Robert D. Agdern
About Robert D. Agdern
Independent Director of Western Asset High Income Fund II Inc. (HIX) since 2015; birth year 1950. Background includes corporate legal leadership and dispute resolution: Deputy General Counsel for western hemisphere matters at BP PLC (1999–2001), Associate General Counsel at Amoco Corporation (1993–1998), and Advisory Committee member of the Dispute Resolution Research Center at Kellogg Graduate School of Business (2002–2016). Current board role includes serving as Compliance Liaison, with committee memberships spanning Audit, Nominating, Compensation, and Pricing & Valuation. No other public company directorships disclosed in past five years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP PLC | Deputy General Counsel (western hemisphere matters) | 1999–2001 | Senior legal leadership overseeing regional matters |
| Amoco Corporation | Associate General Counsel (corporate, chemical, refining & marketing; special assignments) | 1993–1998 | Broad corporate legal responsibilities; Amoco merged with BP in 1998 forming BP PLC |
| Kellogg Graduate School of Business (Northwestern University) | Advisory Committee Member, Dispute Resolution Research Center | 2002–2016 | Advisory role in dispute resolution research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (past five years) | — | — | Fund proxy lists “None” for other directorships |
Board Governance
- Status: Non-interested, independent director; serves as Compliance Liaison; member of Audit, Nominating, Compensation, and Pricing & Valuation Committees .
- Board composition and leadership (context): 2025 board had eight directors, seven independent; Chair is Eileen A. Kamerick (Independent) . In 2024, board had seven directors, six independent; Chair was Jane E. Trust (Interested), with Eileen A. Kamerick as Lead Independent Director .
- Meetings/attendance: FY ended April 30, 2025 had 4 regular and 3 special board meetings; each director attended at least 75% of aggregate board and committee meetings for which eligible. No director attended the 2024 Annual Meeting (no formal policy on annual meeting attendance) . FY ended April 30, 2024: same board and special meeting counts; each director attended at least 75% .
- Committee meeting cadence (FY 2025): Audit (6), Nominating (6), Pricing & Valuation (4), Compensation (2) .
| Committee (FY 2025) | Meetings Held |
|---|---|
| Audit | 6 |
| Nominating | 6 |
| Pricing & Valuation | 4 |
| Compensation | 2 |
- Audit Committee report signatory: Agdern signed the Audit Committee report (June 18, 2025), evidencing active participation .
Fixed Compensation
| Metric | FY Ended 04/30/2024 | FY Ended 04/30/2025 |
|---|---|---|
| Aggregate Compensation from HIX ($) | $16,428 | $22,046 |
| Total Compensation from Fund Complex (Calendar Year) ($) | $402,000 (CY 2023) | $466,000 (CY 2024) |
| Number of Fund Complex Directorships | 16 | 21 |
- The Fund states directors receive no pension or retirement benefits; amounts include service on committees across the fund complex; no remuneration paid to the interested director (Jane E. Trust) in FY 2025 .
Performance Compensation
- The proxy presents director compensation as aggregate amounts and does not enumerate stock awards, option awards, or performance metrics linked to director pay; the Fund discloses no pension/retirement benefits for directors .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy lists “None” for other directorships in past five years |
Expertise & Qualifications
- Noted qualifications: “experience in business and as a legal professional,” with deep corporate legal background and dispute resolution advisory experience .
- Committee breadth: Audit, Nominating, Compensation, Pricing & Valuation; Compliance Liaison role suggests added oversight emphasis on regulatory compliance .
Equity Ownership
| Item | Value/Range | Notes |
|---|---|---|
| Dollar Range of HIX Equity Securities | A = None (as of Dec 31, 2024) | Indicates no personal holding of HIX shares |
| Aggregate Dollar Range in Family of Investment Companies | D = $50,001–$100,000 (as of Dec 31, 2024) | Exposure across related funds |
| Group Ownership | Directors/officers as a group owned <1% of HIX outstanding shares (July 31, 2025) | Alignment signal at group level |
| Dollar Range Definitions | A=None; D=$50,001–$100,000 | Proxy-defined categories |
- Section 16(a) compliance: Fund believes all filing requirements were met in FY ended April 30, 2025; similar statement for FY ended April 30, 2024 .
Governance Assessment
- Independence and engagement: Agdern is an independent, non-interested director with broad committee participation; signed the Audit Committee report, and met the ≥75% attendance threshold in FY 2025 and FY 2024, indicating baseline engagement .
- Alignment concerns (RED FLAG): Reported “A=None” dollar range for HIX equity securities suggests no personal holdings as of Dec 31, 2024, reducing “skin-in-the-game” alignment for this specific fund .
- Time-commitment signal: Increase from 16 to 21 fund complex directorships and higher total complex compensation ($402,000 → $466,000) may indicate heavier workload; however, attendance thresholds were met .
- Conflicts/related parties: Proxy states no non-interested director (nor immediate family) had interests in the adviser or affiliates; reduces direct related-party conflict risk .
- Board structure and independent oversight: Independent-led committees (Audit, Nominating, Compensation, Pricing & Valuation); independent Chair in 2025; regular executive sessions and independent counsel support strong governance processes .
Overall signal: Experienced legal professional with broad committee exposure and stable attendance, but no HIX share ownership is a notable alignment gap for investors assessing board effectiveness .