Thomas C. Mandia
About Thomas C. Mandia
Thomas C. Mandia is Senior Vice President of Western Asset Investment Grade Income Fund Inc. (NYSE: PAI). He was born in 1962 and has served as an officer of the Fund since 2022; his current corporate role is Senior Associate General Counsel to Franklin Templeton, with prior senior legal leadership at Legg Mason & Co. from 2005–2020 . PAI’s most recent performance snapshot shows a six‑month total return of 4.36% on NAV and 6.34% on market price as of June 30, 2025, with $0.31 per‑share distributions over the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton | Senior Associate General Counsel | Since 2020 | Senior legal leadership supporting fund governance and regulatory compliance across the Franklin Templeton complex . |
| Legg Mason & Co., LLC | Managing Director and Deputy General Counsel | 2005–2020 | Led legal function and governance across Legg Mason fund operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton Fund Adviser, LLC (FTFA) | Secretary | Since 2006 | Officer role for FTFA supporting governance across affiliated funds . |
| LM Asset Services, LLC (LMAS) | Secretary | Since 2002 | Officer role enabling fund administration and governance . |
| Legg Mason Fund Asset Management, Inc. (LMFAM) | Secretary (formerly registered adviser) | Since 2013 | Officer role supporting fund complex governance . |
| Western Asset Inflation‑Linked Opportunities & Income Fund | Named proxy on Fund proxy card | 2025 | Designated as a proxy representative for shareholder meeting vote execution . |
| Western Asset Investment Grade Income Fund Inc. (PAI) | Named proxy on Fund proxy card | 2024–2025 | Designated proxy representative for Annual Meetings . |
Fixed Compensation
- The Fund paid no remuneration to its officers for FY 2024; officers may be reimbursed for reasonable out‑of‑pocket travel expenses for attending Board meetings .
- Directors who are not Independent Directors (i.e., interested directors) receive no salary or fees from the Fund, contextualizing Fund‑level governance compensation practices; Independent Directors are compensated via retainers and meeting fees (not applicable to Mandia, who is an officer) .
Performance Compensation
- The proxy does not disclose officer bonus structures, performance metrics, RSU/PSU grants, options, or incentive payouts for Fund officers (officers are compensated by Franklin Templeton or affiliates, not by the Fund) .
Equity Ownership & Alignment
| Metric | Dec 31, 2023 | Mar 30, 2024 | Mar 30, 2025 |
|---|---|---|---|
| Beneficial ownership – Common Stock | Not listed for officers in 2023 officer table; group holdings <1% (for directors/officers) | None | None |
| Shares outstanding (reference) | — | — | 9,510,962 shares outstanding at Record Date (Mar 28, 2025) |
| Ownership as % of shares outstanding | — | 0% (None implies no shares) | 0% (None; 9,510,962 outstanding) |
- As of the Record Date, all Directors, Nominees and officers as a group beneficially owned less than 1% of the Fund’s outstanding shares, reinforcing limited insider equity alignment at the Fund level .
Employment Terms
| Item | Disclosure |
|---|---|
| Employment start date at Fund | Officer service since 2022 (Senior Vice President) . |
| Term of office | Each officer holds office until a successor is chosen and qualified, or until earlier death, resignation, or removal . |
| Role and address | Senior Vice President; c/o Fund, 1 Madison Avenue, 17th Floor, New York, NY 10010; Stamford office referenced for certain roles . |
- Non‑compete, non‑solicit, severance, change‑of‑control, ownership guidelines, clawbacks, and vesting terms are not disclosed in the Fund’s proxy for officers (as officers are employed by Franklin Templeton/affiliates, not the Fund) .
Performance & Track Record (Fund context)
| Metric | As of June 30, 2025 |
|---|---|
| 6‑month total return – NAV | 4.36% |
| 6‑month total return – Market Price | 6.34% |
| Distributions during period | $0.31 per share (estimated entirely from net investment income) |
| Net Assets | $124,976,505 |
| Shares Outstanding | 9,510,962 |
Insider Transactions and Vesting Pressure
- Attempted to retrieve Form 4 insider transactions for “Mandia” at PAI (to assess selling pressure and vesting‑related sales) using the insider‑trades skill; request failed due to an upstream API authorization error (401). No Form 4 data included; can re‑run upon resolution [Read: insider‑trades SKILL.md; tool attempt error logged].
Investment Implications
- Pay‑for‑performance alignment at the Fund level is structurally limited for officers: the Fund pays no officer remuneration and does not disclose officer incentive structures, suggesting compensation is set and paid by Franklin Templeton/affiliates rather than tied to Fund TSR or distribution metrics .
- Skin‑in‑the‑game appears minimal: Mandia reported no beneficial ownership of PAI common stock in 2024 and 2025; insiders as a group held <1%—reducing direct equity alignment and removing vesting‑driven selling pressure risk from his personal holdings .
- Governance continuity is stable: officer terms are open‑ended until successor qualification, and Mandia’s long‑tenured legal leadership across Franklin Templeton/Legg Mason suggests low near‑term retention risk from Fund disclosures; however, severance, change‑of‑control economics, and non‑compete terms are not disclosed at the Fund level, limiting visibility into retention levers .
- Near‑term trading signals tied to Mandia’s personal activity are not available from Form 4 data due to retrieval failure; absence of disclosed PAI share ownership implies no direct insider‑selling overhang from him, but broader Fund performance (NAV/market returns, distribution policy) will remain the primary drivers for equity holders rather than executive incentives .
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