Jeanne M. Kelly
About Jeanne M. Kelly
Jeanne M. Kelly (birth year: 1951) serves as Senior Vice President of Western Asset High Income Fund II Inc. (HIX) and has held this officer role since 2007. Her current responsibilities include U.S. Fund Board Team Manager at Franklin Templeton (since 2020), and she holds affiliated leadership roles as President and Chief Executive Officer of LM Asset Services, LLC (LMAS) and Legg Mason Fund Asset Management, Inc. (LMFAM) since 2015; previously, she was Managing Director at Legg Mason & Co. (2005–2020) and Senior Vice President at LMFAM (2013–2015) and FTFA (since 2006) . Officers of the Fund receive no compensation from the Fund (only reimbursement for reasonable travel expenses to Board meetings); Section 16(a) filings were timely in FY2025 per Fund representations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton | U.S. Fund Board Team Manager | Since 2020 | Senior oversight supporting fund boards within the Franklin Templeton complex . |
| Legg Mason & Co. | Managing Director | 2005–2020 | Senior management role across the fund complex and adviser affiliates . |
| Legg Mason Fund Asset Management, Inc. (LMFAM) | Senior Vice President | 2013–2015 | Executive role within adviser affiliate . |
| Franklin Templeton Fund Adviser, LLC (FTFA) | Senior Vice President | Since 2006 | Executive role within the Fund’s adviser . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| LM Asset Services, LLC (LMAS) | President & CEO | Since 2015 | Affiliate entity leadership . |
| Legg Mason Fund Asset Management, Inc. (LMFAM) | President & CEO | Since 2015 | Affiliate entity leadership . |
Fixed Compensation
- Officers of the Fund receive no compensation from the Fund; only reasonable travel reimbursements for attending Board meetings are permitted .
- Compensation paid by adviser affiliates (e.g., FTFA/Franklin Templeton) is not disclosed in Fund filings .
| Component | Amount/Terms |
|---|---|
| Base salary | Not disclosed in Fund filings . |
| Target bonus % | Not disclosed in Fund filings . |
| Actual bonus paid | Not disclosed in Fund filings . |
| Perquisites | Travel expense reimbursement for Board meeting attendance (no Fund-paid salary/bonus) . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed (officer-level incentive metrics not provided by Fund) | — | — | — | — | — . |
- The proxy statements do not disclose officer-level performance metrics, RSUs/PSUs, or option grants for Fund officers; compensation and incentives occur at adviser affiliates and are not reported at the Fund level .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total beneficial ownership (Directors & officers as a group) | Less than 1% of outstanding Common Stock (as of July 31, 2025) . |
| Individual officer holdings | Not disclosed for officers individually in proxy; director dollar ranges provided separately . |
| Shares pledged as collateral | Not disclosed in Fund filings . |
| Stock ownership guidelines (officers) | Not disclosed in Fund filings . |
| Section 16(a) filings compliance | All filing requirements met in FY2025 per Fund representations . |
Employment Terms
| Term | Disclosure |
|---|---|
| Appointment/Term | Officers are chosen each year by the Board and serve until successors are elected and qualified . |
| Contract term & expiration | Not disclosed in Fund filings . |
| Severance provisions | Not disclosed in Fund filings . |
| Change-of-control provisions | Not disclosed in Fund filings . |
| Non-compete / Non-solicit | Not disclosed in Fund filings . |
| Garden leave / Post-termination consulting | Not disclosed in Fund filings . |
Compensation Committee Analysis
| Aspect | Details |
|---|---|
| Committee composition | All Independent Directors (Mses. Colman, Kamerick, Kumar, Sale; Messrs. Agdern, Grillo, Mason) . |
| Chair | Peter Mason (as of FY2025) . |
| Meetings | Met twice during fiscal year ended April 30, 2025 . |
| Mandate | Recommend appropriate compensation of Independent Directors for Board/committee service; operates under written charter available on Fund website . |
Investment Implications
- Pay-for-performance visibility is minimal at the Fund level for officers: compensation is paid by adviser affiliates and not reported by HIX, with no Fund-paid salary/bonus/equity for officers; thus, direct alignment via Fund equity awards or Fund-linked performance conditions is not evidenced in proxies .
- Ownership alignment appears limited: Directors/officers as a group own less than 1% of outstanding shares, and officer-specific holdings/pledging are not disclosed, reducing observable skin-in-the-game signals for HIX insiders .
- Retention risk looks low from tenure: Kelly has served as a Fund officer since 2007 and holds senior leadership roles across Franklin Templeton/Legg Mason affiliates, indicating organizational continuity; however, no employment contract/severance terms are disclosed at the Fund level .
- Trading signals from insider activity cannot be assessed from proxies: Section 16(a) compliance is affirmed, but the proxies do not present Form 4 detail; without disclosed vesting schedules or option award cadence at the Fund, there are no Fund-level indicators of near-term insider selling pressure .