Thomas C. Mandia
About Thomas C. Mandia
Thomas C. Mandia serves as Senior Vice President of Western Asset High Yield Defined Opportunity Fund Inc. (HYI) and has held this officer role since 2022. His background is in fund complex governance and legal administration: Senior Associate General Counsel at Franklin Templeton (since 2020), Secretary of Franklin Templeton Fund Adviser (FTFA) (since 2006), and long prior tenure as Managing Director and Deputy General Counsel at Legg Mason & Co. (2005–2020). Birth year is 1962; proxies reviewed do not disclose individual performance metrics (e.g., TSR, revenue, EBITDA) for HYI officers. Officers of the Fund receive no compensation from HYI; they are elected annually and serve until successors are elected, with out‑of‑pocket travel reimbursable for Board meetings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Legg Mason & Co., LLC | Managing Director and Deputy General Counsel | 2005–2020 | Senior legal leadership across fund complex operations |
| Franklin Templeton | Senior Associate General Counsel | Since 2020 | Legal oversight within Franklin Templeton fund complex |
| Various Legg Mason/FT fund complexes | Assistant Secretary of certain funds | 2006–2022 | Corporate secretary duties across affiliated funds |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton Fund Adviser (FTFA) | Secretary | Since 2006 | Governance and corporate secretary responsibilities for adviser |
| LM Asset Services, LLC (LMAS) | Secretary | Since 2002 | Administrative and governance oversight for services affiliate |
| Legg Mason Fund Asset Management, Inc. (LMFAM) | Secretary | Since 2013 | Corporate secretary role at formerly registered adviser |
Fixed Compensation
HYI officers receive no compensation from the Fund, though reasonable out‑of‑pocket travel expenses to attend Board meetings may be reimbursed .
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base salary from HYI ($) | $0 | $0 |
| Target bonus % at HYI | Not applicable | Not applicable |
| Actual bonus paid by HYI ($) | $0 | $0 |
Officers are elected annually and serve until successors are elected and qualified .
Performance Compensation
No HYI officer incentive programs are disclosed (no RSUs/PSUs/options, metrics, or vesting tied to HYI). HYI compensation discussions in proxies pertain to Independent Directors only; officers receive no compensation from the Fund .
Equity Ownership & Alignment
| Holder | Ownership Detail | Notes |
|---|---|---|
| Officers and Directors (as a group) | Less than 1% of outstanding HYI shares (as of Aug 30, 2024; Mar 19, 2025) | Group beneficial ownership <1%, per proxy disclosure |
| Individual (Mandia) | Not individually disclosed in HYI proxy | Security ownership tables cover Directors; officers not itemized; group statistic provided |
- Pledging/hedging: No pledging/hedging disclosure specific to Mandia appears in HYI proxies reviewed .
- Stock ownership guidelines: HYI proxies focus on Director compensation and do not present officer ownership guidelines .
- Section 16(a) filings: HYI states all required ownership filings were met in FY 2024 and FY 2025 .
Employment Terms
| Term | HYI Disclosure |
|---|---|
| Appointment and tenure | HYI executive officers are chosen each year at a regular Board meeting; they hold office until successors are duly elected and qualified |
| Compensation from HYI | Officers receive no compensation from the Fund; travel to Board meetings may be reimbursed |
| Severance / Change‑of‑Control | Not disclosed for officers in HYI proxies |
| Non‑compete / Non‑solicit / Garden leave | Not disclosed for officers in HYI proxies |
| Clawbacks / Tax gross‑ups / Deferred comp / Pension/SERP / Perquisites | Not disclosed for officers in HYI proxies |
Board Governance (Context)
HYI’s Board comprises Independent Directors with standing committees (Audit, Nominating, Compensation, Pricing and Valuation). Committee membership and leadership are detailed in the proxy; officers (including Mandia) are not Directors and receive no director compensation .
Investment Implications
- Compensation alignment: As an officer of a closed‑end fund, Mandia receives no compensation from HYI, so pay‑for‑performance levers at the Fund level are inapplicable; his compensation and incentives are likely governed by Franklin Templeton/affiliates and not disclosed in HYI proxies .
- Insider selling pressure: HYI proxies affirm Section 16 compliance but do not enumerate Form 4 activity for officers; no HYI‑level vesting schedules or equity awards are disclosed for Mandia, limiting trading signal inference at the Fund level .
- Ownership alignment: Group beneficial ownership is under 1%, indicating limited direct alignment via HYI equity; individual officer holdings are not itemized, reducing visibility into “skin‑in‑the‑game” at HYI .
- Retention risk: With annual officer elections and no disclosed HYI severance/CoC protections, retention and economics hinge on Franklin Templeton employment terms outside HYI disclosures; no risk flags surfaced in HYI proxies for Mandia .
- Governance: Independent Director control and committee structure provide oversight; compensation discussions are focused on director fees within the Fund Complex, not officers .