Robert D. Agdern
About Robert D. Agdern
Robert D. Agdern (born 1950) is a Non‑Interested (independent) Director of Western Asset Intermediate Muni Fund Inc. (NYSE: SBI), serving since 2015; he sits on the Audit, Nominating, Compensation, and Pricing & Valuation Committees and also serves as Compliance Liaison . He is a Class II nominee up for election to a term ending at the 2028 annual meeting, and currently oversees 17 portfolios within the Franklin Templeton “Fund Complex” . The Board is composed of a super‑majority of Independent Directors under NYSE standards, with committee membership limited to Independent Directors, underscoring his independence status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP p.l.c. | Deputy General Counsel responsible for Western Hemisphere matters | 1999–2001 | Senior legal leadership across corporate, chemical, and R&M issues (experience in business and as a legal professional noted in director skills matrix) . |
| Amoco Corporation (merged into BP in 1998) | Associate General Counsel (corporate, chemical, refining & marketing; special assignments) | 1993–1998 | Broad transactional and regulatory scope; corporate governance and risk perspective . |
| Northwestern University, Kellogg Graduate School of Business – Dispute Resolution Research Center | Advisory Committee Member | 2002–2016 | Expertise in negotiation/dispute resolution relevant to board oversight and valuation/judgment areas . |
External Roles
| Category | Details |
|---|---|
| Current public company directorships | None disclosed (Other Directorships: “None”) . |
| Private/non‑profit/academic boards | Not currently disclosed (prior Kellogg DRRC Advisory Committee listed above) . |
| Fund Complex oversight | Oversees 17 portfolios in the Franklin Templeton fund complex (current) . |
Board Governance
- Committee assignments: Member, Audit; Nominating; Compensation; Pricing & Valuation; Compliance Liaison (not a chair role) .
- Committee chairs (current): Audit – Nisha Kumar; Nominating – Hillary A. Sale; Pricing & Valuation – Carol L. Colman; Compensation – Peter Mason .
- Board leadership: Chair of the Board is Eileen A. Kamerick (Independent Director) as of 2025; Independent Directors regularly meet in executive session and are advised by independent counsel .
- Independence and composition: Eight directors, seven Independent; all four standing committees are fully independent and chaired by Independent Directors .
- Attendance/engagement: In FY ended Nov 30, 2024, each Director attended at least 75% of board and committee meetings for which eligible; no Director attended the 2024 annual meeting of stockholders (no formal policy) .
Committee and board activity (meetings per fiscal year ended Nov 30):
| Body | FY 2023 | FY 2024 |
|---|---|---|
| Board – Regular meetings | 4 | 4 |
| Board – Special meetings | 3 | Not disclosed (none referenced) |
| Audit Committee | 5 | 5 |
| Nominating Committee | 4 | 7 |
| Pricing & Valuation Committee | 4 | 4 |
| Compensation Committee | 1 | 1 |
Fixed Compensation
- The Fund states directors receive no pension or retirement benefits; compensation reflects service on SBI and other funds in the complex .
Director compensation – Mr. Agdern:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate compensation from SBI ($) | 6,902 | 6,767 |
Fund Complex compensation – Mr. Agdern:
| Metric | CY 2023 | CY 2024 |
|---|---|---|
| Total compensation from Fund and Fund Complex ($) | 402,222 | 466,000 |
Notes: “Fund Complex” reflects compensation across multiple registered investment companies advised by Franklin Templeton; Mr. Agdern currently holds 17 investment company directorships in the complex .
Performance Compensation
- No performance‑based pay components (bonuses, PSUs/RSUs, options) are disclosed for directors; compensation is set and administered by the Independent Director‑only Compensation Committee .
- No director equity awards are disclosed for SBI directors in the proxy .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other public company boards | None . |
| Committee roles at other public companies | None disclosed . |
| Interlocks/shared directorships with competitors/suppliers/customers | None disclosed . |
Expertise & Qualifications
- The Board cites Mr. Agdern’s “experience in business and as a legal professional” as core qualifications for service (skills disclosure pursuant to SEC requirements) .
- Compliance Liaison role indicates ongoing engagement with the Fund’s compliance apparatus and CCO, aligned with the Board’s stated risk oversight framework .
- He is an Audit Committee member and signatory to the Audit Committee report, reflecting financial reporting oversight responsibilities .
Equity Ownership
| Item | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|
| Dollar range of equity securities in SBI | A (None) | A (None) |
| Aggregate dollar range in all funds overseen (Family of Investment Companies) | D ($50,001–$100,000) | D ($50,001–$100,000) |
- Group ownership: As of the relevant record dates, all directors and officers as a group owned less than 1% of outstanding SBI common and preferred shares .
- Shares pledged/hedging: No pledging or hedging disclosures are provided for Mr. Agdern; no related‑party holdings with the adviser or affiliates are disclosed for independent directors .
Governance Assessment
-
Strengths:
- Independent director with broad committee participation (Audit, Nominating, Compensation, Pricing & Valuation), plus Compliance Liaison responsibilities, indicating high engagement in core oversight areas .
- Board and all standing committees are majority/fully independent and chaired by independent directors; leadership structure includes independent Chair (2025), supporting robust oversight .
- Attendance threshold met (≥75%) for FY 2024; active committee calendars (Audit 5x; Nominating 7x; Pricing 4x; Comp 1x) point to meaningful director workload and engagement .
- No related‑party conflicts with the adviser or affiliates disclosed for independent directors; Section 16(a) compliance met for FY 2024 at the fund level .
-
Watch items / potential red flags:
- Director equity in SBI reported as “A (None)” for both 2023 and 2024, which can be viewed as limited direct ownership alignment at the individual fund level (common structure for fund‑complex boards) .
- No directors attended the 2023 or 2024 annual meetings (no policy requiring attendance), which some investors view as a modest engagement signal to monitor .
- The Fund has opted into Maryland Control Share Acquisition Act (MCSAA), which can be perceived as shareholder‑unfriendly by some governance analysts; this is a board‑level feature rather than Agdern‑specific .
- Presence of sizable closed‑end fund investors/activists (e.g., Saba in 2024; RiverNorth in 2025) indicates an active governance environment; continued director responsiveness to shareholder feedback should be monitored .
-
Upcoming signal: Mr. Agdern is nominated as a Class II Director for a term through 2028; investor support may hinge on views of independence, engagement, and responsiveness amid heightened CEF governance scrutiny .
Appendix: Insider Reporting and Audit Committee Report
- Section 16(a) reporting: For FY 2024, the Fund believes all filing requirements were met; FY 2023 noted one late initial Form 3 for an officer (Michael Buchanan), not related to Mr. Agdern .
- Audit Committee Report: As an Audit Committee member, Mr. Agdern joined the committee in recommending inclusion of audited financials in the FY 2024 annual report after required discussions with PwC and receipt of independence confirmations .