Peter Mason
About Peter Mason
Peter Mason (birth year: 1959) is an Independent Director of Western Asset Managed Municipals Fund Inc. (MMU) since November 15, 2024, and serves as Chair of the Compensation Committee; he is also a member of the Audit, Nominating, and Pricing & Valuation Committees . His core credentials include legal and managerial experience, having served as Global General Counsel of UNICEF (1998–2021) and currently working as an arbitrator and mediator (since 2021) . He is classified as a non-interested (independent) director under the 1940 Act, and the Board maintains a super-majority of Independent Directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UNICEF | Global General Counsel | 1998–2021 | Global legal leadership for intergovernmental organization |
| Self-employed | Arbitrator and Mediator | Since 2021 | Dispute resolution expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Sydney USA Foundation | Chairman | Since 2020 | Non-profit foundation governance |
| Radio Workshop US, Inc. | Director | Since 2023 | Non-profit/media governance |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit; Member, Nominating; Member, Pricing & Valuation .
- Independence: All four standing committees (Audit, Nominating, Compensation, Pricing & Valuation) are composed entirely of Independent Directors; Board has 8 directors, 7 Independent .
- Attendance and engagement: FY ended May 31, 2025—Board held 4 regular and 3 special meetings; each Director attended at least 75% of Board and committee meetings for which eligible .
- Committee activity levels (FY ended May 31, 2025): Audit (6 meetings) ; Nominating (5 meetings) ; Pricing & Valuation (4 meetings) ; Compensation (3 meetings) .
- Leadership: Eileen A. Kamerick (Independent) serves as Chair of the Board; Independent Directors regularly meet in executive session and are advised by independent legal counsel .
Fixed Compensation
| Component | Amount/Status | Period |
|---|---|---|
| Aggregate Compensation from the Fund | $18,881 | Fiscal year ended 05/31/2025 |
| Total Compensation from the Fund and Fund Complex | $32,989 | Calendar year 2024 |
- The Fund does not provide any pension or retirement benefits to Directors .
- Effective November 15, 2024, Mr. Mason became a Director of the Fund (context for partial-period compensation) .
- Compensation Committee mandate: recommends appropriate compensation of Independent Directors for Board and committee service; composed of all Independent Directors and chaired by Mason; met three times in FY 2025; operates under a written charter available on the Fund’s website .
Performance Compensation
- The proxy presents aggregate director compensation figures and notes no pension benefits; it does not disclose stock awards, option awards, or performance-based metrics for directors .
Other Directorships & Interlocks
| Category | Disclosed Roles |
|---|---|
| Other directorships (past 5 years) | Chairman, University of Sydney USA Foundation (since 2020); Director, Radio Workshop US, Inc. (since 2023) |
- No public company directorships are listed for Mason in the past five years in MMU’s proxy; the roles disclosed are non-profit/other organizations .
Expertise & Qualifications
- Legal and managerial experience; former Global General Counsel (UNICEF) and current arbitrator/mediator .
- Board attributes disclosure lists Mason’s “legal and managerial experience” among director qualifications (SEC-required summary) .
Equity Ownership
| Holder | Dollar Range of Equity Securities in MMU | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|
| Peter Mason | A = None | A = None |
- At August 29, 2025, Directors/officers of the Fund as a group beneficially owned less than 1% of outstanding Common and Preferred Shares .
- No Director or their immediate family members (who are not “interested persons”) had any interest in the Fund’s investment adviser or its affiliates as of December 31, 2024 (conflict screen) .
Governance Assessment
- Strengths: Independent status; rapid assumption of Compensation Committee chair role; Board with super-majority Independent Directors; fully independent committees; documented committee activity; Audit Committee includes designated financial experts; consistent minimum 75% attendance threshold met by all directors .
- Potential alignment consideration: Mason reported “A = None” (no holdings) in both MMU and across the family of investment companies as of December 31, 2024; while common among closed-end fund boards, lack of ownership may be viewed by some investors as a weaker alignment signal relative to ownership guidelines (not disclosed in the proxy) .
- Conflicts: Proxy states no related-party interests with the adviser or its affiliates for Independent Directors/nominees; no related-party transactions are disclosed with Mason .
- Process/controls: Compensation of Independent Directors is overseen by a fully independent committee chaired by Mason with a charter; risk oversight and executive sessions are in place; Section 16(a)/30(h) filing compliance was met in FY 2025 per the Fund’s review .
Insider Trades and Compliance
| Item | Status |
|---|---|
| Section 16(a)/30(h) Beneficial Ownership Reporting Compliance (FY ended 05/31/2025) | The Fund believes all filing requirements were met |
Appendix: Committee Summary for Context
- Audit Committee: Composed of all Independent Directors; Kumar (Chair); met 6 times in FY 2025; responsibilities include auditor oversight and financial reporting integrity .
- Nominating Committee: Composed of all Independent Directors; Sale (Chair); met 5 times in FY 2025; considers qualifications, independence, conflicts, time commitments; may use search firms; charter available online .
- Pricing & Valuation Committee: Composed of all Independent Directors; Colman (Chair); met 4 times in FY 2025; oversees valuation processes .
- Compensation Committee: Composed of all Independent Directors; Mason (Chair); met 3 times in FY 2025; recommends Independent Director compensation; charter available online .
RED FLAGS to monitor: zero reported ownership (“A = None”) by Mason as of 12/31/2024 may be viewed by some as weaker pay-performance alignment; continue to monitor for any future related-party transactions or changes in compensation structure (e.g., introduction of equity units), which are not disclosed in the current proxy .