Thomas Mandia
About Thomas C. Mandia
Thomas C. Mandia is Senior Vice President of Western Asset Municipal High Income Fund Inc. (MHF) and has served in this officer role since 2022; he is a Senior Associate General Counsel at Franklin Templeton (since 2020), with prior senior legal roles at Legg Mason & Co. and secretary roles across Franklin/Legg Mason fund entities (born 1962) . Fund proxies indicate that officers receive no compensation from the Fund, so there is no Fund-level pay-for-performance linkage disclosed for Mandia; he is a legal/governance officer rather than an investment decision-maker, and fund performance metrics are not tied to his compensation in the proxy . He also signs Franklin Resources and Franklin Advisers Schedule 13 filings as Assistant Secretary and attorney-in-fact, evidencing governance and regulatory expertise .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton | Senior Associate General Counsel | 2020–present | Legal leadership across fund complex; oversight of governance and regulatory filings . |
| Western Asset Municipal High Income Fund Inc. (MHF) | Senior Vice President | Since 2022 | Fund officer supporting board governance and compliance . |
| FTFA (Franklin Templeton/Legg Mason fund adviser) | Secretary | Since 2006 | Governance/secretary functions for adviser-affiliated funds . |
| LM Asset Services (LMAS) | Secretary | Since 2002 | Secretary role for adviser affiliate; supports fund operations . |
| Legg Mason Fund Asset Management, Inc. (LMFAM) | Secretary | Since 2013 | Secretary role for former registered adviser affiliate . |
| Legg Mason & Co. | Managing Director & Deputy General Counsel | 2005–2020 | Senior legal leadership across Legg Mason mutual funds . |
| Various Franklin/Legg Mason funds | Assistant Secretary | 2006–2022 | Governance support across fund complex . |
| Citigroup Inc. | Director and Deputy General Counsel | 1992–2005 | Institutional legal counsel; capital markets and funds support . |
| Brown & Wood | Associate | 1987–1991 | Legal associate (capital markets) . |
External Roles
| Entity | Role | Evidence/Date |
|---|---|---|
| Franklin Resources, Inc. | Assistant Secretary; Attorney-in-Fact for Charles B. Johnson and Rupert H. Johnson, Jr. | Signatory on Schedule 13D/13G filings (Nov 2024, Aug 2025) . |
| Franklin Advisers, Inc. | Assistant Secretary | Schedule 13D/13G signatures indicate role . |
Fixed Compensation
Officers of the Fund receive no compensation from MHF; only reasonable out-of-pocket travel expenses for attending Board meetings may be reimbursed .
| Component | FY 2024/FY 2025 Status | Notes |
|---|---|---|
| Base salary (Fund-level) | $0 | Officers receive no compensation from the Fund . |
| Target/actual bonus (Fund-level) | $0 | No Fund-level bonuses to officers . |
| Perquisites (Fund-level) | Travel expense reimbursement only | Reasonable out-of-pocket for Board meetings . |
Note: Any cash/equity compensation to Mandia would be paid by Franklin Templeton or its affiliates and is not disclosed in MHF’s proxy .
Performance Compensation
No Fund-level performance compensation is disclosed for officers.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| N/A (Officers not compensated by Fund) | N/A | N/A | N/A | N/A | N/A . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Mandia’s beneficial ownership in MHF | Not individually disclosed in proxy; directors/officers as a group owned <1% of outstanding shares as of Feb 7, 2025 . |
| Ownership as % of shares outstanding | Group less than 1% . |
| Vested vs. unvested shares | Not disclosed. |
| Options (exercisable/unexercisable) | Not disclosed (closed-end fund; options typically not used at fund level). |
| Shares pledged as collateral | Not disclosed. |
| Stock ownership guidelines (officers) | Not disclosed in proxy; directors’ dollar ranges shown, but officer-specific guidelines not provided . |
Employment Terms
| Item | Term/Provision |
|---|---|
| Appointment/term | Officers are chosen annually by the Board; serve until successors are elected/qualified . |
| Compensation source | Officers receive no compensation from the Fund; only reasonable travel expenses may be reimbursed . |
| Contract expiration/auto-renewal | Not disclosed (officers appointed annually) . |
| Severance/change-of-control | Not disclosed at Fund level for officers. |
| Clawback provisions | Not disclosed at Fund level for officers. |
| Non-compete/non-solicit | Not disclosed at Fund level for officers. |
| Proxy authority | Named as one of the proxies authorized to vote at annual meetings (2023–2025) . |
Investment Implications
- Pay-for-performance linkage: As a Fund officer with no Fund-level compensation, Mandia’s pay is not tied to MHF TSR/NAV outcomes in the proxy; alignment with Fund performance is limited through direct compensation channels .
- Insider selling pressure/ownership: Officer-level ownership disclosure is minimal; group beneficial ownership is <1%, reducing potential insider-selling signals; no pledging disclosed .
- Retention risk: Long-tenured legal/governance career across Franklin/Legg Mason with ongoing Assistant Secretary roles on SEC filings suggests institutional continuity; retention risk appears low absent disclosed employment frictions .
- Trading signals: Given limited officer ownership and absence of Fund-level performance-based awards, insider activity signals are weak; monitoring Section 13 and 16 filings for Franklin entities provides governance context rather than directional trading cues .
- Governance: Mandia’s presence enhances legal and compliance rigor; he is a named proxy at annual meetings, reinforcing process integrity but not affecting portfolio construction or investment strategy .