Jane Trust
About Jane Trust
Jane E. Trust, CFA (born 1962) serves as President, Chief Executive Officer, and Director of Western Asset Municipal High Income Fund Inc. (MHF), with board service beginning in 2015 and executive officer roles continuing since then . Her background includes senior leadership roles in fund board management and investment management at Franklin Templeton and Legg Mason, overseeing governance across a large fund complex; officers of the Fund receive no compensation from MHF itself . Proxy filings do not disclose fund-specific TSR or operational performance metrics attributable to Ms. Trust; her governance credentials emphasize investment management and risk oversight experience .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton | Senior Vice President, Fund Board Management | Since 2020 | Oversight of U.S. fund boards and governance processes |
| Legg Mason & Co., LLC | Senior Managing Director | 2018–2020 | Senior leadership in investment management and governance |
| Legg Mason & Co., LLC | Managing Director | 2016–2018 | Management oversight across Legg Mason affiliates |
| Franklin Templeton Fund Adviser, LLC (FTFA) | Senior Vice President | 2015 | Executive leadership within adviser organization |
| Franklin Templeton Fund Adviser, LLC (FTFA) | President & Chief Executive Officer | Since 2015 | Principal executive role at MHF’s adviser (formerly LMPFA) |
| Western Asset Municipal High Income Fund Inc. (MHF) | Director, President & CEO (Principal Executive Officer) | Since 2015 (Class I Director) | Executive leadership and fund governance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton-affiliated funds | Officer and/or Trustee/Director of 114 funds | Since 2015 | Broad cross-fund governance and oversight |
| Putnam Family of Funds | Trustee (105 portfolios) | Current | External board experience across multiple portfolios |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Compensation paid by MHF to Ms. Trust | $0 | Fund discloses no remuneration to “interested person” officers; officers receive no compensation from the Fund |
- Officers of the Fund are elected annually and may be reimbursed for reasonable out-of-pocket travel expenses; no director pension/retirement benefits are provided by MHF .
Performance Compensation
- Not disclosed for Ms. Trust at the Fund level; MHF proxies do not provide bonus targets, RSU/PSU grants, option awards, vesting schedules, or performance metric weightings for executive officers designated as “interested persons.” Officers receive no compensation from the Fund .
Equity Ownership & Alignment
| Metric | As-of 2015 | As-of 2016 | As-of 2017 | As-of 2019 | As-of 2021 | As-of 2023 | As-of 2024 |
|---|---|---|---|---|---|---|---|
| MHF Dollar Range Owned | A (None) | A (None) | A (None) | A (None) | A (None) | A (None) | A (None) |
| Aggregate Dollar Range across Fund Complex | A | E (Over $100,000) | E (Over $100,000) | E (Over $100,000) | A | E (Over $100,000) | E (Over $100,000) |
- As of the noted dates, nominees, Directors, and officers of MHF as a group beneficially owned less than 1% of outstanding shares .
- Pledging, hedging arrangements, and ownership guideline compliance for Ms. Trust are not disclosed in MHF filings.
Employment Terms
- Officers are elected annually by the Board and hold office until successors are elected and qualified; officers may be reimbursed for reasonable out-of-pocket travel expenses, but receive no compensation from the Fund .
- The Investment Management Agreement between MHF and FTFA includes annual Board/stockholder approvals, termination provisions (Board/stockholders on 30–60 days’ notice; Manager on 90 days), and automatic termination upon assignment; base advisory fee disclosure (0.55% of average daily net assets per Schedule A) .
- Non-compete, non-solicit, severance, change-of-control, garden leave, post-termination consulting, clawbacks, tax gross-ups: Not disclosed for Ms. Trust at the Fund level.
Board Governance
- Independence and Structure: Ms. Trust is an “interested person” Director; committees are composed entirely of Independent Directors (Audit; Corporate Governance/Nominating; Compensation; Pricing & Valuation), chaired by Independent Directors .
- Chair and Lead Independent Director: Historically, Ms. Trust served as Chairman of the Board (2017–2020), with Mr. Hutchinson as Lead Independent Director ensuring independent executive sessions and liaison functions . By 2025, the Chair role is held by Independent Director Eileen A. Kamerick, indicating enhanced independence in leadership .
- Attendance: Each Director attended at least 75% of aggregate Board and committee meetings in multiple fiscal years (2013, 2016–2021) .
- Executive Sessions: Independent Directors regularly meet outside the presence of management and are advised by independent legal counsel .
Director Compensation
- Ms. Trust (Interested Director): No remuneration paid by MHF during fiscal years disclosed; director cash/equity compensation tables pertain to Independent Directors only .
- Independent Director benchmarking and specific retainers/committee fees are disclosed for Independent Directors; however, MHF does not provide pension or retirement benefits to Directors .
External Directorships & Interlocks
- Trustee roles across Franklin Templeton-affiliated funds (114) and Putnam Family of Funds (105 portfolios) suggest extensive governance network across related fund complexes .
- MHF proxies note no interests of Independent Directors or their immediate family in the Fund’s adviser or controlled entities; Ms. Trust’s “interested person” status derives from her executive role with FTFA/Franklin Templeton .
Compensation Structure Analysis
- Fund-level pay-for-performance linkage for Ms. Trust is not evident because officers receive no compensation from MHF; no disclosed cash/equity mix or incentive metrics for Ms. Trust at the Fund .
- No evidence of equity award repricing, tax gross-ups, or discretionary bonuses at MHF for Ms. Trust.
Related Party Transactions and Red Flags
- Board leadership previously combined with CEO role (Ms. Trust as Chairman) posed potential independence concerns; mitigated by more recent independent Chair structure (Eileen A. Kamerick) .
- No disclosed related party transactions involving Ms. Trust in MHF proxies; bylaws amendments disclosed via 8-K (governance housekeeping) .
Expertise & Qualifications
- CFA designation; investment management and risk oversight experience as an executive and portfolio manager; leadership roles within Franklin Templeton and affiliated entities .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Franklin Templeton Fund Adviser, LLC | President & CEO; Senior VP | Since 2015 | Principal Executive Officer at adviser to MHF |
| Franklin Templeton | SVP, Fund Board Management | Since 2020 | Oversees board governance across FT complex |
| Legg Mason & Co., LLC | Senior Managing Director | 2018–2020 | Senior leadership at predecessor organization |
| Legg Mason & Co., LLC | Managing Director | 2016–2018 | Investment management leadership |
Compensation Committee Analysis
- Compensation Committee exists and is composed entirely of Independent Directors; Ms. Trust does not serve on it owing to “interested person” status .
- Use of independent legal counsel for Independent Directors and standing committees is noted; external compensation consultant usage is not specified in MHF proxies .
Investment Implications
- Alignment: Ms. Trust has repeatedly disclosed “None” for MHF share ownership while maintaining significant aggregate holdings across the broader fund complex; at the Fund level this indicates limited direct “skin-in-the-game,” a common construct for externally managed closed-end funds .
- Governance Risk: Prior CEO+Chair dual role raised independence considerations; the move to an Independent Chair in 2025 reduces governance risk and improves oversight optics .
- Pay-for-Performance: Absence of Fund-level compensation for Ms. Trust and lack of disclosed incentive metrics diminish visibility into performance alignment at MHF; investors should rely on adviser-level incentives and Board oversight of the advisory agreement and fee structure (0.55% of average daily net assets) as primary levers .
- Trading Signals: No Form 4 insider selling pressure data is disclosed in the proxies; repeated “None” for MHF share ownership means limited direct buying/selling signals from Ms. Trust at the Fund level .