Peter Mason
About Peter Mason
Peter Mason (birth year: 1959) is an Independent Director of HYI, appointed effective November 15, 2024; he chairs the Compensation Committee and serves on the Audit, Nominating, and Pricing & Valuation Committees, bringing legal and managerial experience from a long tenure as Global General Counsel of UNICEF and current work as an arbitrator/mediator . He oversees 21 portfolios within the Franklin Templeton fund complex and is classified as a non-interested/independent director under the 1940 Act and NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UNICEF (intergovernmental organization) | Global General Counsel | 1998–2021 | Senior legal leadership across global operations |
| Self-employed | Arbitrator and Mediator | 2021–Present | Dispute resolution expertise relevant to governance and oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Sydney USA Foundation | Chairman | 2020–Present | Non-profit board leadership |
| The Radio Workshop US, Inc. | Director | 2023–Present | Non-profit directorship |
Board Governance
- Independence: Non-interested director; all standing committees are comprised solely of Independent Directors .
- Board leadership: Independent Chair (Eileen A. Kamerick) leads executive sessions of Independent Directors and serves as liaison to management .
- Attendance: During FY ended May 31, 2025, the Board held 4 regular and 3 special meetings; each Director attended at least 75% of the Board and committee meetings for which they were eligible .
- Committee memberships and activity for FY ended May 31, 2025:
| Committee | Mason Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 3 | Recommends Independent Director compensation; comprised entirely of Independent Directors |
| Audit | Member | 6 | Oversees financial reporting, auditor independence; Independent Directors only |
| Nominating | Member | 5 | Selects and nominates director candidates; Independent Directors only |
| Pricing & Valuation | Member | 4 | Oversees valuation process; Independent Directors only |
Fixed Compensation
| Item | Amount/Detail |
|---|---|
| Aggregate compensation from HYI (FY ended 05/31/2025) | $8,369 |
| Total compensation from Fund and Fund Complex (CY 2024) | $32,989 |
| Pension/retirement benefits | None provided by the Fund |
| Compensation structure disclosure | Proxy provides aggregate Director compensation including service on HYI committees and other fund boards in the complex; granular retainer/meeting fee schedules not itemized |
Performance Compensation
| Component | Disclosure |
|---|---|
| Performance-based cash metrics (revenue/EBITDA/TSR/ESG) | None disclosed for Independent Directors |
| Equity awards (RSUs/PSUs/Options), vesting, strike | Not disclosed for Independent Directors in the proxy |
| Clawback/gross-up provisions | Not disclosed for Directors in the proxy |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict Noted |
|---|---|---|---|
| University of Sydney USA Foundation | Non-profit | Chairman | None with HYI’s adviser/affiliates disclosed |
| The Radio Workshop US, Inc. | Non-profit | Director | None with HYI’s adviser/affiliates disclosed |
No public company board roles for Mason are disclosed in the past five years; the proxy states no Independent Director or their immediate family had interests in the adviser or affiliates as of Dec 31, 2024 .
Expertise & Qualifications
- Legal and managerial experience; former Global General Counsel of UNICEF; current arbitrator/mediator .
- Oversees 21 portfolios in the Franklin Templeton fund complex, indicating broad fund governance exposure .
- Not designated as an “audit committee financial expert” (Board identified Nisha Kumar and Eileen Kamerick as financial experts) .
Equity Ownership
| Holder | Dollar Range of HYI Shares | Aggregate Dollar Range in Family of Funds | As of Date |
|---|---|---|---|
| Peter Mason | A = None | A = None | December 31, 2024 |
| Directors/officers as a group | <1% of outstanding HYI shares | — | August 29, 2025 |
Dollar range legend: “A” = None; “B” = $1–$10,000; “C” = $10,001–$50,000; “D” = $50,001–$100,000; “E” = Over $100,000 .
Section 16 and Insider Filings
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (FY ended 05/31/2025) | The Fund believes all required filings were met by Directors and other reporting persons |
| Form 4 transactions for Mason | Not enumerated in the proxy; only compliance statement provided |
Governance Assessment
- Positives:
- Independent director with legal/governance background; chairs Compensation Committee and serves on key oversight committees, reinforcing board effectiveness and checks-and-balances .
- Board structure features an Independent Chair, routine executive sessions, and strong committee activity, supporting robust oversight and risk management .
- Attendance threshold met (≥75% for all directors); active committee cadence (Audit 6x, Nominating 5x, Compensation 3x, Pricing & Valuation 4x) suggests engagement .
- No related-party interests for Independent Directors with the adviser or affiliates as of 12/31/2024, reducing conflict risk .
- Watch items / RED FLAGS:
- RED FLAG: No personal investment in HYI or the broader fund family (“A” = None), indicating limited economic alignment/“skin in the game” versus prevailing governance best practices favoring director share ownership .
- New to the HYI board (appointed Nov 15, 2024); continued monitoring of attendance, committee leadership decisions (e.g., director pay recommendations), and engagement is warranted as tenure is still short .
- Not designated an audit committee financial expert; while not required for all members, this limits his financial expert signaling relative to peers (Kumar, Kamerick) on Audit .