Thomas C. Mandia
About Thomas C. Mandia
Thomas C. Mandia (birth year: 1962) serves as Senior Vice President of Western Asset Global High Income Fund Inc. (EHI), a role he has held since 2022 . He is Senior Associate General Counsel at Franklin Templeton (since 2020), and previously served as Managing Director and Deputy General Counsel at Legg Mason & Co. (2005–2020) . He is listed as the Fund’s agent for service on the 2025 Form N-PX cover, confirming his executive/officer capacity for EHI’s regulatory matters . EHI discloses that Fund officers receive no compensation from the Fund (officers may be reimbursed for reasonable out-of-pocket travel expenses to attend Board meetings), and no officer compensation program is described at the Fund level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton | Senior Associate General Counsel | Since 2020 | Not disclosed |
| Legg Mason & Co. | Managing Director and Deputy General Counsel | 2005–2020 | Not disclosed |
| Franklin Templeton Fund Adviser, LLC (FTFA) | Secretary | Since 2006 | Not disclosed |
| LM Asset Services, LLC (LMAS) | Secretary | Since 2002 | Not disclosed |
| Legg Mason Fund Asset Management, Inc. (LMFAM) | Secretary | Since 2013 | Not disclosed |
| Certain funds associated with Legg Mason & Co. or its affiliates | Assistant Secretary | Since 2006 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton (Fund Complex) | Senior Associate General Counsel | Since 2020 | Not disclosed |
| Legg Mason & Co. | Managing Director and Deputy General Counsel | 2005–2020 | Not disclosed |
| FTFA | Secretary | Since 2006 | Not disclosed |
| LMAS | Secretary | Since 2002 | Not disclosed |
| LMFAM | Secretary | Since 2013 | Not disclosed |
| Western Asset Global High Income Fund Inc. | Agent for Service on 2025 N-PX | 2025 | Statutory agent for proxy voting report |
Fixed Compensation
- Officers of the Fund receive no compensation from EHI; officers may be reimbursed for reasonable out-of-pocket travel expenses to attend Board meetings .
| Component | EHI Fund-Level Disclosure |
|---|---|
| Base salary | Not paid by EHI; officers receive no compensation from the Fund |
| Target bonus % | Not disclosed at the Fund level |
| Actual bonus | Not disclosed at the Fund level |
| RSUs/PSUs | Not disclosed at the Fund level |
| Options | Not disclosed at the Fund level |
| Pension/SERP | Not disclosed at the Fund level |
| Perquisites | Officers may be reimbursed for travel to Board meetings; otherwise not disclosed |
Performance Compensation
- The proxy contains no disclosure of officer incentive plans, performance metrics, vesting schedules, or equity awards for Fund officers (officers receive no compensation from the Fund) .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed at the Fund level | — | — | — | — | — |
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial ownership (Directors and officers as a group) | Less than 1% of outstanding EHI shares as of Aug 29, 2025 |
| Officer-specific ownership | Not disclosed at the individual officer level |
| Shares pledged as collateral | Not disclosed in the proxy |
| Ownership guidelines (officers) | Not disclosed in the proxy |
| Section 16(a) compliance | The Fund believes all filing requirements were met for FY ended May 31, 2025 |
Employment Terms
| Item | Disclosure |
|---|---|
| Position | Senior Vice President (since 2022) |
| Election/term | Officers are chosen annually by the Board; hold office until successors are elected and qualified |
| Compensation from EHI | Officers receive no compensation from the Fund; travel expense reimbursement may apply |
| Severance | Not disclosed at the Fund level |
| Change-in-control | Not disclosed at the Fund level |
| Clawback | Not disclosed at the Fund level |
| Non-compete / Non-solicit | Not disclosed at the Fund level |
Compensation Committee Analysis
- The Compensation Committee is composed of all Independent Directors; Peter Mason serves as Chair; the Committee met three times during the fiscal year ended May 31, 2025 .
- The Committee’s principal function is to recommend compensation of Independent Directors; officer compensation is not applicable at the Fund level because officers receive no compensation from EHI .
- Board context: In FY ended May 31, 2025, the Board held four regular meetings and four special meetings; each Director attended at least 75% of eligible meetings; seven of eight directors are independent; the Chair (Eileen Kamerick) is independent .
Investment Implications
- Pay-for-performance alignment at the EHI fund level is limited for officers: no Fund-paid compensation or equity awards are disclosed for officers, implying no Fund-level performance metrics, vesting schedules, or equity incentives that could drive near-term selling pressure or create a direct link to EHI market performance .
- Insider trading pressure appears structurally low: nominees, Directors, and officers as a group owned less than 1% of outstanding shares as of Aug 29, 2025, reducing potential for officer-driven trading impact; officer-specific holdings and vesting schedules are not disclosed .
- Retention risk and incentives are primarily set by Franklin Templeton/affiliates (Mandia’s primary employer), not by EHI, suggesting that any incentive structures or severance/change-in-control economics influencing Mandia’s decisions sit outside the Fund’s proxy disclosure .
- Governance oversight is robust at the board level (independent Chair, independent committees, regular/special meetings), but these mechanisms principally address fund operations and director compensation rather than officer pay, which is not Fund-based; this limits the utility of EHI’s proxy as a source for officer incentive alignment analysis .
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