Robert Agdern
About Robert D. Agdern
Robert D. Agdern (birth year: 1950) is a Non-Interested, Independent Director of ClearBridge Energy Midstream Opportunity Fund Inc. (EMO) serving since 2015; he currently sits on the Nominating, Audit, Compensation, and Pricing & Valuation Committees and serves as the Board’s Compliance Liaison . His background includes senior legal leadership roles in the energy sector (Deputy General Counsel, Western Hemisphere, BP PLC; Associate General Counsel, Amoco Corporation) and advisory work at Northwestern’s Kellogg School’s Dispute Resolution Research Center . He is not designated as an “interested person” under the 1940 Act and thus qualifies as independent for committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP PLC | Deputy General Counsel (Western Hemisphere) | 1999–2001 | Senior legal oversight for regional operations |
| Amoco Corporation (merged with BP in 1998) | Associate General Counsel (Corporate, Chemical, Refining & Marketing; Special Assignments) | 1993–1998 | Corporate and business-line legal leadership |
| Kellogg Graduate School of Business, Northwestern University | Advisory Committee Member, Dispute Resolution Research Center | 2002–2016 | Advisory input on dispute resolution research and programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company directorships (last five years) | None | n/a | “Other Directorships” for Agdern: none |
| Kellogg DRRC Advisory Committee | Member | 2002–2016 | Academic advisory capacity (not a corporate board) |
Board Governance
- Board classification: staggered Class I/II/III; Agdern is a Class III Director serving until the 2026 Annual Meeting .
- Committee memberships: Nominating, Audit, Compensation, Pricing & Valuation; Compliance Liaison role .
- Committee chairs: Audit—Nisha Kumar; Nominating—Hillary A. Sale; Pricing & Valuation—Carol L. Colman; Compensation—Peter Mason .
- Independence: all four standing committees comprise Independent Directors and are chaired by Independent Directors; Agdern is Non-Interested/Independent .
- Attendance and engagement: FY 2024—Board held 4 regular and 6 special meetings; each Director attended ≥75% of Board/committee meetings; no Directors attended the 2024 Annual Meeting of Stockholders .
- Committee activity (FY 2024): Audit met 5x; Nominating 7x; Pricing & Valuation 4x; Compensation 1x .
- Board leadership evolution: 2024 Chair was Jane E. Trust (interested) with Eileen Kamerick as Lead Independent Director; by 2025, Eileen A. Kamerick serves as Independent Chair, a strengthening of governance oversight .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from EMO (cash; $) | $54,902 | $74,426 |
| Total Compensation from Fund Complex (calendar year; $) | $402,222 | $466,000 |
| Pension/retirement benefits provided by EMO | None disclosed | None disclosed |
- EMO director fees are paid for Board and committee service across EMO and related investment companies within the Franklin Templeton fund complex; the Fund does not provide pension/retirement benefits to Directors .
Performance Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed | Not disclosed |
| Option awards | Not disclosed | Not disclosed |
| Bonus/variable pay | Not disclosed | Not disclosed |
| Performance metrics (TSR, EBITDA, ESG, etc.) | Not disclosed | Not disclosed |
| Clawbacks/COC provisions for Directors | Not disclosed | Not disclosed |
Directors appear compensated via fixed cash retainers/fees; no performance-linked elements, equity grants, or options are disclosed in EMO’s proxy materials .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None (last five years) | n/a | n/a | EMO lists no other boards for Agdern |
- Non-interested directors (and immediate family) did not have interests in the adviser (FTFA), subadviser (ClearBridge), or affiliates as of Dec 31, 2024, reducing related-party risk .
Expertise & Qualifications
- Legal and compliance expertise: senior in-house legal leadership at BP and Amoco; experience in dispute resolution and governance; serves as Board Compliance Liaison, signaling focus on regulatory/controls oversight .
- Board skills noted by EMO: experience in business and as a legal professional; part of the broad fund-complex oversight (17 portfolios) .
Equity Ownership
| Measure | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|
| Dollar range of EMO shares held by Agdern | A = None | A = None |
| Aggregate dollar range across family of investment companies | D = $50,001–$100,000 | D = $50,001–$100,000 |
| Directors/officers group beneficial ownership of EMO | <1% of outstanding Common & Preferred shares at record date | <1% of outstanding Common & Preferred shares at record date |
| Citation |
- Section 16(a) compliance: EMO reports all required beneficial ownership filings were made timely for FY 2024 .
Governance Assessment
-
Strengths
- Deep legal/compliance background aligned to closed-end fund governance; role as Compliance Liaison adds oversight focus .
- Independent committee structure with qualified financial expert leading Audit; robust committee cadence (Audit 5x; Nominating 7x) in FY 2024 .
- Governance enhancement: transition to Independent Chair in 2025 (Kamerick), improving board independence and investor confidence .
-
Watch items / RED FLAGS
- Ownership alignment: Agdern reported no EMO share ownership as of 12/31/2024 (Dollar Range “A”), which may be viewed as limited “skin in the game” relative to alignment expectations for directors .
- Annual meeting engagement: EMO disclosed no Directors attended the 2024 Annual Meeting of Stockholders, which may be perceived negatively on shareholder engagement norms .
- Pay transparency: Proxy disclosures provide only aggregate fee amounts without retainer/meeting fee breakdowns or equity components; while typical for funds, limited granularity can constrain pay-for-performance analysis .
-
Conflicts
- EMO states no non-interested Director (and immediate family) had interests in FTFA, ClearBridge, or their affiliates as of Dec 31, 2024—no related-party transactions flagged .
-
Overall view
- Agdern’s broad committee participation and compliance liaison role support board effectiveness; independence and lack of adviser affiliations mitigate conflict risk .
- However, lack of EMO share ownership and non-attendance at the annual meeting are modest governance concerns for investor alignment and engagement .