Jeanne M. Kelly
About Jeanne M. Kelly
Jeanne M. Kelly is Senior Vice President (executive officer) of Western Asset Intermediate Muni Fund Inc. (SBI). She was born in 1951 and has served as an officer of the Fund for many years; the latest proxy lists her as Senior Vice President since 2009, while prior proxies indicated service since 2007 . Her current principal occupation is U.S. Fund Board Team Manager at Franklin Templeton (since 2020); she has also held senior roles across affiliated Franklin Templeton/Legg Mason entities, including President & CEO of LM Asset Services, LLC (LMAS) and Legg Mason Fund Asset Management, Inc. (LMFAM) since 2015; formerly Managing Director, Legg Mason & Co. (2005–2020); Senior Vice President of FTFA (since 2006); and Senior Vice President of certain funds associated with Legg Mason & Co. (since 2007) . The Fund’s proxies do not disclose officer-specific TSR, revenue, or EBITDA performance metrics, and explicitly state that executive officers receive no compensation from the Fund .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton | U.S. Fund Board Team Manager | Since 2020 | Not disclosed in proxy |
| FTFA (Franklin Templeton) | Senior Vice President | Since 2006 | Not disclosed in proxy |
| Funds associated with Legg Mason & Co. | Senior Vice President | Since 2007 | Not disclosed in proxy |
| Legg Mason & Co. | Managing Director | 2005–2020 | Not disclosed in proxy |
| LMFAM (Legg Mason Fund Asset Management, Inc.) | Senior Vice President | 2013–2015 | Not disclosed in proxy |
| LMAS (LM Asset Services, LLC) | President & CEO | Since 2015 | Not disclosed in proxy |
| LMFAM (Legg Mason Fund Asset Management, Inc.) | President & CEO | Since 2015 | Not disclosed in proxy |
External Roles
No external public company directorships or committee roles are disclosed for Ms. Kelly in SBI’s proxy statements .
Fixed Compensation
- Officers of the Fund receive no compensation from the Fund, though they may be reimbursed for reasonable out-of-pocket travel expenses to attend Board meetings .
| Component | Paid by Fund? | Notes |
|---|---|---|
| Base salary | No | Officers are Franklin Templeton employees; Fund does not pay officer compensation |
| Bonus | No | Not applicable; no Fund-paid officer compensation |
| Perquisites | Limited | Travel reimbursements for Board meetings only |
Performance Compensation
Not applicable. SBI’s proxies do not provide officer incentive plan disclosures; officers receive no compensation from the Fund (no Fund-linked performance metrics or payouts are reported) .
Equity Ownership & Alignment
- As of the applicable measurement dates, nominees, Directors and officers of the Fund as a group beneficially owned less than 1% of outstanding Common and Preferred shares .
- Director-only “dollar range” ownership tables are provided, but no individual officer share counts for Ms. Kelly are disclosed; no pledging or hedging disclosures for officers are provided in the proxies .
| Item | Disclosure |
|---|---|
| Group beneficial ownership (Directors + officers) | <1% of outstanding Common and Preferred shares |
| Officer individual ownership (Ms. Kelly) | Not disclosed in proxies |
| Pledged shares / hedging | Not disclosed in proxies |
Employment Terms
- Appointment and term: Executive officers are chosen annually at a regular Board meeting and hold office until their successors are duly elected and qualified .
- Compensation from Fund: None (other than travel reimbursements for Board meetings) .
- Contracts, severance, change-of-control: No officer employment agreements, severance provisions, or change-of-control economics are disclosed by the Fund (officers are Franklin Templeton personnel) .
- Section 16(a) compliance: Proxies note the Fund’s directors, officers, and certain affiliates must file ownership reports with the SEC/NYSE; no late filings noted for Ms. Kelly; a separate late filing reference pertains to another individual in 2023 .
Performance & Track Record
- The proxies describe Ms. Kelly’s long-tenured senior leadership across the Franklin Templeton/Legg Mason fund complex (roles since 2006/2007 and President & CEO of LMAS/LMFAM since 2015), signaling continuity in governance and fund board administration. No officer-specific operational achievements, TSR, or fund performance metrics tied to Ms. Kelly are disclosed .
Compensation Structure Analysis
- Pay-for-performance alignment (Fund-level): Not applicable; officers receive no Fund-paid compensation, so there is no cash/equity mix, target bonus, or PSU/RSU framework at the Fund level to assess .
- Discretionary decisions / metric changes: No officer incentive metrics or targets are disclosed; no repricing/modification of awards at the Fund level is applicable .
Related Party Transactions
Not disclosed specific to Ms. Kelly in SBI’s proxies; general fund complex affiliations with Franklin Templeton/Legg Mason entities are described in officer occupation listings .
Say-on-Pay & Shareholder Feedback
Not applicable to officers (closed-end fund proxies focus on director elections/auditor ratification; no officer compensation votes are presented) .
Compensation Peer Group
Not applicable; no officer compensation benchmarking for the Fund is disclosed .
Expertise & Qualifications
- Senior governance/administrative leadership across the Franklin Templeton fund complex; roles include U.S. Fund Board Team Manager (since 2020) and Senior Vice President roles across affiliated funds; President & CEO of LMAS/LMFAM since 2015 .
- Education and specific technical expertise are not provided in the proxies .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Franklin Templeton | U.S. Fund Board Team Manager | Since 2020 | Current occupation |
| FTFA | Senior Vice President | Since 2006 | Ongoing |
| Funds associated with Legg Mason & Co. | Senior Vice President | Since 2007 | Ongoing |
| LMAS | President & CEO | Since 2015 | Ongoing |
| LMFAM | President & CEO | Since 2015 | Ongoing |
| Legg Mason & Co. | Managing Director | 2005–2020 | Former |
| LMFAM | Senior Vice President | 2013–2015 | Former |
| SBI (Fund officer) | Senior Vice President | Since 2009 (prior proxies: since 2007) | Fund executive officer |
Employment & Contracts – Governance Mechanics
- Annual selection of officers by the Board; officers hold office until successors are elected .
- No Fund-paid compensation for officers; travel expense reimbursements only .
- No Fund-disclosed employment contracts, severance, change-of-control, ownership guidelines, hedging/pledging, or clawback provisions for officers .
Risk Indicators & Red Flags
- Ownership alignment: Group beneficial ownership by Directors/officers is <1% of outstanding shares, indicating minimal direct insider equity alignment at the Fund level .
- Governance changes: Bylaw amendments have occurred historically (e.g., Amended/Restated Bylaws 8-K filings), which can be relevant to governance frameworks and should be monitored for future changes .
- Activist dynamics: Significant holders include RiverNorth and Sit Investment Associates (2025), Saba Capital and 1607 Capital Partners (2024); tracking activism or tender proposals can be a trading signal for the Fund, though not specific to Ms. Kelly .
Investment Implications
- Compensation alignment levers are limited at the Fund level for officers: Ms. Kelly receives no Fund-paid compensation, thus there’s no pay-for-performance linkage or equity award vesting that would create selling pressure or direct incentives tied to SBI metrics .
- Retention and execution risk primarily reside at Franklin Templeton (her employer) rather than the Fund; her long tenure and senior leadership roles across the fund complex suggest stable governance continuity, but changes at Franklin Templeton or in Fund bylaws/officer slates (8-Ks, proxies) are key monitoring items .
- Trading signals for SBI around Ms. Kelly are indirect: watch for (i) executive officer roster changes in proxies/8-K Item 5.02, (ii) large-holder actions (activism, tender offers) that may drive corporate actions or governance shifts, and (iii) bylaw amendments that alter governance mechanics .