Peter Mason
About Peter Mason
Peter Mason (birth year: 1959) serves as an independent Director of ClearBridge Energy Midstream Opportunity Fund Inc. (EMO) since 2024 and is Chair of the Compensation Committee, with memberships on the Audit, Nominating, and Pricing & Valuation Committees . He is an arbitrator and mediator (since 2021) and formerly served as Global General Counsel of UNICEF (1998–2021), bringing legal and managerial credentials to the Board . The Board identifies his core qualifications as legal and managerial experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UNICEF | Global General Counsel | 1998–2021 | Senior legal leadership; global governance exposure |
| Self-employed | Arbitrator and Mediator | Since 2021 | Dispute resolution expertise pertinent to board oversight |
External Roles
| Organization | Role | Start Year | Notes |
|---|---|---|---|
| University of Sydney USA Foundation | Chairman | 2020 | Non-profit board leadership |
| Radio Workshop US, Inc. | Director | 2023 | Non-profit/media-related role |
Board Governance
- Independence: Mason is a Non-Interested Director (independent under the 1940 Act/NYSE standards) and serves on committees composed solely of Independent Directors .
- Committee assignments: Audit Committee (member), Nominating Committee (member), Pricing & Valuation Committee (member), Compensation Committee (Chair) .
- Committee meeting cadence (FY ended 11/30/2024): Audit (5), Nominating (7), Pricing & Valuation (4), Compensation (1) .
- Board attendance: In FY 2024, the Board held 4 regular and 6 special meetings; each Director attended at least 75% of the meetings for which they were eligible; no Director attended the 2024 Annual Meeting .
- Board leadership: In 2025, board comprised 8 directors (7 Independent); Eileen A. Kamerick serves as Chair of the Board and leads executive sessions of Independent Directors .
- Years of service on EMO Board: Since 2024 (effective November 15, 2024) .
Committee Overview
| Committee | Mason’s Role | Chair | Meetings (FY 2024) |
|---|---|---|---|
| Audit | Member | Nisha Kumar (Audit Committee Financial Expert) | 5 |
| Nominating | Member | Hillary A. Sale | 7 |
| Pricing & Valuation | Member | Carol L. Colman | 4 |
| Compensation | Chair | Peter Mason | 1 |
Fixed Compensation
| Component | Amount (USD) | Period | Notes |
|---|---|---|---|
| Aggregate Compensation from EMO (Fund) | $3,303 | Fiscal year ended 11/30/2024 | Joined 11/15/2024; Fund provides no pension/retirement benefits to Directors |
| Total Compensation from Fund Complex | $32,989 | Calendar year ended 12/31/2024 | Compensation spans committees across fund complex; Ms. Trust receives no director remuneration from Fund |
The Compensation Committee (chaired by Mason) recommends Independent Director compensation for Board and committee service (no disclosure of equity grants/meeting fees in this proxy) .
Performance Compensation
| Performance Metric | Target | Actual/Payout | Notes |
|---|---|---|---|
| Not applicable for non-employee directors | N/A | N/A | Proxy does not disclose performance-based metrics or equity awards for directors; compensation is for Board/committee service . |
Other Directorships & Interlocks
| Company/Institution | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| University of Sydney USA Foundation | No (non-profit) | Chairman | None disclosed with EMO/service providers |
| Radio Workshop US, Inc. | No (non-profit) | Director | None disclosed with EMO/service providers |
No other public company directorships are disclosed for Mason in the prior five years .
Expertise & Qualifications
- Legal and managerial experience (Global GC, arbitrator/mediator), supporting governance and compensation oversight .
- Active engagement across all Independent Director committees; chairing Compensation Committee indicates trust in his governance judgment .
- Oversees 17 portfolios across the Fund Complex, implying broad closed-end fund governance exposure .
Equity Ownership
| Measure | Value | As of | Notes |
|---|---|---|---|
| Dollar Range of Equity Securities in EMO | A = None | 12/31/2024 | “A” denotes none |
| Aggregate Dollar Range across Family of Investment Companies | A = None | 12/31/2024 | “Family” shares common adviser/principal underwriter |
| Directors/Officers Group Ownership (% of EMO) | <1% | 02/07/2025 | Group beneficial ownership less than 1% |
| Shares Pledged/Hedging | Not disclosed | N/A | No pledging/hedging disclosures in proxy |
Insider Trades (Section 16)
| Item | Disclosure |
|---|---|
| Section 16(a) Compliance (FY 2024) | The Fund believes all filing requirements were met; no Form 4 details included in proxy |
Governance Assessment
- Strengths: Independent director with legal/arbitration background; chairs Compensation Committee; serves on Audit/Nominating/Pricing & Valuation—broad oversight footprint. Committee meeting cadence (Audit 5; Nominating 7; Pricing 4; Compensation 1) evidences active committee workload . Board attendance threshold met (≥75% of eligible meetings) for FY 2024 across all directors .
- Alignment concerns: Dollar range of EMO equity holdings disclosed as “None,” and no aggregate family holdings—weak “skin-in-the-game” signal relative to typical director ownership expectations in operating companies; closed-end fund boards often emphasize independence over ownership, but lack of equity may be viewed cautiously by some investors .
- Conflicts: Proxy states no non-interested Director (including immediate family) had any interest in the investment adviser or affiliates as of 12/31/2024; committees are fully independent; no related-party transactions disclosed—low conflict risk .
- Board leadership and independence: Seven of eight directors are Independent; Independent Chair (Kamerick) leads executive sessions; governance structure supports independent oversight .
- Signals to watch: As a new appointee effective 11/15/2024, evaluate future proxies for any changes in director compensation structure (e.g., equity-based director grants), updates to attendance, and any emergent related-party or interlocks; none disclosed currently .
Overall: Mason’s profile indicates strong governance credentials and independence with committee leadership, but minimal ownership alignment; no material conflicts or red flags disclosed in the latest proxy .