Jane E. Trust
About Jane E. Trust
Jane E. Trust, CFA, serves as an Interested Director and as President and Chief Executive Officer of HYI; she has held HYI board and executive roles since 2015 and is an officer within Franklin Templeton’s fund board management organization (Senior Vice President, Fund Board Management, since 2020) . She is considered an “interested person” under the Investment Company Act due to her officer roles at Franklin Templeton affiliates (FTFA) . Governance note: Ms. Trust served concurrently as HYI’s Chair, President, and CEO in 2024, but the Chair role transitioned to Independent Director Eileen A. Kamerick effective November 15, 2024, reducing CEO/Chair dual-role concerns . HYI’s proxies and N‑2 do not disclose TSR, revenue, or EBITDA metrics for management pay or tenure benchmarking; HYI officers receive no compensation from the Fund, and the Fund does not report executive pay metrics for Ms. Trust .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Franklin Templeton Fund Adviser, LLC (FTFA) | President and Chief Executive Officer | Since 2015 | Leads adviser’s fund governance interface; officer across Franklin Templeton fund complex . |
| Franklin Templeton | Senior Vice President, Fund Board Management | Since 2020 | Oversees U.S. fund board operations and governance processes across complex . |
| Legg Mason & Co., LLC | Senior Managing Director | 2018–2020 | Senior leadership in distribution/management following integration with Franklin Templeton . |
| Legg Mason & Co., LLC | Managing Director | 2016–2018 | Executive leadership in fund complex operations . |
| FTFA | Senior Vice President | 2015 | Senior officer role during early tenure as HYI CEO . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Franklin Templeton funds (119 portfolios) | Trustee/Director | Since 2015 | Board oversight across the Franklin Templeton fund complex . |
| Putnam Family of Funds (105 portfolios) | Trustee | Since 2015 | Board oversight across the Putnam complex post-integration . |
| HYI (Western Asset High Yield Opportunity Fund Inc.) | Director | Since 2015 | Interested Director; CEO/President . |
Fixed Compensation
- HYI pays no remuneration to Ms. Trust as an “interested person” of the Fund for the fiscal year ended May 31, 2025; officers receive no compensation from the Fund (they may be reimbursed for reasonable travel to board meetings) .
| Component | FY 2025 |
|---|---|
| Compensation from HYI | No remuneration paid to Ms. Trust . |
| Pension/retirement benefits from HYI | None; the Fund does not provide such benefits to directors/officers . |
Performance Compensation
- Not applicable at the Fund level; HYI does not disclose any base salary, annual bonus, equity/option awards, or performance-metric linkages for Ms. Trust because Fund officers are employees of the adviser and receive no compensation from HYI .
- Compensation Committee scope: recommends Independent Directors’ compensation; composed entirely of Independent Directors; chaired by Peter Mason; met three times in FY ended May 31, 2025 .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed by HYI; Fund officers are compensated by the adviser (FTFA), not the Fund | — | — | — | — | — . |
Equity Ownership & Alignment
| Date (As of) | HYI dollar range owned by Ms. Trust | Aggregate dollar range in all funds overseen (family of funds) | Notes |
|---|---|---|---|
| 12/31/2023 | A = None | E = Over $100,000 | Group (directors/officers) owned <1% of HYI at 8/30/2024 . |
| 12/31/2024 | A = None | E = Over $100,000 | Group (nominees, directors, officers) owned <1% at 3/19/2025 and 8/29/2025 . |
- Pledging/hedging: No pledging or hedging disclosures identified for Ms. Trust in HYI’s 2024–2025 proxies or N‑2 .
- Stock ownership guidelines: No Fund-level executive ownership guidelines disclosed for Ms. Trust; director dollar-range reporting provided instead .
Employment Terms
| Term | Disclosure |
|---|---|
| Officer election/term | Officers are chosen annually by the Board and serve until successors are elected/qualified or until death, resignation, or removal . |
| Compensation source | Officers receive no compensation from HYI (Fund); they may be reimbursed for reasonable out-of-pocket travel for Board meetings . |
| Employment contract with HYI | None disclosed in proxy or N‑2 . |
| Severance/change‑of‑control terms | Not disclosed by HYI; no executive employment agreements or golden parachute terms disclosed for Fund officers . |
| Non‑compete / non‑solicit / garden leave | Not disclosed by HYI . |
| Clawback / gross‑ups | Not disclosed by HYI . |
Board Governance (Director service history, committees, independence)
- Status: Ms. Trust is an Interested Director (non‑independent) by virtue of her officer roles at FTFA and affiliates .
- Board leadership: Ms. Trust was Chair, President, and CEO in 2024; the Chair role moved to Independent Director Eileen A. Kamerick effective Nov. 15, 2024, establishing an independent chair structure .
- Committees: All standing committees (Audit; Nominating; Compensation; Pricing & Valuation) are comprised solely of Independent Directors; Ms. Trust does not serve on these committees .
- Committee leadership highlights: Audit chaired by Nisha Kumar (audit committee financial expert); Nominating chaired by Hillary A. Sale; Compensation chaired by Peter Mason; Pricing & Valuation chaired by Carol L. Colman .
- Meetings and attendance: The Board held four regular and three special meetings in the fiscal year ended May 31, 2025; each Director attended at least 75% of eligible meetings .
Other Signals and Risk Indicators
- Management conflicts in 2025 restructuring: The Board explicitly considered Management’s conflict of interest (additional management fees) related to eliminating the Fund’s term; a fee waiver was used as partial mitigation, and a tender offer was planned to provide NAV liquidity; proposal required maintaining ≥$75mm in net assets post‑tender or else liquidate on the Term Date .
- Section 16 compliance: The Fund reports all required insider ownership filings were met for FY ended May 31, 2025 (no individual Form 4 details provided in HYI’s proxy/N‑2) .
- Beneficial ownership concentration: Directors and officers as a group owned <1% of HYI at multiple reference dates in 2024–2025, implying limited insider alignment via direct HYI holdings .
Investment Implications
- Alignment: Ms. Trust receives no compensation from HYI and holds no reported HYI shares (dollar range “A = None”), which limits direct pay‑for‑performance and insider alignment signals at the Fund level; her broader family‑of‑funds exposure (aggregate “E”) reflects complex‑level ties rather than single‑fund alignment .
- Governance: The shift from CEO/Chair dual role (pre‑Nov 2024) to an Independent Chair structure enhances board independence and oversight, reducing key man and concentration risks around leadership .
- Incentives and selling pressure: HYI does not disclose executive incentive metrics, vesting schedules, or insider transaction details for Ms. Trust; with officers unpaid by the Fund and group ownership <1%, we see limited fund‑level compensation‑driven trading signals, though Section 16 compliance indicates required reporting is in place .
- Conflict management: The Board’s 2025 process acknowledged and mitigated adviser fee‑related conflicts (fee waiver, tender offer at NAV, net‑asset threshold), a positive governance marker; investors should still monitor future fee/structure changes and tender outcomes for alignment with shareholders .
Block citations:
- Director/officer status, roles, interested person, and timeline: .
- “No remuneration” to Ms. Trust; officers compensated by adviser; officer election and travel reimbursement: .
- Ownership ranges and group <1%: .
- Committees, composition, chairs, meetings, attendance: .
- 2025 proposal conflict acknowledgement and mitigation: .