Peter Mason
About Peter Mason
Peter Mason (birth year 1959) is an Independent Director of Western Asset Intermediate Muni Fund Inc. (SBI) since November 15, 2024, serving on the Audit, Nominating, and Pricing & Valuation Committees and as Chair of the Compensation Committee. His background includes legal and managerial experience as Global General Counsel of UNICEF (1998–2021) and current work as an arbitrator and mediator (since 2021) . The Board comprises eight directors, seven of whom are independent, and each committee is composed solely of Independent Directors under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UNICEF | Global General Counsel | 1998–2021 | Senior legal leadership for a global NGO |
| Self-employed | Arbitrator and Mediator | Since 2021 | Dispute resolution expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Sydney USA Foundation | Chairman | Since 2020 | Non-profit governance |
| Radio Workshop US, Inc. | Director | Since 2023 | Non-profit/media-related role |
Board Governance
- Independence and roles: Independent Director; member of Audit, Nominating, Pricing & Valuation; Chair of Compensation Committee; oversees 17 portfolios in the fund complex .
- Committee leadership and composition: All committees comprised solely of Independent Directors; Audit chaired by Nisha Kumar (audit committee financial expert); Nominating chaired by Hillary A. Sale; Pricing & Valuation chaired by Carol L. Colman; Compensation chaired by Peter Mason .
- Meeting cadence and attendance: Board held 4 regular meetings in FY ended 11/30/24; Audit met 5 times; Nominating met 7 times; Pricing & Valuation met 4 times; Compensation met once; each Director attended at least 75% of Board and eligible committee meetings; no Director attended the 2024 Annual Meeting of Stockholders (no formal attendance policy) .
- Independence determination: Independent under NYSE standards and not an “interested person” under the 1940 Act; Board has super-majority of Independent Directors and regularly holds executive sessions with independent counsel .
Fixed Compensation
| Metric | FY Ended 11/30/2024 – Fund ($) | CY Ended 12/31/2024 – Fund Complex ($) |
|---|---|---|
| Aggregate Director Compensation (Peter Mason) | 470 | 32,989 |
- Notes: Mason joined effective November 15, 2024, so figures reflect partial-year service; no pension or retirement benefits provided to Directors .
Performance Compensation
- No performance-based compensation (no stock awards, options, PSUs/RSUs, bonuses, or performance metrics tied to director pay disclosed for Directors) .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| University of Sydney USA Foundation | Non-profit | Chairman | No fund adviser/affiliate interest disclosed |
| Radio Workshop US, Inc. | Non-profit | Director | No fund adviser/affiliate interest disclosed |
- Fund-complex service: Each Director holds 17 investment company directorships within the Franklin Templeton fund complex, standard for closed-end fund governance structures .
Expertise & Qualifications
- Core competencies: Legal and managerial experience; board service across the Franklin Templeton fund complex .
- Audit oversight capability: Audit Committee chaired by an audit committee financial expert (Nisha Kumar), supporting overall financial reporting oversight; Mason is a member of the Audit Committee .
Equity Ownership
| Holder | Dollar Range of Equity Securities in SBI | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|
| Peter Mason | A (None) | A (None) |
- Definitions: Dollar ranges – A=None; B=$1–$10,000; C=$10,001–$50,000; D=$50,001–$100,000; E=Over $100,000 .
- Group ownership: As of February 7, 2025, nominees, Directors, and officers as a group owned <1% of outstanding shares .
- Related party/affiliate interests: No Director or immediate family members had any interest in the Fund’s investment adviser or affiliates as of December 31, 2024 .
Governance Assessment
- Strengths:
- Independent status with clear committee roles; Mason chairs the Compensation Committee, indicating influence over independent director pay and governance processes .
- Active committee oversight—Audit (5x), Nominating (7x), Pricing & Valuation (4x), Compensation (1x)—suggests engaged governance cadence; Board super-majority independence and executive sessions with independent counsel bolster oversight quality .
- Alignment concerns:
- Zero ownership in SBI and across the fund family (A=None) may signal limited financial alignment typical in closed-end fund complexes; investors often prefer some director holdings as a confidence signal .
- No Directors attended the 2024 Annual Meeting (no formal policy), reducing visible shareholder engagement, though this is common in fund governance contexts .
- Conflicts:
- No interests with the investment adviser or affiliates disclosed; committee membership comprised entirely of Independent Directors mitigates conflict risks .
- Tenure and continuity:
- Recent appointment (effective Nov 15, 2024) limits trend analysis on compensation mix and meeting attendance; early signals show at least 75% attendance threshold across Board/eligible committees .
RED FLAGS:
- No fund/fund-family equity holdings (A=None) .
- No attendance at 2024 Annual Meeting of Stockholders (board-wide) .
Positive Signals:
- Chair of Compensation Committee among Independent Directors .
- Robust committee activity and independent leadership structure .