Jane E. Trust
About Jane E. Trust
Jane E. Trust, CFA (birth year: 1962) serves as Director, President and Chief Executive Officer of Western Asset High Income Fund II Inc. (HIX) and is classified as an “interested person” under the 1940 Act due to her executive roles at Franklin Templeton/FTFA and affiliated entities . She has served on HIX’s Board since 2015 and previously served as Chairman of the Board; the Board’s leadership structure includes a Lead Independent Director who chairs executive sessions and acts as liaison to management . Trust’s principal occupations in the past five years include Senior Vice President, Fund Board Management at Franklin Templeton (since 2020) and President & CEO of FTFA (since 2015); she has overseen 119 funds associated with FTFA or its affiliates and is a Trustee of the Putnam Family of Funds consisting of 105 portfolios . The Fund’s proxies do not disclose individual TSR, revenue growth or EBITDA performance metrics for Ms. Trust; HIX’s governance disclosures focus on board oversight and fund-level operations rather than executive pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton (Fund Board Management) | Senior Vice President | Since 2020 | Investment management and risk oversight experience; leadership roles within Franklin Templeton and affiliates |
| FTFA (Franklin Templeton) | President & Chief Executive Officer | Since 2015 | Leadership of adviser supporting HIX; executive and portfolio management oversight |
| Legg Mason & Co., LLC | Senior Managing Director | 2018–2020 | Senior leadership in affiliated asset management organization prior to FT integration |
| Legg Mason & Co., LLC | Managing Director | 2016–2018 | Managerial leadership roles within Legg Mason complex |
| LMPFA (Legg Mason Partners Fund Advisor) | Senior Vice President | 2015 | Adviser executive role; foundation for “interested person” status |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Putnam Family of Funds (105 portfolios) | Trustee | Listed in 2025 proxy | Additional fiduciary oversight across large fund family |
| FTFA/Franklin Templeton fund complex | Officer and/or Trustee/Director of 119 funds | Since 2015 | Breadth of oversight across affiliated funds suggests cross-complex governance experience |
Other directorships in the past five years: None .
Fixed Compensation
| Fiscal Year (Ended Apr 30) | Fund-paid compensation ($) | Notes |
|---|---|---|
| FY 2023 | None | As an “interested person,” Ms. Trust received no remuneration from HIX |
| FY 2024 | None | Fund does not provide pension/retirement benefits to Directors; no remuneration paid to Ms. Trust |
| FY 2025 | None | Fund confirms no remuneration paid to Ms. Trust |
Performance Compensation
- HIX’s proxy statements do not disclose any bonus, RSU/PSU, option awards, performance metric targets, vesting schedules, severance, change-of-control, clawback or gross-up terms for Ms. Trust at the Fund level; the Fund states no remuneration was paid to Ms. Trust as an “interested person” .
- Compensation for Ms. Trust occurs at the adviser level (FTFA/LMPFA/Franklin Templeton affiliates); those terms are not disclosed in HIX’s proxies .
Equity Ownership & Alignment
| Metric | As of 12/31/2022 | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|---|
| Dollar range of HIX equity securities beneficially owned | A (None) | A (None) | A (None) |
| Aggregate dollar range across funds overseen (family of investment companies) | E (Over $100,000) | E (Over $100,000) | E (Over $100,000) |
- At group level, nominees, Directors and officers beneficially owned less than 1% of HIX’s outstanding common shares as of Aug 31, 2023; Aug 30, 2024; and Jul 31, 2025, respectively .
- Pledging/hedging policies specific to Directors are not disclosed in the proxies; the Fund references Maryland Control Share Acquisition Act provisions and pledges only in the context of control share exceptions, not insider pledging practices .
Employment Terms
- Role and tenure: Director since 2015; President & CEO of FTFA since 2015; “interested person” due to officer status at FTFA and affiliates .
- HIX does not disclose employment contracts, severance multiples, change-of-control triggers, non-compete or clawback provisions for Ms. Trust at the Fund level; compensation occurs at adviser level and is not detailed in HIX proxies .
Board Governance
- Independence and dual-role: Ms. Trust is an “interested person” and has served as Chairman of the Board; HIX’s Board maintains a Lead Independent Director (Eileen A. Kamerick) who chairs executive sessions and serves as liaison, with Independent Directors meeting outside management and advised by independent counsel to mitigate dual-role concerns .
- Committees: Audit, Nominating, Compensation, and Pricing & Valuation Committees are composed entirely of Independent Directors, and each is chaired by an Independent Director; Ms. Trust does not serve on these committees .
- Committee leadership and meetings (FY ended Apr 30, 2025):
- Audit Committee: Members are all Independent Directors; Chair: Nisha Kumar; met 6 times .
- Nominating Committee: Members are all Independent Directors; Chair: Hilary A. Sale; met 6 times .
- Compensation Committee: Members are all Independent Directors; Chair: Peter Mason; met 2 times; charter available on Fund website .
- Pricing & Valuation Committee: Members are all Independent Directors; Chair: Carol L. Colman; met 4 times .
- Attendance:
- FY ended Apr 30, 2023: Board held 4 regular and 1 special meeting; each Director attended at least 75% of eligible meetings .
- FY ended Apr 30, 2024: Board held 4 regular and 3 special meetings; each Director attended at least 75% of eligible meetings .
Investment Implications
- Pay alignment and insider signals: Ms. Trust receives no remuneration from HIX and holds no HIX shares (“A” dollar range = None), limiting both insider selling pressure and pay-for-performance alignment at the Fund level; her compensation is set at the adviser level and not tied to disclosed Fund performance metrics in HIX proxies .
- Governance mitigants to dual-role: While Ms. Trust is an “interested” Director and has served as Chairman, HIX employs a Lead Independent Director structure and Independent-only committees with defined charters and regular meetings, which helps offset independence concerns and supports robust oversight of financial reporting, nominations, valuation and director compensation .
- Ownership alignment: The absence of HIX holdings by Ms. Trust can be viewed as an alignment shortfall with HIX shareholders, though she has over $100,000 aggregated across the broader fund family; investors may prefer voluntary ownership in HIX to strengthen alignment with market price and discount dynamics typical of closed-end funds .
- Data gaps: No disclosure of Ms. Trust’s adviser-level compensation components, vesting schedules, or severance/change-of-control terms in HIX proxies; analysis of pay-for-performance and retention risk at the individual level requires adviser disclosures beyond HIX’s filings .