Peter Mason
About Peter Mason
Peter Mason (birth year: 1959) is a non-interested, independent Director of Western Asset High Income Opportunity Fund Inc. (HIO), appointed effective November 15, 2024; he serves on the Nominating, Audit, and Pricing & Valuation Committees and is Chair of the Compensation Committee . His recent professional background includes work as an arbitrator and mediator (self-employed, since 2021) and previously as Global General Counsel of UNICEF (1998–2021), bringing legal and managerial expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UNICEF | Global General Counsel | 1998–2021 | Legal leadership across global operations; governance and compliance oversight |
| Self-employed | Arbitrator and Mediator | Since 2021 | Dispute resolution expertise applicable to board oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Sydney USA Foundation | Chairman | Since 2020 | Non-profit leadership; potential philanthropic network influence |
| Radio Workshop US, Inc. | Director | Since 2023 | Non-profit/media governance perspective |
Board Governance
- Board composition and leadership: 8 directors, 7 Independent Directors; Eileen A. Kamerick serves as independent Chair of the Board . Independent Directors meet outside management and are advised by independent legal counsel .
- Committee assignments for Mason: Nominating, Audit, Pricing & Valuation; Chair of Compensation .
- Committee activity (FY ended 9/30/2024): Audit met 4 times , Nominating met 7 times , Pricing & Valuation met 4 times , Compensation met once . Note: Mason joined 11/15/2024; these FY2024 meeting counts predate his appointment .
- Independence: Each standing committee is composed solely of Independent Directors (as defined under the 1940 Act and NYSE) and chaired by an Independent Director . Mason is listed as a non-interested Director .
- Attendance: In FY 2024, each Director attended at least 75% of Board and eligible committee meetings; no Directors attended the 2024 annual meeting (policy does not require attendance). Mason’s service began after FY 2024 .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Aggregate compensation from HIO | $0 | FY ended 09/30/2024 | Joined after fiscal year-end (effective 11/15/2024) |
| Total compensation from Fund Complex | $32,989 | Calendar year 2024 | Includes service across 17 investment company boards in the complex |
| Pension/retirement benefits | None | FY ended 09/30/2024 | Fund does not provide pension/retirement benefits to Directors |
| Compensation structure (bylaws) | Board-set cash fees; meeting fees permitted | As of 11/15/2024 | Directors may receive compensation and meeting fees; reimbursement of reasonable expenses |
Performance Compensation
| Metric | Target | Actual | Notes |
|---|---|---|---|
| Performance-linked director pay | Not disclosed | Not disclosed | Proxy reports cash compensation; no performance-based metrics or equity awards discussed |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| University of Sydney USA Foundation | Non-profit | Chairman | No HIO-related business disclosed |
| Radio Workshop US, Inc. | Non-profit/media | Director | No HIO-related business disclosed |
| Franklin Templeton/Western Asset fund complex | Registered investment companies | Oversees 17 portfolios | Common adviser affiliation across funds; Mason is a non-interested Director at HIO |
Expertise & Qualifications
- Legal and managerial experience: Former Global General Counsel (UNICEF); arbitrator/mediator; Board notes Mason’s legal and managerial credentials among director attributes .
- Governance focus: Chairs Compensation Committee; member of Audit, Nominating, Pricing & Valuation committees .
- Director qualification requirements: Bylaws impose experience, board service limits, and character/fitness thresholds; non-interested status required for disinterested directors .
Equity Ownership
| Holder | Dollar Range in HIO | Aggregate Dollar Range in Fund Family | As-of Date | Ownership % of HIO Outstanding |
|---|---|---|---|---|
| Peter Mason | A = None | A = None | 12/31/2024 | 0% (95,099,215 shares outstanding at record date) |
At February 7, 2025, directors and officers as a group owned <1% of outstanding shares; Mason individually had “None” in HIO as of 12/31/2024 .
Governance Assessment
- Strengths: Independent Director; chairs Compensation Committee comprised entirely of independent directors . Deep legal background (UNICEF GC) and dispute-resolution expertise support oversight of compliance, valuation, and compensation . Board leadership is independent (Chair), with robust committee activity and regular executive sessions .
- Alignment: Mason reported no HIO share ownership as of 12/31/2024, which may be viewed as limited “skin-in-the-game” for alignment; no director ownership guidelines disclosed in the proxy . The Fund complex’s director compensation is cash-based, and the Fund does not provide pensions/retirement benefits .
- Conflicts/Related-party exposure: The proxy states no non-interested Director or immediate family had interests in the adviser or affiliates as of year-end 2024; committees are independent, mitigating self-dealing risks . Bylaws include stringent director qualification standards and indemnification consistent with Maryland law and the 1940 Act .
- Attendance/engagement: FY 2024 Board and committee meetings were regularly held with ≥75% attendance by eligible Directors; Mason’s appointment date means FY 2024 attendance metrics do not apply to him .
Red Flags to Monitor
- Zero disclosed HIO ownership as of the last ownership table; monitor future filings for changes in equity alignment .
- Compensation Committee chair role inherently sets director pay; mitigated by committee’s independent composition and charter oversight .
- No performance-linked director compensation disclosed; while typical for funds, investors may prefer clearer alignment mechanisms .
References
- Proxy statement and director details, committees, compensation, and ownership .
- Bylaws and governance provisions .