William E. B. Siart
About William E. B. Siart
William E. B. Siart (born 1946) is an Independent Director and Chair of the Board at Western Asset Investment Grade Income Fund Inc. (NYSE: PAI), serving since 1997. His background includes leadership in nonprofit and civic institutions, with roles such as Chairman of Excellent Education Development and prior trusteeships and chair roles across cultural and educational organizations, signaling business and finance expertise relevant to closed-end fund governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Excellent Education Development | Chairman | Since 2000 | Education nonprofit leadership; governance and fundraising oversight . |
| Great Public Schools Now | Chairman (former) | 2015–2020 | Education initiative; strategic oversight (former) . |
| The Getty Trust | Trustee (former) | 2005–2017 | Cultural institution governance (former) . |
| Walt Disney Concert Hall, Inc. | Chairman (former) | 1998–2006 | Cultural institution leadership (former) . |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| University of Southern California | Trustee | Since 1994 | No—Private/nonprofit . |
| United States Golf Association | Board Member; Executive Committee Member (former) | 2017–2021 | No—Nonprofit (former) . |
Board Governance
- Independence and leadership: Siart serves as Chair of the Board and is an Independent Director; Independent Directors comprise more than 75% of the Board .
- Committee assignments:
- Audit Committee: Member .
- Governance and Nominating Committee: Member .
- Executive and Contracts Committee: Chair .
- Investment and Performance Committee: Member .
- Attendance and engagement:
- FY2024: Board held 8 meetings; Audit 6; Governance 3; Performance 5; Contracts 2. Each Director attended at least 75% of the aggregate meetings of the Board and committees on which they served .
- FY2023: Board held 5 meetings; Audit 7; Governance 3; Performance 5; Contracts 2. Each Director attended at least 75% threshold .
| Governance Metric | FY2023 | FY2024 |
|---|---|---|
| Board meetings held | 5 | 8 |
| Audit Committee meetings | 7 | 6 |
| Governance Committee meetings | 3 | 3 |
| Investment & Performance Committee meetings | 5 | 5 |
| Executive & Contracts Committee meetings | 2 | 2 |
| Attendance (threshold) | ≥75% for all Directors | ≥75% for all Directors |
| Independence of Chair | Independent | Independent |
| % Independent Directors | >75% | >75% |
Fixed Compensation
- Structure: Independent Directors receive an annual retainer plus meeting fees; chairs of the Board and each committee receive additional compensation. No pension or retirement benefits accrue, and officers affiliated with the adviser receive no director fees .
| Component | FY2023 (PAI) | FY2023 Fund Complex | FY2024 (PAI) | FY2024 Fund Complex |
|---|---|---|---|---|
| Aggregate Compensation from PAI ($) | $3,212 | — | $1,163 | — |
| Total Compensation from Fund and Fund Complex ($) | $462,000 | $462,000 | $475,000 | $475,000 |
| Pension/Retirement Benefits Accrued ($) | $0 | — | $0 | — |
| Estimated Annual Benefits Upon Retirement ($) | $0 | — | $0 | — |
| Additional Chair Compensation Eligibility | Yes—Chair of Board and Contracts Committee | — | Yes—Chair of Board and Contracts Committee | — |
Notes: Fund pays pro rata share of director fees based on asset size across the Fund Complex .
Performance Compensation
- No performance-based bonuses, equity award programs, or option grants are disclosed for Directors; compensation is cash-based via retainers and meeting/chair fees .
| Performance-linked Element | Disclosure |
|---|---|
| Target bonus % | Not applicable—no bonus plan disclosed . |
| Actual bonus paid | Not applicable . |
| Stock awards (RSUs/PSUs) | None disclosed . |
| Option awards | None disclosed . |
| Performance metrics (TSR, EBITDA, ESG) | None disclosed . |
| Clawback provisions | Not disclosed for Directors . |
| Change-of-control/severance | Not applicable for Directors . |
Other Directorships & Interlocks
| Company/Institution | Relationship | Interlock/Notes |
|---|---|---|
| University of Southern California | Trustee | External nonprofit governance—no disclosed conflict with PAI . |
| USGA | Former Board/Exec Committee | External nonprofit; no disclosed conflict . |
Board-level related-party context: Fellow Director Michael Larson is CIO for William H. Gates III; Western Asset has long managed discretionary advice for Gates-related Accounts, with value not exceeding 1.0% of Western Asset AUM since Dec 31, 2021; no changes contemplated. This is disclosed at the board level and monitored; not a direct conflict for Siart .
Expertise & Qualifications
- The Board cites Siart’s business and finance expertise and experience as a president, chairperson, CEO and/or board member across businesses and nonprofit organizations .
- His leadership as Independent Chair is emphasized as part of an oversight structure designed to enhance independence and risk oversight .
Equity Ownership
- Director holdings as of the most recent year-end indicate no direct beneficial ownership in PAI by Siart, but significant aggregate holdings (> $100,000) across the Franklin Templeton family of investment companies overseen .
| Holding Category | Value Range |
|---|---|
| PAI—Dollar Range of Equity Securities | None |
| Aggregate Dollar Range—All Funds Overseen in Family | Over $100,000 |
| Group Ownership of PAI (Directors/officers as a whole) | <1% of outstanding shares |
Governance Assessment
-
Strengths:
- Independent Board leadership and >75% independent composition; all committees chaired by Independent Directors enhance oversight of adviser relationships and fund performance .
- Active committee roles including Contracts (Chair) and Audit membership suggest direct engagement with risk, financial reporting, and affiliate contracts .
- Attendance at or above the 75% threshold across FY2023 and FY2024 indicates baseline engagement .
-
Alignment and compensation:
- Cash-based retainer structure with chair premiums is standard for closed-end fund governance; no equity or performance pay for Directors limits pay-for-performance alignment considerations but reduces incentive to prioritize fund share price over long-term stewardship .
- Lack of direct PAI share ownership by Siart may be viewed as a mild alignment gap, partially offset by substantial aggregate holdings across the fund complex .
-
Conflicts and related-party exposure:
- No direct conflicts disclosed for Siart. Board-level relationships (e.g., adviser services related to Gates Accounts via a fellow Director) are transparent, quantified (<1% of AUM), and overseen through independent committees and audit pre-approval policies .
RED FLAGS
- No direct PAI ownership by Siart (alignment consideration) .
- Board-level related-party ties (through another Director) to adviser-managed external accounts, though disclosed, small relative to AUM and independently overseen .