Robert Agdern
About Robert D. Agdern
Robert D. Agdern (born 1950) is an independent, non‑interested Director of Western Asset Municipal High Income Fund Inc. (MHF) since 2015, serving on the Audit, Nominating, Compensation, and Pricing & Valuation Committees, and acting as Compliance Liaison. His professional background includes senior legal roles at BP PLC and Amoco Corporation and academic advisory service at Northwestern University’s Kellogg School of Business, underscoring legal and governance expertise relevant to fund oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP PLC | Deputy General Counsel, Western Hemisphere matters | 1999–2001 | Senior legal leadership for global energy company |
| Amoco Corporation | Associate General Counsel (corporate, chemical, refining/marketing; special assignments) | 1993–1998 | Legal oversight across major business lines; Amoco merged with BP in 1998 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kellogg Graduate School of Business, Northwestern University – Dispute Resolution Research Center | Advisory Committee Member | 2002–2016 | Academic advisory experience; no current public company directorships disclosed |
Board Governance
- Independence: Classified as a “non‑interested” Director under the Investment Company Act of 1940 and independent under NYSE standards; Board comprises 8 directors, 7 of whom are independent (Chair: Eileen A. Kamerick, independent) .
- Committees: Member of Audit, Nominating, Compensation, Pricing & Valuation; Compliance Liaison. Chairs are: Audit—Nisha Kumar; Nominating—Hillary A. Sale; Pricing & Valuation—Carol L. Colman; Compensation—Peter Mason .
- Attendance: In FY ended Oct 31, 2024, Board held 4 regular meetings; each Director attended ≥75% of Board and eligible committee meetings. No Director attended the 2024 annual stockholder meeting; the Fund has no formal annual meeting attendance policy .
- Oversight cadence (FY2024 meetings):
Committee Meetings (FY2024) Audit 5 Nominating 7 Pricing & Valuation 4 Compensation 1
Fixed Compensation
- The proxy discloses aggregate cash compensation by fund and total across the Franklin Templeton fund complex; no pension/retirement benefits for Directors; no remuneration to the “interested” Director .
| Year | Aggregate Compensation from MHF ($) | Total Compensation from Fund Complex ($) |
|---|---|---|
| 2017 | 4,730 | 264,000 |
| 2020 | 8,170 | 324,000 |
| 2022 | 7,532 | 296,000 |
| 2023 | 7,174 | 402,000 |
| 2024 | 8,045 | 466,000 |
- Structure detail: The Fund does not disclose specific fee schedules (retainer, committee/chair fees, meeting fees) or equity grants in this proxy; amounts include service across committees for MHF and certain other investment companies in the complex .
Performance Compensation
- No performance‑linked director compensation metrics (e.g., TSR, revenue/EBITDA targets, ESG goals) or equity awards (RSUs/PSUs/options) are disclosed for Directors in the proxy; compensation appears cash‑based .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for past five years |
| Fund complex oversight | Oversees 17 portfolios within the fund complex |
| Potential interlocks with competitors/suppliers/customers | None disclosed; independence process screens affiliations with competing financial service organizations |
Expertise & Qualifications
- Core credentials: Extensive business and legal experience; prior senior legal leadership at BP and Amoco; academic advisory service at Kellogg DRRC. The Board notes these attributes under SEC disclosure requirements without implying special expertise beyond standard fiduciary duties .
Equity Ownership
- Beneficial ownership ranges (as of year‑end dates; “A”=None; “D”=$50,001–$100,000 aggregate across family of funds):
| Year | MHF Dollar Range | Aggregate Dollar Range across Family of Investment Companies |
|---|---|---|
| 2016 (as of 12/31/2016) | A (None) | E (Over $100,000) |
| 2020 (as of 12/31/2019) | A (None) | D ($50,001–$100,000) |
| 2021 (as of 12/31/2020) | A (None) | D ($50,001–$100,000) |
| 2023 (as of 12/31/2022) | A (None) | D ($50,001–$100,000) |
| 2024 (as of 12/31/2024) | A (None) | D ($50,001–$100,000) |
- Group ownership: Directors and officers as a group owned <1% of outstanding MHF shares as of Feb 7, 2025 .
- Pledging/hedging and stock ownership guidelines: Not disclosed in the proxy; no individual share counts provided .
Governance Assessment
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Strengths:
- Broad committee participation (Audit, Nominating, Compensation, Pricing & Valuation) and Compliance Liaison role support risk oversight and governance continuity .
- Board independence high (7 of 8) with an independent Chair; regular executive sessions led by independent directors; advised by independent counsel .
- Audit Committee oversight active (5 meetings FY2024); clean reporting on auditor independence and approvals; Audit Committee report signed by Agdern alongside other members .
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Alignment & compensation considerations:
- RED FLAG: No direct ownership of MHF shares (Dollar Range “A”=None) as of Dec 31, 2024; group ownership <1%—potential alignment concern for closed‑end fund investors seeking “skin‑in‑the‑game” .
- Compensation is cash‑based with rising complex‑wide totals over time; lack of disclosed equity/deferred stock unit programs for directors limits pay‑for‑performance linkage .
- Engagement signal: No Director attended the 2024 annual meeting; Fund has no formal annual meeting attendance policy—potential perception risk on shareholder engagement .
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Conflicts & related‑party exposures:
- Positive: No independent Director (nor immediate family) had interests in the adviser or affiliates; independence screens consider competing affiliations; no related‑party transactions disclosed .
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Continuity & tenure:
- Long‑serving director (since 2015) with legal and governance background; oversees 17 portfolios within the fund complex—supports institutional knowledge and cross‑fund oversight .
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Overall implication: Agdern’s governance footprint is robust across key committees and compliance oversight, but the absence of direct MHF share ownership and the lack of performance‑linked compensation may be viewed as weaker alignment with common stockholders in a closed‑end fund context. Investors should monitor director ownership trends and engagement practices, including annual meeting participation and any evolution in director compensation structure .