Jane E. Trust

About Jane E. Trust

Jane E. Trust, CFA (birth year: 1962), serves as Director, President and Chief Executive Officer of Western Asset Managed Municipals Fund Inc. (MMU), roles she has held since 2015, and is deemed an “interested person” under the 1940 Act due to her positions with Franklin Templeton affiliates . She was Chairman of MMU’s Board through November 15, 2024, when the Board transitioned to an independent Chair (Eileen A. Kamerick) . MMU’s proxy statements do not disclose TSR, revenue, or EBITDA growth for her tenure, consistent with closed‑end fund reporting .

Past Roles

External Roles

Fixed Compensation

• Officers of the Fund (including the CEO/President) receive no compensation from MMU; expenses may include reimbursement of reasonable out-of-pocket travel for Board meetings .
• No remuneration was paid by MMU to Ms. Trust during the fiscal year ended May 31, 2025, consistent with her status as an “interested person” and officer of FTFA/affiliates; compensation, if any, is paid by affiliates and not disclosed in MMU’s proxy .

Performance Compensation

• Not disclosed in MMU’s proxy statements. Incentive targets, performance metrics (e.g., AUM/TSR/expense), vesting schedules, and any FTFA-level bonus/long-term equity programs for Ms. Trust are not included in MMU filings .

Equity Ownership & Alignment

Implications: Ms. Trust reported no beneficial ownership of MMU, indicating minimal direct stock-based alignment at the fund level; her aggregate fund-complex exposure is >$100k, but not specific to MMU .

Employment Terms

• Employment agreement terms (base, bonus structure, severance, change-of-control, non-compete, clawback, tax gross-ups, deferred comp/pensions, perquisites) are not disclosed in MMU’s proxy statements, as compensation is paid by affiliates rather than by the Fund .

Board Governance

• Role and independence: Ms. Trust is an “interested person” under the 1940 Act, serving as Director and as President/CEO of MMU .
• Chair transition: She served as Chairman of the Board in 2024; the Board appointed Independent Director Eileen A. Kamerick as Chair effective November 15, 2024, eliminating the CEO/Chair dual-role at MMU .
• Committees: All standing committees (Audit; Nominating; Compensation; Pricing & Valuation) are composed entirely of Independent Directors; Ms. Trust does not serve on these committees .
• Attendance: During FY 2025, the Board held four regular and three special meetings; each Director attended at least 75% of applicable Board/committee meetings .

Director Compensation

• MMU pays Independent Directors cash retainers across the complex; Ms. Trust receives no director remuneration from MMU as an interested Director/officer .
• Example (FY 2025): Camera-ready detail for Independent Directors shows aggregate compensation (e.g., Kamerick $36,559 from MMU; $506,000 fund-complex total); Ms. Trust not included because she is not compensated by MMU .

Performance & Track Record

• Major achievements/initiatives under her leadership are not detailed in MMU proxy statements; fund-level performance metrics (NAV/market TSR) are not included in the proxy and are instead in shareholder reports .
• Section 16(a) compliance: The Fund believes all filing requirements were met for the fiscal year ended May 31, 2025 .

Compensation Structure Analysis

• Pay from MMU: $0; no shift in MMU-level cash/equity mix, options, or guaranteed pay to report .
• No evidence of repricing/modification of equity awards, discretionary bonuses, or changes to performance metrics in MMU filings (not applicable for Fund-paid compensation) .

Related Party Transactions

• No related party transactions involving Ms. Trust are disclosed in MMU proxy statements .

Compensation Peer Group and Say‑on‑Pay

• Not applicable/disclosed in MMU proxy statements; closed-end funds generally compensate Independent Directors only, with officers paid by the adviser .

Expertise & Qualifications

• Investment management and risk oversight experience as an executive/portfolio manager; leadership roles within Franklin Templeton and affiliated entities .
• Officer/Trustee across 119 Franklin Templeton portfolios; Trustee of 105 Putnam portfolios, reflecting broad governance scope in the complex .

Work History & Career Trajectory

• FTFA: President & CEO since 2015; Senior VP, Fund Board Management since 2020 .
• Legg Mason & Co.: Senior Managing Director (2018–2020); Managing Director (2016–2018) .

Compensation Committee Analysis

• The Compensation Committee comprises only Independent Directors and sets Independent Director pay; no MMU-level executive pay decisions for Ms. Trust are covered (compensation is at adviser level) .

Board Service History and Dual‑Role Implications

• Board service: Director since 2015; Chairman through November 15, 2024; independent Chair thereafter .
• Committees: Not a member; all committees are Independent .
• Independence: “Interested person” due to FTFA roles .
• Dual-role: The prior combination of CEO and Chair (through Nov 15, 2024) is a governance caution; the transition to an independent Chair mitigates independence concerns going forward .

Ownership Landscape (Context for trading/governance pressure)

Note: Presence of activist/CEFs-focused holders (Saba, RiverNorth) indicates ongoing external pressure on governance, fee structure, and discount management .

Investment Implications

• Alignment: Ms. Trust reported no MMU share ownership (dollar range “A” = None), which limits direct stock-based alignment at the fund level; she has broad aggregate exposure across fund complexes (over $100k) but not specific to MMU .
• Pay-for-performance: MMU pays no executive compensation; Ms. Trust’s incentives are set at the adviser (FTFA) and are not disclosed in MMU filings, reducing transparency into performance linkage (e.g., AUM/fee/TSR metrics) for MMU shareholders .
• Governance: The move to an independent Chair (Nov 15, 2024) mitigates prior CEO/Chair dual-role concerns and strengthens oversight; committees are fully Independent .
• Trading signals: Elevated activist ownership (Saba, RiverNorth) and a modest decline in RiverNorth’s reported stake from 10.24% to 8.78% YoY highlight an environment of discount/arbitrage positioning and potential governance engagement that could influence capital actions and board dynamics .
• Retention risk: Not assessable from MMU filings; employment terms and adviser-level compensation/vesting data are not disclosed in the Fund proxy .