Thomas C. Mandia
About Thomas C. Mandia
Thomas C. Mandia (birth year: 1962) serves as Senior Vice President of Western Asset Intermediate Muni Fund Inc. (NYSE: SBI) since 2022; he is Senior Associate General Counsel of Franklin Templeton (since 2020), Secretary of Franklin Templeton Fund Adviser, LLC (FTFA) since 2006, and previously was Managing Director and Deputy General Counsel of Legg Mason & Co. from 2005 to 2020 . Fund officers receive no compensation from the Fund (only expense reimbursement for Board meeting travel), and the proxies do not disclose officer-specific pay, equity awards, or performance-linked metrics; directors and officers as a group beneficially owned less than 1% of outstanding shares as of the record dates disclosed .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Legg Mason & Co. | Managing Director & Deputy General Counsel | 2005–2020 | Senior legal leadership across fund complex; assistant secretary roles supporting governance and regulatory compliance |
| Western Asset Intermediate Muni Fund Inc. | Assistant Secretary | Since 2006 | Officer of the Fund across multiple proxy cycles, enabling continuity in legal administration |
| FTFA (Franklin Templeton Fund Adviser, LLC) | Secretary | Since 2006 | Key control function for adviser entity serving the Fund |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Franklin Templeton | Senior Associate General Counsel | Since 2020 | Senior legal counsel supporting Franklin Templeton fund boards and adviser/subadviser oversight |
| LM Asset Services, LLC (LMAS) | Secretary | Since 2002 | Governance and legal administration for legacy Legg Mason affiliates |
| Legg Mason Fund Asset Management, Inc. (LMFAM) | Secretary | Since 2013 | Governance for formerly registered investment adviser entities within the complex |
Fixed Compensation
- Officers of SBI receive no compensation from the Fund; they may be reimbursed for reasonable out‑of‑pocket travel expenses for attending Board meetings .
| Component | Disclosed value | Notes |
|---|---|---|
| Base salary | Not disclosed (Fund pays none) | Compensation, if any, is paid by Franklin Templeton affiliates and not reported in the Fund proxy |
| Target/actual bonus | Not disclosed (Fund pays none) | No officer bonus disclosed at Fund level |
| Perquisites | Travel expense reimbursement only | No other Fund-paid perquisites disclosed |
Performance Compensation
- No performance-linked compensation (RSUs/PSUs/options/cash incentives) disclosed for Fund officers; the Fund states officers receive no compensation from the Fund .
Equity Ownership & Alignment
| Item | Value | As-of date | Notes |
|---|---|---|---|
| Officers and Directors (group) beneficial ownership of Common and Preferred | Less than 1% | Feb 7, 2025 | Aggregate ownership across nominees, Directors, and officers |
| Officers and Directors (group) beneficial ownership of Common and Preferred | Less than 1% | Feb 7, 2024 | Aggregate ownership |
| Officers and Directors (group) beneficial ownership of Common and Preferred | Less than 1% | Feb 7, 2023 | Aggregate ownership |
| Mandia preferred stock ownership | 0% of Preferred Stock | Dec 31, 2014 | SC TO‑I tabulation listed Mandia with 0 preferred shares |
| Pledging of shares | Not disclosed | N/A | No officer pledging disclosures in proxies reviewed |
| Ownership guidelines (officers) | Not disclosed | N/A | Proxy lists director dollar ranges; no officer guidelines disclosed |
Employment Terms
- Officers are chosen each year at a regular Board meeting and hold office until successors are elected and qualified .
- No employment contracts, severance multiples, change‑of‑control provisions, clawbacks, tax gross‑ups, or deferred compensation terms are disclosed for Fund officers in the proxies reviewed .
- Communications to the Board are routed via the Fund Secretary; no employment-related 8‑K 5.02 filings specific to Mandia were found (8‑K 5.02 items in catalog relate to other closed-end funds and do not disclose Mandia’s employment terms) [11] [12] [13].
Investment Implications
- Alignment signals limited: Fund officers receive no Fund‑paid compensation and aggregate officer/director ownership is under 1%, reducing direct pay‑for‑performance levers at the Fund level .
- Retention risk appears low from tenure/continuity: Mandia has served in senior legal roles across Franklin Templeton/Legg Mason for decades (Assistant Secretary since 2006; Senior VP since 2022), suggesting institutional continuity, though adviser‑paid compensation terms are undisclosed at the Fund level .
- Trading signals unavailable: Form 4 insider data could not be retrieved via the insider-trades tool for Mandia; proxies show Section 16(a) compliance but do not provide transaction-level detail for officers .
- Governance context: Compensation Committee exists and is chaired by Independent Directors (Chair: Peter Mason effective Nov 15, 2024), but it sets Independent Director pay; officer compensation is outside Fund purview and paid by affiliates .