Thomas C. Mandia
About Thomas C. Mandia
Thomas C. Mandia (birth year: 1962) serves as Senior Vice President of Western Asset Emerging Markets Debt Fund Inc. (NYSE: EMD) and has held this officer role since 2022; he is also Senior Associate General Counsel at Franklin Templeton (since 2020) and long-time fund complex legal officer, including Secretary of FTFA/LMPFA since 2006 and Secretary of LM Asset Services, LLC (since 2002) and Legg Mason Fund Asset Management, Inc. (since 2013) . Officers of the Fund receive no compensation from the Fund, and are elected annually by the Board to serve until successors are elected; proxies disclose no officer-level performance pay metrics at the Fund, and directors and officers as a group beneficially owned less than 1% of outstanding shares as of August 29, 2025 .
Past Roles
| Organization | Role | Years | Strategic impact (as disclosed) |
|---|---|---|---|
| Legg Mason & Co. | Managing Director and Deputy General Counsel | 2005–2020 | Legal leadership for U.S. mutual funds and fund governance (as described) |
| LMPFA/FTFA | Secretary | Since 2006 | Legal/officer role for fund family adviser (Secretary) |
| LM Asset Services, LLC (LMAS) | Secretary | Since 2002 | Legal/officer role (Secretary) |
| Legg Mason Fund Asset Management, Inc. (LMFAM) | Secretary | Since 2013 | Legal/officer role (Secretary) |
| Various Funds in Complex | Assistant Secretary | 2006–2022 | Officer of certain funds in fund complex |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Franklin Templeton | Senior Associate General Counsel | Since 2020 | Current principal occupation |
| EMD (Fund) | Senior Vice President | Since 2022 | Executive officer of the Fund |
| Section 16 Filings (for other fund insiders) | Attorney-in-fact (named) | POA dated June 30, 2016 (filed 2025) | Named as attorney-in-fact for executing Forms 3/4/5 for fund insiders (e.g., POA listing Mandia) |
Fixed Compensation
| Component | Fund-paid? | Notes |
|---|---|---|
| Base salary | No | Officers of the Fund receive no compensation from the Fund; officers are elected annually and may be reimbursed for reasonable out-of-pocket travel expenses to attend Board meetings . |
| Target bonus / cash incentives | No | No Fund-paid officer compensation disclosed . |
| Perquisites (aircraft, security, etc.) | No | Not paid by the Fund; only travel expense reimbursement is disclosed . |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Fund-paid annual incentives (bonus/PSUs/RSUs/options) | — | — | — | — | Not applicable: officers receive no compensation from the Fund; no officer performance metrics disclosed at Fund level . |
Equity Ownership & Alignment
| Holder | Ownership detail | Date |
|---|---|---|
| Directors and officers as a group | Beneficially owned less than 1% of outstanding shares | As of Aug 29, 2025 |
- The 2025 proxy provides dollar-range ownership for Directors (not officers) and confirms that nominees, Directors and officers as a group owned less than 1% of the Fund’s common stock .
Employment Terms
| Term | Disclosure |
|---|---|
| Appointment and tenure | Executive officers are chosen each year by the Board and serve until successors are duly elected and qualified . |
| Compensation from Fund | Officers receive no compensation from the Fund; they may be reimbursed for reasonable out-of-pocket travel expenses to attend Board meetings . |
Investment Implications
- Pay-for-performance linkage: There is no Fund-paid cash or equity compensation for officers, and proxies disclose no officer-level performance metrics tied to Fund TSR or financials; pay incentives (if any) would be at the adviser level, not the Fund, reducing direct Fund-level pay-performance alignment signals for Mandia .
- Ownership alignment: The proxies state that nominees, Directors and officers as a group owned less than 1% of shares, indicating limited direct ownership alignment at the Fund level for officers, including Mandia .
- Retention and selling pressure: With no Fund-paid equity awards, there are no Fund-level vesting cliffs or option expirations that could create forced selling or timing pressure; any incentive and vesting dynamics would be governed by Franklin Templeton policies outside the Fund’s proxy disclosures .
- Role-driven risk: Mandia’s function is legal/governance (Senior Associate General Counsel; Secretary roles across entities) with long-tenured experience in the fund complex (since 2006), which supports continuity in governance and regulatory execution rather than direct investment strategy levers; not a trading signal catalyst .