Marc De Oliveira
About Marc De Oliveira
Marc A. De Oliveira serves as Secretary and Chief Legal Officer of Western Asset Municipal High Income Fund Inc. (MHF) since 2023; he is an Associate General Counsel at Franklin Templeton (since 2020) and previously Managing Director (2016–2020) and Associate General Counsel (2005–2020) at Legg Mason & Co. . Birth year: 1971; business address: Franklin Templeton, 100 First Stamford Place, Stamford, CT 06902 . As a fund officer, his compensation is not paid by the Fund; officers receive no compensation from MHF, with only reimbursement for reasonable out-of-pocket travel expenses to attend Board meetings . The Fund’s bylaws define the Secretary’s responsibilities (minutes, notices, records, filings) which frame his governance role rather than operational performance metrics (TSR, revenue, EBITDA), which are not used for officer pay at the Fund .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Legg Mason & Co. | Associate General Counsel | 2005–2020 | Legal and fund governance leadership across Legg Mason fund complex |
| Legg Mason & Co. | Managing Director | 2016–2020 | Senior legal leadership during later Legg Mason period |
| Franklin Templeton | Associate General Counsel | 2020–present | Continues legal oversight; supports secretarial/CLO functions for FT-associated funds |
| MHF | Secretary and Chief Legal Officer | 2023–present | Corporate secretary duties, legal compliance and governance for the Fund |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Funds associated with Legg Mason & Co. or affiliates | Assistant Secretary | Since 2006 | Assistant Secretary across certain funds in the complex |
| Funds associated with Legg Mason & Co. or affiliates | Secretary and Chief Legal Officer | Since 2020 | Secretary/CLO of certain FT/LM-associated funds |
Fixed Compensation
Fund officers (including the Secretary and CLO) receive no compensation from MHF; they may be reimbursed for reasonable out-of-pocket travel expenses to attend Board meetings .
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary (from MHF) | Not paid by Fund | Not paid by Fund | Not paid by Fund |
| Target Bonus % (from MHF) | Not applicable | Not applicable | Not applicable |
| Actual Bonus Paid (from MHF) | Not applicable | Not applicable | Not applicable |
| Reimbursed Expenses | Reasonable out-of-pocket travel only | Reasonable out-of-pocket travel only | Reasonable out-of-pocket travel only |
Performance Compensation
No Fund-based incentive plans are disclosed for officers; MHF does not compensate officers, so no performance metric weighting, targets, or payouts exist at the Fund level .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Fund officer compensation | None | None | None | None | None |
Equity Ownership & Alignment
| Item | 2024 | 2025 |
|---|---|---|
| Group beneficial ownership by nominees, Directors, and officers (as % of shares outstanding) | Less than 1% as of Feb 7, 2024 | Less than 1% as of Feb 7, 2025 |
| Individual officer ownership detail (Marc A. De Oliveira) | Not separately disclosed in proxy | Not separately disclosed in proxy |
| Shares pledged as collateral (officers) | Not disclosed | Not disclosed |
| Stock ownership guidelines (officers) | Not disclosed | Not disclosed |
| Section 16 beneficial ownership reporting compliance | All met for FY ended Oct 31, 2023 except one late Form 3 for Michael Buchanan (administrative oversight) | Not specifically discussed; general management ownership table provided |
Notes:
- Proxies present dollar ranges for Directors, but not officer-level ownership breakdowns; only group ownership is provided .
- No hedging or pledging policy for officers is disclosed in MHF proxies; any such policies would be governed by Franklin Templeton’s broader policies, which are not detailed in MHF filings .
Employment Terms
| Term | Disclosure |
|---|---|
| Appointment/Election | Officers are chosen each year at a regular Board meeting, serving until successors are duly elected and qualified |
| Compensation by Fund | Officers receive no compensation from the Fund; travel reimbursement only |
| Secretary duties | Maintain minutes, give notices, keep records, ensure required filings; perform duties as assigned by Board/Chair |
| Contract term length/expiration | Not disclosed in Fund filings |
| Severance/change‑of‑control | Not disclosed in Fund filings |
| Non‑compete/non‑solicit | Not disclosed in Fund filings |
| Garden leave/consulting post‑termination | Not disclosed in Fund filings |
Investment Implications
- Pay-for-performance analysis: As officers receive no compensation from MHF, there are no Fund-linked salary/bonus or equity incentives; compensation and incentives sit at Franklin Templeton, limiting direct Fund-level alignment levers and removing typical vesting-related selling pressure signals .
- Insider trading signals: Officer-level beneficial ownership is not broken out; group management ownership is <1% of shares, limiting insider alignment and reducing the informational content of insider ownership changes at the Fund level .
- Retention and governance: Officers are elected annually and serve until successors are qualified; role duties are defined by bylaws, emphasizing governance/filing responsibilities over operational performance metrics. Retention risk and severance/change-of-control economics are not disclosed at the Fund level, making evaluation dependent on Franklin Templeton employment terms outside MHF filings .
- Disclosure gaps: No officer-specific compensation, equity awards, vesting schedules, pledging/hedging policies, or employment contract terms are disclosed in MHF proxies, constraining granular alignment analysis and suggesting low direct linkage between Fund performance metrics and officer pay at the Fund .
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