Marc A. De Oliveira
About Marc A. De Oliveira
Marc A. De Oliveira (birth year: 1971) serves as Secretary and Chief Legal Officer of Western Asset High Income Fund II Inc. (HIX) and has held these officer roles since 2023 . He is Associate General Counsel of Franklin Templeton (since 2020) and previously served at Legg Mason & Co. as Managing Director (2016–2020) and Associate General Counsel (2005–2020); he has also held officer roles across other funds in the complex, including Assistant Secretary since 2006 . The proxy identifies his principal office address as Franklin Templeton, 100 First Stamford Place, Stamford, CT 06902 . Fund officers receive no compensation from HIX, and Section 16(a)/Section 30(h) beneficial ownership reporting compliance was met for the fiscal year ended April 30, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton | Associate General Counsel | Since 2020 | Not disclosed |
| Legg Mason & Co. | Managing Director | 2016–2020 | Not disclosed |
| Legg Mason & Co. | Associate General Counsel | 2005–2020 | Not disclosed |
| Certain funds in FT/Legg Mason complex | Secretary and Chief Legal Officer | Since 2020 | Not disclosed |
| Certain funds in FT/Legg Mason complex | Assistant Secretary | Since 2006 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Certain funds associated with Legg Mason & Co. or its affiliates | Secretary and Chief Legal Officer | Since 2020 | Not disclosed |
| Certain funds associated with Legg Mason & Co. or its affiliates | Assistant Secretary | Since 2006 | Not disclosed |
Fixed Compensation
- Officers of HIX receive no compensation from the Fund; officers may be reimbursed for reasonable out-of-pocket travel expenses for attending Board meetings .
Performance Compensation
- No performance-based or equity compensation for HIX officers is disclosed in the DEF 14A; the Fund reports no officer compensation at the Fund level .
Equity Ownership & Alignment
- Officers and Directors of HIX as a group beneficially owned less than 1% of the Fund’s outstanding common shares as of the noted dates .
| Metric | Aug 30, 2024 | Jul 31, 2025 |
|---|---|---|
| Management group beneficial ownership (% of shares outstanding) | <1% | <1% |
- 5%+ beneficial owners:
| Holder | 2024 Shares | 2024 % | 2025 Shares | 2025 % |
|---|---|---|---|---|
| First Trust Portfolios L.P. and affiliates | 6,107,516 | 9.05% | 6,107,516 | 9.05% |
| Sit Investment Associates, Inc. | 9,419,784 | 10.46% | — | — |
- Section 16(a)/Section 30(h) reporting: The Fund believes all reporting requirements were met for the fiscal year ended April 30, 2025 .
Employment Terms
- No employment agreement, severance, or change-of-control terms for Marc A. De Oliveira are disclosed in the proxy; no officer contract economics are presented in HIX’s DEF 14A .
Board Governance (context)
- The Board held four regular meetings and three special meetings in FY ended April 30, 2025; each Director attended at least 75% of meetings/eligible committees . The Fund maintains Audit, Nominating, Compensation, and Pricing & Valuation Committees, each comprised of Independent Directors and chaired by an Independent Director .
Compensation Committee Analysis
- The Compensation Committee comprises all Independent Directors. Members: Mses. Colman, Kamerick, Kumar, Sale and Messrs. Agdern, Grillo, Mason; Peter Mason serves as Chair. The Committee met twice during FY ended April 30, 2025 and recommends Independent Director compensation; charter available on the Fund’s website .
Investment Implications
- Pay-for-performance alignment at the Fund level is not applicable to officers: HIX does not compensate its officers, so Marc’s economic incentives are tied to Franklin Templeton employment rather than Fund KPIs—reducing direct alignment with Fund TSR/NAV metrics and minimizing Fund-driven selling pressure signals . Ownership alignment is limited, as officers/directors as a group hold <1% of shares; personal ownership for Marc is not disclosed—suggesting low direct “skin-in-the-game” at the Fund level . Compliance signals are clean: Section 16(a)/Section 30(h) filings were timely per Fund review for FY ended April 30, 2025, with no pledging/hedging or clawback provisions disclosed in HIX materials for officers . Retention and change-of-control economics cannot be assessed from Fund filings; any retention risk or severance multipliers would reside with Franklin Templeton’s corporate policies, which are not disclosed in HIX’s DEF 14A .