024) for Mason in DMO: “A” = None; aggregate dollar range in family of investment companies also “A” = None .
- Group beneficial ownership (directors and officers as a whole) was less than 1% as of August 29, 2025 .
| Holder | Dollar Range in DMO | Aggregate Dollar Range Across Family of Investment Companies |
|---|---|---|
| Peter Mason | A = None | A = None |
Governance Assessment
- Independence and oversight: Mason is a non-interested director serving across all key oversight committees; his chair role on Compensation and membership on Audit/Nominating/P&V support board effectiveness for a closed-end fund structure .
- Engagement: Mason met the ≥75% attendance threshold in 2024, with the Board and committees meeting frequently (Audit: 6; Nominating: 5; P&V: 4; Compensation: 2) .
- Conflicts/related parties: The proxy states no independent director (nor immediate family) had any interest in the adviser or affiliates; committees screen nominee independence and potential affiliations; no related-party transactions are disclosed for Mason .
- Ownership alignment: Mason reported no DMO holdings as of year-end 2024; while common in fund boards, the absence of equity exposure may offer weaker economic alignment versus equity-linked structures .
- Compensation structure: Cash-only director compensation with no equity grants or performance metrics; alignment relies on committee rigor and independent oversight rather than pay-for-performance mechanisms .
RED FLAGS
- No director equity ownership disclosed for Mason (Dollar Range “A” = None) .
- No performance-based or equity-linked director compensation disclosed (cash-only) .
Mitigants
- Strong committee coverage (Audit, Nominating, Pricing & Valuation) and leadership (Compensation Chair); independent board super-majority; regular executive sessions with independent counsel .
Additional Context
- The proxy affirms independent director composition of all standing committees and lays out detailed nomination criteria to manage independence and conflict risks .