Peter Mason
About Peter Mason
Peter Mason (birth year 1959) is an independent Director of Western Asset High Income Fund II Inc. (NYSE: HIX), serving since November 15, 2024 and standing for election as a Class III Director with a term through the 2028 annual meeting. He chairs the Compensation Committee and serves on the Audit, Nominating, and Pricing & Valuation Committees; his background includes legal and managerial expertise as Global General Counsel of UNICEF (1998–2021) and current work as an arbitrator/mediator since 2021 . He oversees 21 portfolios in the Franklin Templeton fund complex, is a non-interested (independent) Director, and participated at least 75% in FY2025 board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UNICEF (intergovernmental organization) | Global General Counsel | 1998–2021 | Not disclosed in filing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Self-employed | Arbitrator and Mediator | Since 2021 | Not disclosed in filing |
| University of Sydney USA Foundation | Chairman | Since 2020 | Not disclosed in filing |
| Radio Workshop US, Inc. | Director | Since 2023 | Not disclosed in filing |
Board Governance
- Board composition: eight directors; seven independent; independent Chair (Eileen A. Kamerick) .
- Independent Director status: Mason is a non-interested Director under the 1940 Act and NYSE independence standards; all standing committees are fully independent .
- Committee memberships and chair roles: Mason chairs Compensation; member of Audit, Nominating, Pricing & Valuation .
- Attendance and engagement: FY2025 had four regular and three special board meetings; each Director attended at least 75% of eligible meetings; no Director attended the 2024 annual meeting of stockholders .
- Executive sessions: Independent Directors regularly meet outside management and are advised by independent counsel .
| Committee | Mason’s Role | FY2025 Meetings Held | Notes |
|---|---|---|---|
| Audit | Member | 6 | Chaired by Nisha Kumar; Mason part of fully independent committee |
| Nominating | Member | 6 | Chaired by Hilary Sale; fully independent |
| Pricing & Valuation | Member | 4 | Chaired by Carol L. Colman; fully independent |
| Compensation | Chair | 2 | Fully independent; recommends Director compensation |
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Aggregate compensation from HIX (Fund) | $10,881 | FY ended 04/30/2025 | Includes committee service across Fund committees |
| Total compensation from Fund Complex | $32,989 | Calendar year 2024 | Across 21 fund complex directorships |
| Pension/retirement benefits | Not provided | — | Filing states Fund does not provide pension/retirement benefits to Directors |
| Annual retainer (cash) | Not disclosed | — | No breakdown by retainer/committee fees provided in DEF 14A |
| Committee membership fees | Not disclosed | — | Not itemized in filing |
| Committee chair fees | Not disclosed | — | Not itemized in filing |
| Meeting fees | Not disclosed | — | Not itemized in filing |
Performance Compensation
| Feature | Status | Notes |
|---|---|---|
| Equity compensation (annual grants/DSUs/RSUs/PSUs) | Not disclosed | No director equity grant details provided in the proxy |
| Options (strike, expiration, vesting) | Not disclosed | No option awards disclosed for Directors |
| Performance metrics tied to compensation (e.g., TSR, EBITDA) | None disclosed for Directors | Compensation Committee’s remit is to recommend independent Director compensation; no performance metrics described |
| Vesting schedules | Not disclosed | — |
| Clawback provisions | Not disclosed | — |
| Change-of-control/severance | Not disclosed | — |
| Tax gross-ups | Not disclosed | — |
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Tenure |
|---|---|---|---|
| University of Sydney USA Foundation | No | Chairman | Since 2020 |
| Radio Workshop US, Inc. | No | Director | Since 2023 |
| Public company boards (past 5 years) | None disclosed | — | — |
The nominating framework screens for independence and competing affiliations; limits on service on other boards and character/fitness requirements apply per bylaws and Nominating Committee Charter .
Expertise & Qualifications
- Legal and managerial experience; former Global General Counsel (UNICEF) and current arbitrator/mediator .
- Oversight across 21 portfolios within Franklin Templeton fund complex, supporting governance breadth .
- Committee leadership on compensation; active participation on audit, nominating, valuation oversight .
Equity Ownership
| Measure | Value | As of | Notes |
|---|---|---|---|
| Beneficial ownership in HIX (dollar range) | “A” = None | 12/31/2024 | Indicates no Fund share ownership |
| Aggregate dollar range across family of investment companies | “A” = None | 12/31/2024 | No ownership across overseen funds |
| Shares pledged as collateral | Not disclosed | — | — |
| Ownership guidelines & compliance | Not disclosed | — | Nominating framework includes limits and qualifications; specific ownership guidelines for Directors not disclosed |
| Group ownership (Directors/officers as a group) | <1% of outstanding shares | 07/31/2025 | Group level only |
Insider Trades and Section 16 Compliance
| Item | Status | Period |
|---|---|---|
| Section 16(a) filings compliance for Directors/officers | All required filings met per Fund’s review | FY ended 04/30/2025 |
Related Party & Conflicts
- No non-interested Director (including immediate family) had any interest in the investment adviser or affiliates as of December 31, 2024 .
- The Board explicitly considered management fee growth conflicts when approving Proposal No. 1 (authorized share increase) and balanced them against shareholder benefits and market context .
Governance Assessment
-
Strengths:
- Independent status, multi-committee participation, and chairing Compensation Committee support governance oversight; committees are fully independent with regular executive sessions and counsel .
- Documented committee activity (Audit: 6; Nominating: 6; Valuation: 4; Compensation: 2 meetings) indicates engagement cadence .
- Legal/managerial background (UNICEF General Counsel) adds compliance and governance rigor .
- Section 16 compliance met; no related-party interests disclosed for independent Directors .
-
Risks / Red Flags:
- No Fund share ownership (“A” = None) and none across the family of investment companies—potential alignment concern for a governance-sensitive investor base .
- No attendance by any Director at the 2024 annual meeting could be perceived as limited direct stockholder engagement, though overall meeting attendance met the 75% threshold .
- Oversight across 21 portfolios may pose time-commitment/overboarding perception risk, despite fund-complex norms .
- Compensation details lack transparency on retainer/committee/meeting fee structure; absence of equity/long-term alignment features in the filing for Directors .
Overall, Mason’s independent status, legal expertise, and committee leadership support board effectiveness; however, lack of personal share ownership and limited disclosure on director compensation structure temper alignment signals for investors .