Fred Jensen
About Fred Jensen
Fred Jensen is Chief Compliance Officer (CCO) of Western Asset Municipal High Income Fund Inc. (MHF), serving since 2020; his birth year is 1963, and his office is at Franklin Templeton, 1 Madison Avenue, New York, NY . Officers of the Fund receive no compensation from the Fund (travel expense reimbursement only), and are appointed annually by the Board; the proxy does not disclose individual officer compensation metrics or fund-level TSR/operational performance metrics tied to officer pay . The Fund and its officers met all Section 16(a) beneficial ownership reporting requirements in fiscal year ended October 31, 2024, indicative of a strong compliance posture under Jensen’s remit .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton | Director – Global Compliance | 2020–present | Leads global compliance; supports fund compliance and reporting framework |
| Legg Mason & Co. | Managing Director | 2006–2020 | Senior leadership across compliance operations at Legg Mason complex |
| Legg Mason Office of the Chief Compliance Officer | Director of Compliance | 2006–2020 | Oversight of compliance programs and controls |
| Legg Mason Global Asset Allocation | Chief Compliance Officer | prior to 2014 | Registered adviser CCO responsibilities |
| Legg Mason Private Portfolio Group | Chief Compliance Officer | prior to 2013 | Registered adviser CCO responsibilities |
| The Reserve Funds | Chief Compliance Officer | 2004 | CCO for investment adviser/funds/broker-dealer |
| Ambac Financial Group | Chief Compliance Officer | 2000–2003 | CCO for investment adviser/funds/broker-dealer |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton | Director – Global Compliance | 2020–present | Cross-complex compliance leadership (affiliated with FTFA/Western Asset) |
| Legg Mason & Co.; Legg Mason adviser entities | Various CCO/Compliance Director roles | 2000–2020 | Compliance leadership across adviser, funds, and broker-dealer entities |
Fixed Compensation
- Officers receive no compensation from the Fund; only reasonable out-of-pocket travel expenses for Board meetings may be reimbursed .
- The proxy does not disclose base salary, target/actual bonus, or other cash compensation for officers (these would be paid by affiliates, not the Fund) .
Performance Compensation
- No fund-paid equity awards (RSUs/PSUs), options, incentive metrics, or vesting schedules are disclosed for Fund officers; the Compensation Committee governs Independent Director pay only, not officer incentives .
- The proxy contains no performance metric targets (revenue/EBITDA/TSR/ESG) tied to officer compensation .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Directors and officers as a group – beneficial ownership | <1% of outstanding shares | As of record date Feb 7, 2025 |
| Shares outstanding (record date) | 21,657,491 | Common Stock, par $0.001 |
| Individual officer (Fred Jensen) holding | Not disclosed | Proxy reports group-level only; no individual officer holdings table |
| Pledging/hedging by officers | Not disclosed | No pledging/hedging disclosures for officers |
| 5% beneficial owner | First Trust Portfolios L.P. and affiliates – 1,203,175 shares (5.56%) | Based on Schedule 13G (Oct 18, 2024) |
Employment Terms
- Appointment and tenure: Fund’s executive officers are chosen each year at a regular Board meeting; Jensen serves as CCO since 2020 .
- Compensation source: Officers are not paid by the Fund; cash/equity compensation, if any, would be at affiliates and is not disclosed in the Fund proxy .
- Contracts/Severance/Change of Control: No employment contracts, severance multiples, change-of-control triggers, accelerated vesting, tax gross-ups, clawbacks, or deferred compensation terms for officers are disclosed in the proxy .
- Section 16(a) compliance: All required ownership/change-in-ownership filings were met in FY 2024 .
- CCO role in whistleblower process: Accounting complaints may be submitted to the CCO; contact details are provided (Compliance Department, 1 Madison Avenue, 17th Floor, New York, NY 10010; phone 1-800-742-5274) .
Investment Implications
- Alignment: With no fund-paid cash or equity compensation and <1% aggregate insider holdings, Jensen’s personal financial alignment to MHF common stock is minimal at the fund level; his incentives are primarily tied to compliance performance at affiliates rather than Fund TSR or income metrics .
- Retention risk: Long tenure across Legg Mason/Franklin Templeton compliance roles suggests low near-term retention risk; officers are reappointed annually, but the proxy indicates stable governance and full Section 16 compliance under Jensen’s watch .
- Trading signals: Absence of disclosed officer equity awards, vesting schedules, or individual Form 4 activity for Jensen limits insider-selling pressure indicators; the notable external holder is First Trust at 5.56%, but that is fund-level and not directly tied to Jensen’s actions .
- Governance: The Fund’s governance focuses on Independent Director oversight with active Audit/Nominating/Compensation/Pricing & Valuation committees; officer compensation is out-of-scope for the Fund and not a driver of pay-for-performance analysis at the Fund level .