Peter Mason
About Peter Mason
Peter Mason (born 1959) is an independent, non-interested director of MHF, appointed effective November 15, 2024. He serves as Chair of the Compensation Committee and is a member of the Audit, Nominating, and Pricing & Valuation Committees; his background includes service as Global General Counsel of UNICEF (1998–2021) and current work as an arbitrator and mediator (since 2021) . The Board is comprised of eight directors, seven of whom are independent, with an independent Chair (Eileen A. Kamerick) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UNICEF (non-governmental organization) | Global General Counsel | 1998–2021 | Senior legal leadership for a global NGO |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Sydney USA Foundation | Chairman | Since 2020 | Board leadership |
| Radio Workshop US, Inc. | Director | Since 2023 | Director |
| Principal Occupation | Arbitrator and Mediator (self-employed) | Since 2021 | Dispute resolution expertise |
Board Governance
- Independence and leadership: Independent director (non-interested) on a board with seven of eight independent directors; Board Chair is independent (Eileen A. Kamerick) and leads executive sessions of independent directors, who also retain independent counsel .
- Committee structure and roles:
- Compensation Committee: All independent directors; Mason is Chair; met once in FY ended Oct 31, 2024; committee recommends compensation for independent directors .
- Audit Committee: All independent directors; Chair is Nisha Kumar (designated “audit committee financial expert”) .
- Pricing & Valuation Committee: All independent directors; Chair is Carol L. Colman; met four times in FY ended Oct 31, 2024 .
- Nominating Committee: All independent directors; Chair is Hillary A. Sale .
- Board meeting cadence and attendance disclosure (FY 2024): Four regular meetings; each director (serving during the fiscal year) attended at least 75% of board and committee meetings for which they were eligible; the fund has no formal policy for annual meeting attendance (Mason was appointed after FY2024) .
- Term and service: Class III director serving until the 2026 Annual Meeting; oversees 17 portfolios in the Franklin Templeton fund complex .
| Committee | Role |
|---|---|
| Compensation | Chair |
| Audit | Member |
| Nominating | Member |
| Pricing & Valuation | Member |
Fixed Compensation
- The fund pays no pension or retirement benefits to directors; compensation reflects service across the Fund and other FTFA-advised funds/committees in the complex .
| Period / Pay Element | MHF (Fund-only) | Fund + Fund Complex (Total) |
|---|---|---|
| FY ended 10/31/2024 (Aggregate from MHF) | — (appointed after FY-end) | — |
| Calendar year 2024 (Total compensation) | — | $32,989 |
Notes: “Fund Complex” includes compensation for service across related funds/committees; each MHF director currently holds 17 investment company directorships in the complex .
Performance Compensation
| Element | Details |
|---|---|
| Performance-based cash or equity | None disclosed for non-employee directors in the proxy |
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Tenure |
|---|---|---|---|
| University of Sydney USA Foundation | Not specified | Chairman | Since 2020 |
| Radio Workshop US, Inc. | Not specified | Director | Since 2023 |
No other public company directorships were disclosed for Mason in the “Other Directorships” table of the proxy .
Expertise & Qualifications
- Legal and managerial experience (former Global General Counsel, UNICEF; arbitrator/mediator) .
- Board views Mason’s “legal and managerial experience” as part of the collective skill set disclosures required by the SEC (not a claim of special expertise) .
Equity Ownership
| Holder | Dollar Range in MHF | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|
| Peter Mason | A = None | A = None |
- Coding of ranges: A=None; B=$1–$10,000; C=$10,001–$50,000; D=$50,001–$100,000; E=Over $100,000 .
- As of Feb 7, 2025, directors and officers as a group owned less than 1% of MHF’s outstanding common shares .
- Related-party/affiliation check: No independent director (nor immediate family) had any interest in the Fund’s investment adviser or its affiliates as of Dec 31, 2024 .
Governance Assessment
- Independence and structure positives: Super-majority independent board (7/8), independent Chair, and independent-only standing committees with designated “audit committee financial expert”—supports robust oversight of adviser and valuation processes .
- Committee leadership signal: New appointee (effective Nov 15, 2024) immediately chairing the Compensation Committee suggests board confidence in Mason’s governance judgment and pay oversight; committee met once in FY2024 and operates under a published charter .
- Ownership alignment: RED FLAG — Mason reported no personal investment in MHF (range “A”) and no aggregate holdings across the family of funds he oversees as of Dec 31, 2024 .
- Conflicts: Favorable disclosure — proxy indicates no independent director (or immediate family) had interests in the adviser/affiliates; committees comprise only independent directors .
- Workload context: Oversees 17 portfolios in the fund complex, consistent with other directors; compensation is set across the complex rather than MHF alone .
- Attendance context: Board held four regular meetings in FY2024 with ≥75% attendance for the then-serving directors; Mason was appointed after fiscal year-end .