Avedick B. Poladian
About Avedick B. Poladian
Avedick B. Poladian (born 1951) is an Independent Director of Western Asset Investment Grade Income Fund Inc. (NYSE: PAI), serving on the Board since 2007; he is not an “interested person” under the Investment Company Act, and his background is in business, finance, and accounting including senior executive roles in real estate and prior partnership at Arthur Andersen LLP . He oversees 49 portfolios in the Franklin Templeton/Western Asset fund complex (50 in 2024), demonstrating broad governance engagement across investment vehicles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lowe Enterprises, Inc. (private real estate/hospitality) | Executive Vice President & Chief Operating Officer; later Director & Advisor | 2002–2016 (EVP/COO); Advisor/Director since 2017 | Senior operating leadership in real estate/hospitality |
| Arthur Andersen LLP | Partner | 1974–2002 | Audit/accounting partner at multinational accounting firm |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Storage | Director | Since 2010 | Committee roles not disclosed in PAI proxy |
| Occidental Petroleum Corporation | Director | Since 2008 | Committee roles not disclosed in PAI proxy |
| California Resources Corporation | Director (former) | 2014–2021 | Committee roles not disclosed in PAI proxy |
Board Governance
- Independence: Poladian is listed among “Independent Nominees and Directors” and is not an “interested person” of the Fund .
- Board leadership: Chair of the Board is William E. B. Siart (Independent Director), with Independent Directors constituting more than 75% of the Board; committee chairs are Independent Directors .
- Committee memberships (non-chair): Poladian is a member of all four standing committees—Audit; Governance & Nominating; Executive & Contracts; Investment & Performance .
- Attendance: For fiscal year ended Dec 31, 2024, each Director attended at least 75% of the aggregate meetings of the Board and committees on which they served .
- Meetings held:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board Meetings (count) | 5 | 8 |
| Audit Committee (count) | 7 | 6 |
| Governance Committee (count) | 3 | 3 |
| Investment & Performance Committee (count) | 5 | 5 |
| Executive & Contracts Committee (count) | 2 | 2 |
Fixed Compensation
- Structure: Independent Directors receive an annual retainer plus per-meeting fees (in-person or telephonic), with additional compensation for Board/committee chairs; out‑of‑pocket expenses reimbursed; non‑Independent Directors receive no fees from the Fund .
- Cash received:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from the Fund ($) | $1,692 | $1,047 |
| Pension/Retirement Accrued ($) | $0 | $0 |
| Estimated Annual Benefits Upon Retirement ($) | $0 | $0 |
| Total Compensation from Fund & Fund Complex ($) | $334,000 | $347,000 |
- Observations: Year-over-year, Poladian’s Fund-complex compensation increased to $347,000 from $334,000, while PAI-specific aggregate fees were lower due to pro rata allocation and meeting count differences across funds .
Performance Compensation
- Equity awards, options, performance-based pay: No RSUs/PSUs, options, or performance-linked director compensation are disclosed; compensation consists of cash retainer/meeting fees and chair premiums (chairs only; Poladian is not a chair) .
| Performance Metric Type | FY 2023 | FY 2024 |
|---|---|---|
| RSUs/PSUs (grant date, shares, fair value) | Not disclosed/not applicable | Not disclosed/not applicable |
| Options (strike, expiry, vesting) | Not disclosed/not applicable | Not disclosed/not applicable |
| Bonus/Target % | Not disclosed/not applicable | Not disclosed/not applicable |
| Performance metrics tied to director pay | Not disclosed/not applicable | Not disclosed/not applicable |
Other Directorships & Interlocks
- Current public company boards: Public Storage (since 2010); Occidental Petroleum Corporation (since 2008) .
- Prior public company board: California Resources Corporation (2014–2021) .
- Potential interlocks/conflicts: None specifically identified in PAI’s proxy for Poladian; Board has structured independent leadership and committee oversight for conflicts .
Expertise & Qualifications
- The Board specifically recognizes Poladian’s “business, finance and accounting expertise” and experience as board member and Andersen partner; the Board emphasizes independent oversight, effective business judgment, and interaction with the Investment Adviser/Subadviser and auditors .
Equity Ownership
- Director holdings (PAI and family of funds dollar ranges):
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Dollar Range in PAI | None | None |
| Aggregate Dollar Range in Family of Investment Companies | Over $100,000 | None |
- Group holdings: Directors/officers as a group held less than 1% of outstanding PAI shares as of each relevant Record Date .
- Pledging/hedging: No specific disclosure of shares pledged as collateral or hedging policies in the director holdings section for Poladian; no pledging noted .
Governance Assessment
- Strengths: Long-tenured independent director (since 2007) with deep finance/accounting background; sits on all oversight committees (Audit, Governance, Performance, Contracts), supporting board effectiveness; attendance threshold met; Board structure emphasizes independence (>75% independent; independent chairs) and risk oversight protocols .
- Alignment considerations: Poladian holds no PAI shares and, notably, reported no aggregate holdings in the fund family for 2024 versus “Over $100,000” in 2023, which may suggest reduced economic alignment with fund shareholders; however, closed‑end fund directors typically are compensated in cash without equity awards .
- Conflicts/related party: No related‑party transactions involving Poladian are disclosed; Section 16(a) compliance showed no issues for directors (exception cited was an administrative late Form 3 for a different officer) .
- RED FLAGS:
- No PAI share ownership and no aggregate fund‑family holdings as of Dec 31, 2024 could be perceived as weaker “skin‑in‑the‑game” alignment for governance-sensitive investors .
- Multiple outside public boards increase time demands; Governance Committee policy caps public directorships at five—Poladian’s disclosed current roles (PSA, OXY) plus PAI are within policy limits .
Overall: Poladian brings seasoned financial oversight and committee breadth; independence and attendance are sound, but limited personal ownership in PAI and the fund family in 2024 reduces perceived alignment. The broader Board’s independent leadership and committee structures mitigate conflict risks, and no Poladian-specific related-party transactions are disclosed .