Peter Mason
About Peter Mason
Peter Mason (birth year 1959) is a Non‑Interested, Independent Director of Western Asset Global High Income Fund Inc. (EHI), serving since November 15, 2024, and currently chairs the Compensation Committee while serving on the Nominating, Audit, and Pricing & Valuation Committees . He is an arbitrator and mediator (self‑employed) since 2021, and formerly served as Global General Counsel of UNICEF from 1998–2021, bringing legal and managerial experience to the Fund’s board .
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 | Tenure | Committees/Impact |
|---|---|---|---|
| University of Sydney USA Foundation | Chairman | Since 2020 | Not disclosed |
| Radio Workshop US, Inc. | Director | Since 2023 | Not disclosed |
Board Governance
- Independence and composition: EHI’s Board has eight directors, seven of whom are Independent Directors; all standing committees are comprised solely of Independent Directors under NYSE standards . Eileen A. Kamerick (Independent) serves as Chair of the Board (since Nov 15, 2024), and leads executive sessions of Independent Directors with independent legal counsel .
- Attendance: In FY ended May 31, 2025, the Board held four regular and four special meetings; each Director attended at least 75% of the aggregate number of Board and committee meetings for which they were eligible .
- Mason’s assignments: Member of the Nominating, Audit, and Pricing & Valuation Committees; Chair of the Compensation Committee .
| Committee | Chair | FY 2025 Meetings | Mason Membership |
|---|---|---|---|
| Audit | Nisha Kumar | 6 | Member |
| Nominating | Hillary A. Sale | 5 | Member |
| Pricing & Valuation | Carol L. Colman | 4 | Member |
| Compensation | Peter Mason | 3 | Chair |
| Board (overall) | Chair: Eileen A. Kamerick | 4 regular; 4 special | Director |
Fixed Compensation
| Component | Amount | Period |
|---|---|---|
| Aggregate Compensation from EHI | $6,340 | FY ended 05/31/2025 |
| Total Compensation from Fund & Fund Complex | $32,989 | Calendar year ended 12/31/2024 |
| Pension/Retirement Benefits | None | As disclosed |
The Directors receive compensation for service on EHI and related fund boards/committees; no remuneration is paid to interested persons, and the Fund does not provide pension or retirement benefits to Directors .
Performance Compensation
| Metric/Vehicle | Disclosed Terms | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs/DSUs) | Not disclosed | No director equity grants disclosed in proxy |
| Stock options | Not disclosed | No option awards disclosed |
| Bonus/Variable pay | Not disclosed | Director comp determined via committee recommendations |
| Performance metrics (TSR, revenue, EBITDA, ESG) | Not disclosed | No performance‑linked director pay disclosed |
| Clawbacks/COC/severance | Not disclosed | Not applicable to director comp in proxy |
The Compensation Committee (comprised entirely of Independent Directors) recommends appropriate compensation for Independent Directors; no performance‑based structures are described .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mason |
| Fund complex oversight | Oversees 21 portfolios within the Franklin Templeton complex |
| Non‑profit/Private roles | Chairman, University of Sydney USA Foundation (since 2020); Director, Radio Workshop US, Inc. (since 2023) |
Insider Trades
| Period | Compliance Statement | Notes |
|---|---|---|
| FY ended 05/31/2025 | All Section 16(a) filing requirements were met for directors/officers with respect to EHI | Proxy does not list individual Form 4 transactions; compliance asserted by the Fund |
Expertise & Qualifications
- The Board identifies Mason’s legal and managerial experience among director attributes, complementing a board constructed for oversight of investment, compliance, valuation, and audit matters in a regulated fund entity .
- Committee charters specify mandates for audit oversight, nominating processes, valuation oversight, and director compensation, with documents available on the fund website .
Equity Ownership
| Holder | Dollar Range in EHI | Aggregate Dollar Range in Family of Investment Companies | As‑of Date |
|---|---|---|---|
| Peter Mason | A = None | A = None | Dec 31, 2024 |
- Directors and officers as a group beneficially owned less than 1% of EHI’s outstanding shares at Aug 29, 2025 .
- No non‑interested Director (including Mason) or immediate family member had any interest in the investment adviser or affiliates as of Dec 31, 2024 .
Governance Assessment
-
Strengths:
- Independence: Mason is a Non‑Interested Director under the 1940 Act and independent under NYSE standards; EHI’s committees are fully independent; Board has an Independent Chair and holds executive sessions with independent counsel .
- Engagement: Board held 8 meetings (4 regular, 4 special) in FY 2025; core committees met 3–6 times; Mason chaired Compensation, indicating active governance influence over director pay .
- Controls and oversight: Audit Committee chaired by a financial expert (Kumar), with chartered responsibilities and regular audit firm independence reviews (PwC), and transparent disclosure of audit/non‑audit fees .
-
Alignment and potential concerns:
- Ownership alignment: Mason reported “A = None” dollar range in EHI and across the fund family as of Dec 31, 2024—low personal investment can be perceived as weaker “skin in the game” for a closed‑end fund board member (context‑dependent) .
- Performance‑linked incentives: No equity or performance‑based compensation is disclosed for directors, which limits pay‑for‑performance alignment signals in governance .
- Conflicts: No related‑party interests with FTFA or affiliates are disclosed for non‑interested directors; committees are independent, which mitigates conflict risk .
-
RED FLAGS:
- Zero disclosed beneficial ownership in the Fund and across the family of funds as of Dec 31, 2024 (alignment risk) .
- No disclosed performance‑based director compensation mechanisms (neutral to negative signal for incentive alignment in some governance frameworks) .
Overall signal: High independence and active committee engagement (including compensation chair) support board effectiveness; however, low disclosed personal ownership and absence of performance‑linked director pay present alignment questions for some investors .