Thomas Mandia
About Thomas Mandia
Thomas C. Mandia is Senior Vice President of Western Asset Mortgage Opportunity Fund Inc. (DMO), serving since 2022. He is a career fund-legal executive: Senior Associate General Counsel at Franklin Templeton since 2020, Secretary of Franklin Templeton Fund Adviser, LLC (FTFA) since 2006, and long-tenured corporate secretary across legacy Legg Mason entities; previously Managing Director and Deputy General Counsel of Legg Mason & Co. from 2005–2020. Birth year: 1962; officers are elected annually by the Board and receive no compensation from the Fund (any compensation is paid by affiliates) . The proxy does not disclose officer-specific pay metrics, equity awards, or TSR linkages for officers; officers and directors as a group owned less than 1% of shares at the 2025 record date .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Legg Mason & Co. | Managing Director and Deputy General Counsel | 2005–2020 | Senior legal leadership at adviser/affiliate supporting fund complex governance and regulatory oversight |
| Western Asset Mortgage Opportunity Fund Inc. (DMO) | Senior Vice President | Since 2022 | Fund officer overseeing governance/administration; elected annually; no Fund-level compensation |
| Franklin Templeton | Senior Associate General Counsel | Since 2020 | Senior legal counsel across the Franklin Templeton fund complex |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Franklin Templeton Fund Adviser, LLC (FTFA) | Secretary | Since 2006 | Fund-complex governance, records, regulatory administration |
| Legg Mason Asset Services, LLC (LMAS) | Secretary | Since 2002 | Corporate secretary for legacy Legg Mason adviser/administrator entities |
| Legg Mason Fund Asset Management, Inc. (LMFAM) | Secretary | Since 2013 | Corporate secretary supporting investment adviser operations (formerly registered) |
| Various funds in Franklin/Legg Mason complex | Assistant Secretary | Since 2006 | Officer roles across affiliated funds supporting compliance and governance |
Fixed Compensation
Officers of the Fund receive no compensation from the Fund (reimbursed only for reasonable out-of-pocket travel expenses for Board meetings). Any compensation, if applicable, would be paid by affiliates (e.g., FTFA/Franklin Templeton), not disclosed in the Fund’s proxy .
| Component | Fund-level status | Notes |
|---|---|---|
| Base salary | Not paid by DMO | Officers receive no compensation from the Fund |
| Target/actual annual bonus | Not paid by DMO | Not disclosed at Fund level |
| Cash perquisites | Not paid by DMO | Officers may be reimbursed for travel to Board meetings |
Performance Compensation
| Incentive type | Metric(s) | Weighting | Target | Actual/payout | Vesting |
|---|---|---|---|---|---|
| RSUs/PSUs | N/A at Fund level | — | — | — | — |
| Stock options | N/A at Fund level | — | — | — | — |
| Annual incentive plan | N/A at Fund level | — | — | — | — |
Officers have no Fund-level incentive compensation; no performance goals (revenue/EBITDA/TSR/ESG) or vesting schedules are disclosed for officers in DMO filings .
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial ownership | Nominees, Directors and officers as a group owned less than 1% of outstanding shares as of Aug 29, 2025 |
| Individual officer ownership detail | Not itemized for officers in proxy (director dollar ranges disclosed; officers not shown) |
| Section 16 filings | Fund believes all required filings were met for FY2024 (based on forms received/representations) |
| Pledging/hedging | Not disclosed |
| Ownership guidelines | Not disclosed for officers (closed-end fund) |
Implication: minimal disclosed insider ownership limits direct stock-alignment; absence of pledging disclosure removes a common red flag, but lack of data prevents definitive assessment .
Employment Terms
| Term | Disclosure |
|---|---|
| Election/term | Officers are elected annually by the Board; serve until successors are elected and qualified |
| Employer | Officers are typically employees of FTFA/affiliates, not the Fund (no Fund pay) |
| Employment contract with DMO | Not disclosed; none implied at Fund level |
| Severance/change-in-control | Not disclosed for officers at Fund level; no Fund-level economics provided |
| Non-compete/solicit | Not disclosed |
| Clawbacks/tax gross-ups | Not disclosed at Fund level for officers |
| Say-on-pay applicability | Not applicable to officers of this investment company; director compensation only disclosed |
Board Governance (context)
- Mandia is not a Director; Board committees (Audit, Nominating, Compensation, Pricing & Valuation) are composed of Independent Directors; Compensation Committee oversees Independent Director pay (not officer pay) .
- Officers support governance and compliance; Board held four regular and three special meetings in FY2024; all Directors met ≥75% attendance .
Performance & Track Record
- Role scope is legal/governance rather than portfolio management; DMO filings do not attribute fund performance to officers nor tie officer compensation to TSR or financial KPIs .
- PwC reappointed for FY2025; standard audit/tax fees disclosed; no officer-related performance commentary provided .
Risk Indicators & Red Flags
- Section 16(a) compliance: Fund believes all required filings were met in FY2024 (no reported delinquencies) .
- No disclosures of officer equity awards, pledging, hedging, repricing, or related-party transactions tied to Mandia in DMO filings reviewed .
- Governance stability: Officers are elected annually; limited Fund-level economic ties reduce severance/CoC risk but also reduce explicit performance alignment .
Investment Implications
- Alignment: Absence of Fund-paid compensation and de minimis disclosed officer ownership limit direct pay-for-performance alignment with DMO shareholders; incentives (if any) sit at the adviser level and are not transparent in Fund filings .
- Selling pressure: No officer grant/vesting schedules or option overhang at the Fund level; insider selling pressure signals are muted or non-existent in Fund disclosures; monitor Section 16 filings for any changes .
- Retention: Long tenure across Franklin Templeton/Legg Mason entities (since 2002 in secretary roles; 2005–2020 MD/DGC at Legg Mason; since 2020 Senior Associate GC) suggests low near-term retention risk at the Fund level; any risk is tied to Franklin Templeton’s internal incentives and succession planning, not Fund contracts .
- Trading signals: For this officer, governance/legal scope implies minimal direct linkage to portfolio performance; trader-relevant catalysts would more likely come from 8-K 5.02 officer changes or significant governance announcements—not compensation events .