Thomas Mandia
About Thomas Mandia
Thomas C. Mandia (born 1962) serves as Senior Vice President of Western Asset High Income Opportunity Fund Inc. (HIO) and has held this officer role 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. from 2005 to 2020 . Officers of the Fund receive no compensation from HIO (only reimbursement of reasonable out-of-pocket travel expenses for attending Board meetings), and the Fund does not disclose officer performance metrics such as TSR, revenue growth, or EBITDA growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton | Senior Associate General Counsel | 2020–present | Legal oversight for fund complex governance and regulatory filings |
| Legg Mason & Co. | Managing Director & Deputy General Counsel | 2005–2020 | Led legal function during Legg Mason era; supported fund governance and compliance |
| Various funds in Franklin/Legg Mason complex | Assistant Secretary | 2006–2022 | Fund-level governance and corporate secretarial duties across the complex |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LM Asset Services, LLC (LMAS) | Secretary | 2002–present | Corporate secretarial duties; support filings and record-keeping for affiliated entities |
| Legg Mason Fund Asset Management, Inc. (LMFAM) | Secretary | 2013–present | Corporate governance for affiliated investment adviser entities |
Fixed Compensation
| Element | Value/Status | Notes |
|---|---|---|
| Base Salary | Not disclosed in Fund filings | Officers receive no compensation from HIO; compensation is at Franklin Templeton |
| Target Bonus % | Not disclosed in Fund filings | No bonus disclosure at Fund level |
| Actual Bonus Paid | Not disclosed in Fund filings | No officer pay from HIO |
| Perquisites | Reimbursement for reasonable out-of-pocket travel expenses only | Fund reimburses travel for Board meetings |
| Pension/SERP | Not disclosed in Fund filings | No Fund-level pension/retirement benefits to Directors; officers not paid by Fund |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for Fund officers | — | — | — | — | — |
Officers of HIO are not compensated by the Fund; the proxy/N-2 do not disclose RSUs, PSUs, options, or performance metric frameworks for Fund officers .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Individual beneficial ownership (Mandia) | Not individually itemized in proxies; officers and directors as a group beneficially owned less than 1% of outstanding shares as of February 7, 2025 . |
| Ownership as % of shares outstanding (group) | <1% as of February 7, 2025 . |
| Vested vs. unvested shares | Not disclosed in Fund filings . |
| Options (exercisable/unexercisable) | Not disclosed in Fund filings . |
| Shares pledged as collateral | No pledging disclosure found in HIO proxies; the Fund’s ownership tables do not indicate pledging for officers . |
| Stock ownership guidelines | Not disclosed for Fund officers in HIO proxies . |
Employment Terms
- Appointment/Term: Executive officers are chosen annually by the Board and serve until successors are elected/qualified or upon death, resignation, or removal .
- Compensation by Fund: Officers receive no compensation from HIO (only reimbursement for reasonable out-of-pocket travel to Board meetings) .
- Change-of-control/Severance: No employment agreements, severance, or change-of-control economics for Fund officers are disclosed in HIO proxies or 8‑K Item 5.02 filings reviewed [List: 1–6; none 5.02].
- Powers of Attorney/Proxy Designations: Mandia is repeatedly named as attorney-in-fact on Section 13/16 reporting POAs for fund complexes, evidencing a legal/compliance function across filings, and is named among the proxies appointed to solicit votes at annual meetings (e.g., 2025 proxy card) .
Additional Governance Context (Fund-level)
- Board committees (Audit, Compensation, Nominating, Pricing & Valuation) are active; Mandia is an officer, not a Director .
- Security ownership of management: Dollar ranges shown for Directors; officers and Directors as a group own <1% .
- No say‑on‑pay proposals; proxies focus on Director elections and PwC ratification .
Investment Implications
- Pay-for-performance alignment: Because HIO does not pay its officers, there is no Fund-level pay package to align or misalign with Fund performance for Mandia. Incentives, if any, exist at the Franklin Templeton corporate level and are not disclosed in HIO filings; thus, traditional executive pay signal analysis (bonuses, PSUs, TSR targets) is not applicable here .
- Insider selling pressure: With management and Directors collectively owning <1% of outstanding shares and no individual officer holdings disclosed, insider selling pressure related to Mandia is likely de minimis at the Fund level; no pledging disclosures found .
- Retention risk: Mandia has a long-tenured legal/compliance track record across Legg Mason and Franklin Templeton (since 2002 in affiliate secretary roles; 2005–2020 Legg Mason legal leadership; since 2020 Franklin Templeton), suggesting continuity and institutional expertise; no employment agreements or severance terms are disclosed at the Fund level .
- Trading signals: No Form 4 activity or officer-specific ownership disclosures are presented in HIO proxies; Mandia’s role is legal/compliance rather than investment management. Portfolio performance signals should be derived from portfolio manager disclosures and Fund reports, not officer compensation disclosures .
Sources: HIO DEF 14A (2025, 2024, 2023, 2022, 2021, 2020) ; HIO N‑2 (2025) ; multiple Section 13/16 POAs naming Mandia (Forms 3 exhibits) .