Thomas C. Mandia
About Thomas C. Mandia
Senior Vice President of Western Asset High Income Fund II Inc. (“HIX”). Birth year: 1962. HIX’s 2024 proxy lists him as Senior Vice President “since 2022,” while the 2025 proxy lists “since 2006”; earlier filings show he served as Assistant Secretary since 2006, indicating continuous service with evolving titles . Principal occupation: Senior Associate General Counsel of Franklin Templeton since 2020; formerly Managing Director and Deputy General Counsel of Legg Mason & Co. (2005–2020); Secretary of FTFA since 2006; Secretary of LM Asset Services, LLC since 2002; Secretary of Legg Mason Fund Asset Management, Inc. since 2013 .
HIX discloses that officers receive no compensation from the Fund (only reasonable out-of-pocket travel reimbursement), and that the Fund believes Section 16 filing requirements were met for recent fiscal years . Directors and officers as a group beneficially owned less than 1% of outstanding shares in both 2024 and 2025, underscoring limited insider equity alignment typical for closed-end funds .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Franklin Templeton | Senior Associate General Counsel | Since 2020 | Senior legal counsel across FT’s U.S. funds complex; governance and compliance interface for fund boards . |
| Western Asset High Income Fund II Inc. (HIX) | Senior Vice President | Since 2022 (per 2024 proxy) / Since 2006 (per 2025 proxy) | Senior officer to the Fund; continuous service with evolving titles supports governance continuity . |
| Western Asset High Income Fund II Inc. (HIX) | Assistant Secretary | Since 2006 (historical) | Long-standing officer role supporting corporate governance and regulatory filings for HIX . |
| Legg Mason & Co. | Managing Director and Deputy General Counsel | 2005–2020 | Led legal and regulatory matters for Legg Mason-affiliated funds prior to integration into Franklin Templeton . |
| FTFA (Franklin Templeton/LMP Partners Fund Advisors) | Secretary | Since 2006 | Corporate secretaryship for the adviser supporting board processes and documentation . |
| LM Asset Services, LLC | Secretary | Since 2002 | Corporate governance and recordkeeping for legacy Legg Mason entities . |
| Legg Mason Fund Asset Management, Inc. | Secretary | Since 2013 | Governance role for former registered investment adviser within Legg Mason . |
External Roles
No public-company directorships or external committee roles for Mandia are disclosed in HIX DEF 14A biographies; disclosures focus on internal Franklin Templeton/Legg Mason legal and secretary roles .
Fixed Compensation
- Officers of the Fund receive no compensation from HIX; they may be reimbursed for reasonable out-of-pocket travel expenses to attend Board meetings. Compensation, if any, is paid by affiliates (e.g., Franklin Templeton) and is not reported by the Fund .
Performance Compensation
- No incentive plans, equity grants (RSUs/PSUs), or option awards for Fund officers are disclosed by HIX; officers receive no compensation from the Fund, so no Fund-level performance metrics or payouts apply to Mandia in HIX filings .
Equity Ownership & Alignment
| Metric | As of Aug 30, 2024 | As of Jul 31, 2025 |
|---|---|---|
| Directors and officers as a group beneficial ownership (% of shares outstanding) | <1% | <1% |
- Director dollar-range ownership is disclosed, but officer-by-officer share counts for Mandia are not; the group ownership remained under 1% in both periods .
- No pledging/hedging policy for officers is specifically disclosed in HIX DEF 14A; the filings do not enumerate officer pledging or hedging status .
Employment Terms
- Appointment and term: Executive officers are chosen annually by the Board and serve until their successors are duly elected and qualified .
- Compensation and benefits: Officers receive no compensation from the Fund; only reasonable travel reimbursement for Board meetings is permitted .
- Severance, change-of-control, non-compete, non-solicit, garden leave: Not disclosed in HIX filings reviewed .
- Section 16 compliance: HIX states all Section 16(a) filing requirements were met for fiscal years ended April 30, 2024 and April 30, 2025 .
Investment Implications
- Pay-for-performance and selling pressure: With no Fund-paid cash or equity compensation for officers, there are no HIX-linked bonus metrics, vesting schedules, or Fund equity awards that could create near-term selling pressure or incentive misalignment at the Fund level .
- Alignment: Directors and officers as a group own <1% of shares, a common structure for closed-end funds but one that provides limited direct insider alignment; monitoring 13D/13G holders (e.g., First Trust/Sit) may be more relevant for trading dynamics than officer activity .
- Retention risk: Mandia’s retention and incentives are driven by Franklin Templeton employment (not HIX); continuity is supported by his long tenure across roles (Assistant Secretary since 2006; current SVP per recent proxies) which lowers execution risk in Fund governance processes .
- Governance/compliance: Regular confirmation of Section 16 compliance and annual officer elections point to stable governance hygiene; no officer-specific related-party transactions or clawback/tax gross-up practices are disclosed at the Fund level for Mandia .