Robert D. Agdern
About Robert D. Agdern
Robert D. Agdern (birth year: 1950) is a non‑interested, independent director of Western Asset Global High Income Fund Inc. (EHI) serving since 2015; he is a member of the Nominating, Audit, Compensation, and Pricing & Valuation Committees and is designated as the Board’s Compliance Liaison . His background includes senior in‑house legal roles at Amoco and BP and service on the Advisory Committee of Northwestern University’s Kellogg Dispute Resolution Research Center, underscoring legal, governance, and dispute resolution expertise . In 2025 he oversaw 21 portfolios in the Franklin Templeton fund complex, indicating broad governance exposure across related funds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP PLC | Deputy General Counsel (responsible for Western Hemisphere matters) | 1999–2001 | Senior legal leadership for global energy operations |
| Amoco Corporation | Associate General Counsel (corporate, chemical, refining/marketing, special assignments) | 1993–1998 | Corporate legal oversight prior to Amoco’s merger with BP |
| Kellogg Graduate School of Business (Northwestern University) – Dispute Resolution Research Center | Advisory Committee Member | 2002–2016 | Governance and dispute resolution advisory experience |
External Roles
- Other public company directorships in past five years: None disclosed for Agdern .
Board Governance
- Independence: Non‑interested director; all standing committees are composed entirely of Independent Directors and chaired by Independent Directors .
- Committee memberships: Agdern serves on Audit, Nominating, Compensation, and Pricing & Valuation; designated Compliance Liaison (not a chair) .
- Board leadership: Eileen A. Kamerick is the independent Chair of the Board (effective Nov 15, 2024) .
- Attendance: Each Director attended at least 75% of Board and applicable committee meetings in FY 2023, FY 2024, and FY 2025 .
- Engagement: Agdern is a signatory to the Audit Committee’s annual report to shareholders, evidencing active oversight engagement .
| Governance Activity | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Board meetings (regular) | 4 | 4 | 4 |
| Board meetings (special) | — | 2 | 4 |
| Attendance threshold met (≥75%) | Yes (all Directors) | Yes (all Directors) | Yes (all Directors) |
| Audit Committee meetings | 5 | 5 | 6 |
| Nominating Committee meetings | 4 | 6 | 5 |
| Pricing & Valuation Committee meetings | 4 | 4 | 4 |
| Compensation Committee meetings | 1 | 1 | 3 |
Committee chairs (current as of 2025):
- Audit: Nisha Kumar (Audit Committee Financial Expert)
- Nominating: Hillary A. Sale
- Pricing & Valuation: Carol L. Colman
- Compensation: Peter Mason
Fixed Compensation
| Metric (USD) | FY 2023 (ended 05/31/23) | FY 2024 (ended 05/31/24) | FY 2025 (ended 05/31/25) |
|---|---|---|---|
| Aggregate Compensation from EHI | $8,555 | $8,310 | $10,254 |
| Metric (USD) | Calendar 2022 | Calendar 2023 | Calendar 2024 |
|---|---|---|---|
| Total Compensation from Fund Complex | $296,000 | $402,000 | $466,000 |
- The Fund does not provide pension or retirement benefits to Directors; Ms. Trust (interested director) received no remuneration from the Fund in these periods .
Performance Compensation
- No director performance‑based metrics (e.g., revenue, EBITDA, TSR) or equity grants are disclosed for directors in the proxy statements; compensation levels are set via the Compensation Committee’s chartered process to recommend appropriate Independent Director compensation for Board and committee service .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Public company boards (past 5 years) | None disclosed for Agdern |
| Fund complex portfolios overseen | 21 (2025), previously 16 (2024), 19 (2023) |
Expertise & Qualifications
- Board‑documented attributes: “Experience in business and as a legal professional,” aligning with his BP/Amoco senior counsel background and Kellogg DRRC advisory experience .
- Compliance Liaison designation supports governance and oversight of regulatory/compliance matters alongside the CCO and committee structures .
Equity Ownership
| As‑of Date | Dollar Range of Equity in EHI | Aggregate Dollar Range in Funds Overseen (Family of Investment Companies) |
|---|---|---|
| 12/31/2022 | A = None | D = $50,001–$100,000 |
| 12/31/2023 | A = None | D = $50,001–$100,000 |
| 12/31/2024 | A = None | D = $50,001–$100,000 |
- Directors and officers of the Fund as a group beneficially owned less than 1% of EHI’s outstanding common shares as of each proxy record date .
- No pledging, hedging, or option ownership disclosures for Agdern appear in the proxy; proxies provide dollar‑range ownership only and state no interests in the adviser or its control persons for non‑interested directors and their immediate family members as of the specified dates .
Governance Assessment
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Strengths:
- Independent director with broad committee participation (Audit, Nominating, Compensation, Pricing & Valuation) and Compliance Liaison role, indicating deep engagement with key risk, valuation, and governance processes .
- Consistent attendance (≥75%) across FY 2023–FY 2025 and signatory to Audit Committee report, evidencing active oversight .
- No other public company boards disclosed in past five years, which reduces interlock and conflict risk; proxies affirm no interests in the adviser or its control persons for non‑interested directors and immediate families .
- Board is majority independent with an independent Chair since Nov 15, 2024, enhancing board effectiveness and independent oversight .
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Potential concerns / RED FLAGS:
- Alignment: Dollar‑range ownership for Agdern in EHI is “None” as of 12/31/2022–12/31/2024, signaling limited direct “skin‑in‑the‑game” in the specific fund, though he holds $50,001–$100,000 across the fund family; investors may prefer directors to hold shares in the specific vehicle they oversee .
- Compensation scale: Rising total compensation across the fund complex (from $296k in 2022 to $466k in 2024) reflects broader responsibilities but can raise optics risk if not matched by outcomes; note the Fund discloses cash compensation and committee workload, not performance‑linked pay .
- Information gaps: No disclosed director stock ownership guidelines, pledging/hedging policy compliance, or detailed fee schedule (retainer vs. committee chair fees) for individual directors in the proxy, limiting granular pay‑for‑performance analysis .
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Overall: Agdern’s legal and governance background, multi‑committee service, and consistent attendance support board effectiveness. The absence of EHI‑specific share ownership is a mild alignment concern typical in closed‑end fund complexes; conflict red flags are not evident in proxies (no adviser interests, no related‑party exposures disclosed) .