Robert D. Agdern
About Robert D. Agdern
Independent, non‑interested director of Western Asset Managed Municipals Fund Inc. (NYSE: MMU) since 2015; serves as Compliance Liaison and sits on the Nominating, Audit, Compensation, and Pricing & Valuation Committees. Birth year 1950; prior roles include Deputy General Counsel at BP plc (1999–2001) and Associate General Counsel at Amoco Corporation (1993–1998), plus service on Northwestern University’s Kellogg Dispute Resolution Research Center Advisory Committee (2002–2016) . He is part of the Fund’s Independent Directors cohort (committees are restricted to Independent Directors under NYSE standards) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP plc | Deputy General Counsel (Western Hemisphere) | 1999–2001 | Senior legal leadership; cross‑border corporate legal oversight |
| Amoco Corporation | Associate General Counsel (Corporate, Chemical, Refining/Marketing; special assignments) | 1993–1998 | Enterprise legal management prior to BP/Amoco merger |
| Kellogg Graduate School of Business (Northwestern University) | Advisory Committee Member, Dispute Resolution Research Center | 2002–2016 | Governance and dispute resolution expertise |
External Roles
| Organization | Role | Public Company? | Tenure |
|---|---|---|---|
| None disclosed | — | — | — |
Board Governance
- Current MMU board: eight directors, seven are Independent; Eileen A. Kamerick serves as Chair (effective Nov 15, 2024) and leads executive sessions; Independent Directors regularly meet outside management and are advised by independent counsel .
- Agdern’s committee assignments: Nominating, Audit, Compensation, Pricing & Valuation; also designated Compliance Liaison .
- Committee chairs (context for effectiveness): Audit—Nisha Kumar; Nominating—Hillary A. Sale; Pricing & Valuation—Carol L. Colman; Compensation—Peter Mason .
- Meeting cadence FY ended May 31, 2025: Board held four regular and three special meetings; Audit met six times; Nominating five; Pricing & Valuation four; Compensation three; each Director attended at least 75% of Board and committee meetings for which eligible .
- Prior year (FY ended May 31, 2024): Board held four regular meetings; Audit met five; Nominating six; Pricing & Valuation four; Compensation one; each Director attended at least 75% of eligible meetings .
Fixed Compensation
| Metric | FY 2024 (ended 05/31/24) | FY 2025 (ended 05/31/25) |
|---|---|---|
| Aggregate Compensation from MMU ($) | $28,402 | $32,712 |
| Metric | CY 2023 (Fund Complex Total) | CY 2024 (Fund Complex Total) |
|---|---|---|
| Total Compensation from Fund & Fund Complex ($) | $402,000 | $466,000 |
| Fund Complex Directorships (count) | 16 | 21 |
The Fund does not provide any pension or retirement benefits to Directors; amounts include service on all committees across the Franklin Templeton fund complex .
Performance Compensation
- No performance‑based compensation metrics (e.g., TSR, EBITDA targets), stock awards, or option awards for Directors are disclosed in the MMU proxy statements reviewed; director pay is presented as cash compensation across the fund complex, and the Fund reports no pension/retirement benefits for Directors .
Other Directorships & Interlocks
| Director | Current Public Company Boards | Prior Five Years Public Boards | Notable Interlocks/Conflicts |
|---|---|---|---|
| Robert D. Agdern | None | None | None disclosed |
Expertise & Qualifications
- Board‑stated qualifications: “experience in business and as a legal professional” (legal leadership in energy sector; governance in dispute resolution) .
- Compliance Liaison designation indicates specific engagement with compliance oversight processes .
Equity Ownership
| Date | Dollar Range of Equity Securities in MMU | Aggregate Dollar Range across Franklin Templeton Fund Family |
|---|---|---|
| As of Dec 31, 2023 | “A” = None | “D” = $50,001–$100,000 |
| As of Dec 31, 2024 | “A” = None | “D” = $50,001–$100,000 |
Group ownership: nominees, Directors, and officers collectively owned less than 1% of outstanding Common and Preferred shares as of the respective record dates .
Insider Trades & Reporting
| Fiscal Year End | Section 16(a) Compliance Statement |
|---|---|
| May 31, 2024 | Fund believes all required ownership/change reports were timely filed with SEC/NYSE based on review of copies and written representations |
| May 31, 2025 | Fund believes all required ownership/change reports were timely filed with SEC/NYSE based on review of copies and written representations |
Governance Assessment
- Independence and engagement: Agdern is a non‑interested, Independent Director serving on all key committees (Audit, Nominating, Compensation, Pricing & Valuation) plus Compliance Liaison, supporting board oversight of financial reporting, valuations, director pay, and nominations .
- Attendance: Board and committees met frequently in FY25; each Director met at least the 75% attendance threshold—no attendance red flags disclosed .
- Compensation alignment: Director pay is cash retainer across the fund complex (no equity/pension disclosed). Agdern’s MMU pay rose y/y ($28,402 → $32,712) in parallel with higher fund‑complex responsibilities ($402k → $466k) and an increase in complex directorships from 16 to 21, consistent with expanded workload .
- Ownership alignment: Dollar range indicates no direct MMU share ownership (“A” = None) while maintaining $50k–$100k aggregate exposure across the fund family; for closed‑end fund governance, lack of MMU‑specific holdings may be viewed as modest alignment compared to equity‑grant models used in operating companies .
- Conflicts and related‑party exposure: No interests reported with the adviser (FTFA), subadviser (Western Asset), or affiliates for non‑interested Directors and immediate family as of Dec 31, 2024/2023; no related‑party transactions disclosed—low conflict signal .
- Board structure and oversight: Independent Chair (since Nov 15, 2024) and committee leadership by Independent Directors; frequent executive sessions and independent counsel support robust oversight. Audit Committee identifies two “financial experts” (Kumar; Kamerick), strengthening financial reporting governance .
- Fund‑level governance feature: Adoption of Maryland Control Share Acquisition Act (MCSAA) limits voting rights for “control shares” unless reinstated, a defensive provision relevant to activism dynamics in closed‑end funds .
RED FLAGS: None explicitly disclosed for Agdern. Potential alignment watchpoint: no MMU‑specific equity ownership by dollar range (“A”=None) .