Jeanne Kelly
About Jeanne Kelly
Jeanne M. Kelly is Senior Vice President of Western Asset Municipal High Income Fund Inc. (MHF) and has served in this officer role since 2007. She was born in 1951 and currently serves on Franklin Templeton’s U.S. Fund Board Team as Manager (since 2020); she is also President and Chief Executive Officer of LM Asset Services, LLC (LMAS) and Legg Mason Fund Asset Management, Inc. (LMFAM) (since 2015), and has been Senior Vice President of Franklin Templeton/FTFA since 2006; previously, she was Managing Director of Legg Mason & Co. from 2005 to 2020 and Senior Vice President of LMFAM from 2013 to 2015 . The fund’s proxy statements do not disclose personal performance metrics (e.g., TSR, revenue growth, EBITDA growth) attributable to Ms. Kelly; MHF officers are appointed annually and are not compensated by the Fund, limiting pay-for-performance disclosure at the fund level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Legg Mason & Co. | Managing Director | 2005–2020 | Not disclosed in filings |
| Legg Mason Fund Asset Management, Inc. (LMFAM) | Senior Vice President | 2013–2015 | Not disclosed in filings |
| Franklin Templeton (U.S. Fund Board Team) | Manager | Since 2020 | Not disclosed in filings |
| FTFA (Franklin Templeton/Legg Mason Partners Fund Advisor) | Senior Vice President | Since 2006 | Not disclosed in filings |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| LM Asset Services, LLC (LMAS) | President & CEO | Since 2015 | Affiliated service entity to fund complex |
| Legg Mason Fund Asset Management, Inc. (LMFAM) | President & CEO | Since 2015 | Affiliated service entity to fund complex |
| FTFA (Franklin Templeton/Legg Mason Partners Fund Advisor) | Senior Vice President | Since 2006 | Adviser-related role, not compensated by MHF |
| Franklin Templeton | U.S. Fund Board Team Manager | Since 2020 | Manager within the Franklin Templeton fund boards |
Fixed Compensation
- Officers of MHF receive no compensation from the Fund, though they may be reimbursed for reasonable out-of-pocket travel expenses for attending Board meetings .
- The fund does not provide pension or retirement benefits to Directors; officer compensation is not disclosed at the fund level and is handled by Franklin Templeton affiliates .
Performance Compensation
- No performance-based compensation is paid by MHF to officers; thus, no vesting schedules, option awards, or performance metric weightings are disclosed at the fund level for officers .
Equity Ownership & Alignment
| Holder | As-of Date | Ownership (% of Shares Outstanding) | Notes |
|---|---|---|---|
| Directors and Officers as a Group | Feb 7, 2025 | <1% | Aggregate beneficial ownership less than 1% of outstanding common shares |
| Jeanne M. Kelly | Dec 31, 2024 | Not individually disclosed | Dollar-range table covers Directors; officers are not itemized |
- The 2025 proxy lists dollar ranges of fund holdings for Directors; Ms. Kelly is an officer, not a Director, and does not appear individually in the dollar-range table .
- The proxy does not disclose pledging, hedging, ownership guidelines, or compliance status for officers .
Employment Terms
- Officers are chosen each year at a regular Board meeting, and hold office until successors are duly elected and qualified .
- Officers receive no compensation from the Fund; they may be reimbursed for reasonable out-of-pocket travel expenses for attending Board meetings .
- Non-compete, severance, change-of-control, clawback, and consulting arrangements for officers are not disclosed in MHF’s proxy statements .
Investment Implications
- Pay-for-performance analysis at the fund level is structurally limited: officers (including Ms. Kelly) are not compensated by MHF, and the proxy provides no detail on salary, bonus, equity, options, or performance metrics for officers; this reduces direct alignment transparency versus typical operating companies .
- Skin-in-the-game appears minimal at the fund level: directors and officers as a group hold less than 1% of outstanding shares, and no officer-specific holdings, pledging, or hedging policies are disclosed; the lack of granular officer ownership could imply limited signal value from insider holdings for trading purposes .
- Retention and incentive dynamics are driven by employment with Franklin Templeton affiliates (FTFA/LMAS/LMFAM), not by MHF; therefore, any severance, change-in-control, or vesting pressures would be governed outside MHF and are not visible to fund investors via the MHF proxy, constraining assessment of selling pressure or vesting-driven trading signals .
Overall, the governance structure (closed-end fund with affiliate-managed officers) leads to limited disclosure of officer compensation and incentives, making traditional executive-compensation alignment analysis inapplicable. Investors should focus on the fund’s portfolio, discount/premium to NAV, and board-level oversight and fees rather than officer-level incentives at MHF given disclosure limitations .