Robert Agdern
About Robert D. Agdern
Robert D. Agdern (born 1950) is an independent director of Western Asset Mortgage Opportunity Fund Inc. (DMO), serving since 2015. He is a former Deputy General Counsel at BP PLC and former Associate General Counsel at Amoco Corporation, and previously served on the Advisory Committee of Northwestern University’s Kellogg Dispute Resolution Research Center. His core credentials are in corporate law, governance, and compliance; he also serves as the Board’s Compliance Liaison.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP PLC | Deputy General Counsel, responsible for Western Hemisphere matters | 1999–2001 | Senior legal leadership for corporate, chemical, and refining/marketing matters |
| Amoco Corporation | Associate General Counsel (corporate, chemical, refining/marketing; special assignments) | 1993–1998 (Amoco merged into BP in 1998) | Broad corporate legal oversight; transition into BP post-merger |
| Kellogg School of Management (Northwestern University), Dispute Resolution Research Center | Advisory Committee Member | 2002–2016 | Governance/oversight of research initiatives in dispute resolution |
External Roles
| Category | Current/Past | Notes |
|---|---|---|
| Public company boards | None (past five years) | No other public directorships disclosed |
Board Governance
- Independence: Non-interested (independent) director under the 1940 Act; serves as Compliance Liaison.
- Committees and roles:
- Audit Committee: Member; the committee met 6 times in FY 2024; Agdern is a signatory of the Audit Committee report (Feb 20, 2025). Chair: Nisha Kumar.
- Nominating Committee: Member; met 5 times in FY 2024. Chair: Hillary A. Sale.
- Compensation Committee: Member; met 2 times in FY 2024. Chair: Peter Mason.
- Pricing & Valuation Committee: Member; met 4 times in FY 2024. Chair: Carol L. Colman.
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY 2024; the Board held 4 regular and 3 special meetings.
- Board leadership/structure: Seven of eight directors are independent; Board Chair is independent (Eileen A. Kamerick). Independent directors meet in executive session and are advised by independent counsel.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from DMO (USD) | $6,490 | $8,229 |
| Total Compensation from Fund Complex (USD) | $402,000 | $466,000 |
| Fund Complex Directorships (count) | 16 | 21 |
| Pension/retirement benefits provided by DMO | None | None |
Notes: Fund-level amounts reflect service to DMO; Fund complex amounts reflect service across Franklin Templeton/Western Asset closed-end/mutual fund boards and committees.
Performance Compensation
| Component | Disclosure | Notes |
|---|---|---|
| Performance-based cash bonus | Not disclosed for directors | Proxy provides director cash compensation totals and states no pension/retirement benefits; no performance metrics disclosed for directors. |
| Stock/option awards | Not disclosed for directors | No stock or option awards for directors are disclosed in the director compensation section. |
| Clawbacks/COC/severance (directors) | Not applicable | Such provisions apply to executives, not non-executive directors; not discussed for directors. |
Other Directorships & Interlocks
| Type | Company/Organization | Role | Period |
|---|---|---|---|
| Public company | None | — | — |
| Past public (last 5 years) | None | — | — |
| Private/non-profit/academic | (See Past Roles: Kellogg DRRC) | Advisory Committee Member | 2002–2016 |
No disclosed interlocks with DMO competitors, suppliers, or customers.
Expertise & Qualifications
- Legal/governance expertise: Senior corporate counsel roles at BP and Amoco; board-level compliance liaison.
- Dispute resolution/oversight: Longstanding advisory role at Kellogg DRRC.
- Board-identified attributes: “Experience in business and as a legal professional.”
Equity Ownership
| As of | Ownership in DMO (Dollar Range) | Aggregate Ownership Across Family of Investment Companies (Dollar Range) |
|---|---|---|
| Dec 31, 2023 | C ($10,001–$50,000) | D ($50,001–$100,000) |
| Dec 31, 2024 | C ($10,001–$50,000) | D ($50,001–$100,000) |
Additional notes: Directors and officers as a group owned <1% of outstanding DMO shares at Aug 29, 2025. No non-interested director (nor immediate family) had interests in the adviser or its affiliates as of Dec 31, 2024.
Governance Assessment
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Strengths
- Independent status; broad committee engagement (Audit, Nominating, Compensation, Pricing & Valuation) and designated Compliance Liaison role.
- Audit Committee member and signatory; committee chaired by an audit committee financial expert (Kumar).
- Attendance threshold met (≥75%); Board maintains independent chair and regular executive sessions with independent counsel.
- No related-party transactions or adviser-affiliate interests disclosed for independent directors.
-
Compensation/Alignment
- Cash-based director compensation disclosed; no pension/retirement benefits. Total complex compensation for Agdern increased from $402,000 (2023) to $466,000 (2024), reflecting broader fund-complex service (16 to 21 boards).
- Personal investment in DMO in the $10k–$50k range and $50k–$100k across the complex, providing some alignment though modest in absolute terms.
-
Risk indicators and RED FLAGS
- No red flags disclosed: no related-party transactions, no attendance shortfall disclosed, no hedging/pledging disclosures, no legal proceedings flagged for directors in the proxy.
- Section 16 compliance: The Fund believes all required ownership reports were filed timely for FY 2024.
-
Recent Board Changes (context)
- Director transitions: Daniel P. Cronin and Paolo M. Cucchi resigned effective Dec 31, 2024; several new independent directors appointed in Nov 2024; independent chair appointed effective Nov 15, 2024.
Overall: Agdern presents as a long-tenured, independent legal/governance expert with consistent committee engagement (including Audit) and compliance oversight responsibilities; no conflict indicators are disclosed, and attendance thresholds were met.