Thomas C. Mandia
About Thomas C. Mandia
Thomas C. Mandia (birth year 1962) serves as Senior Vice President of LMP Capital and Income Fund Inc. (SCD) and has held this officer role since 2022 . He is Senior Associate General Counsel at Franklin Templeton (since 2020) and has long-standing corporate secretary responsibilities across Franklin Templeton affiliates (FTFA since 2006; LM Asset Services, LLC since 2002; Legg Mason Fund Asset Management, Inc. since 2013) . SCD’s officers receive no compensation from the Fund (only travel reimbursements for Board meetings), and the proxy does not disclose performance-linked pay or operating metrics for officers; consequently, fund-level pay-for-performance incentives for officers are not present in SCD’s disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Legg Mason & Co. | Managing Director and Deputy General Counsel | 2005–2020 | Legal leadership supporting asset manager and fund complex governance |
| Legg Mason/Franklin Templeton fund complex | Assistant Secretary of certain funds | 2006–2022 | Corporate secretary functions across multiple registered funds |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton | Senior Associate General Counsel | Since 2020 | Legal and compliance oversight across Franklin Templeton funds |
| Franklin Templeton Fund Adviser (FTFA) | Secretary | Since 2006 | Fund administration and legal oversight for adviser-affiliated funds |
| LM Asset Services, LLC | Secretary | Since 2002 | Corporate secretary duties for service affiliate |
| Legg Mason Fund Asset Management, Inc. | Secretary | Since 2013 | Corporate secretary role for former registered investment adviser |
Fixed Compensation
| Component | Detail |
|---|---|
| Compensation from SCD | Officers receive no compensation from the Fund |
| Expense reimbursement | Officers may be reimbursed for reasonable out-of-pocket travel expenses for attending Board meetings |
Performance Compensation
- SCD’s proxies do not disclose any officer bonuses, equity awards, options, or performance metric-based payouts for officers; officers are not compensated by the Fund, and no vesting schedules or incentive frameworks are provided in Fund disclosures .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Directors and officers group beneficial ownership | Less than 1% of outstanding shares as of February 7, 2025 |
- Section 16(a) compliance: For the fiscal year ended November 30, 2024, the Fund states all filing requirements were met based on forms reviewed and written representations . For FY2023, the Fund notes one late initial Form 3 for another reporting person (Michael Buchanan), attributed to administrative oversight .
Employment Terms
| Term | Disclosure |
|---|---|
| Officer election and term | Officers are chosen each year at a regular Board meeting and hold office until successors are duly elected and qualified |
| Current SCD role | Senior Vice President since 2022 |
| Primary employer affiliation | Senior Associate General Counsel at Franklin Templeton |
| Fund-paid compensation | None (travel reimbursement only) |
Compensation Committee Analysis
- The Compensation Committee is composed of all Independent Directors and recommends compensation for Independent Directors; it met once during the fiscal year ended November 30, 2024 and operates under a written charter available on the Fund’s website . This committee does not set officer pay given officers receive no compensation from the Fund .
Governance and Bylaws Context Relevant to Trading and Alignment
- The Fund’s bylaws require extensive disclosures for stockholder nominations, including any hedging, derivatives, short interests, or arrangements that alter economic/voting exposure—potentially reducing hidden influence and improving transparency around control campaigns . The Board adopted Fourth Amended & Restated Bylaws on November 20, 2024 .
- The Fund is subject to the Maryland Control Share Acquisition Act; “control shares” face restricted voting rights unless authorized, which can limit accumulative control efforts; exceptions apply for proportionate voters under SEC relief .
Investment Implications
- Pay-for-performance alignment via SCD is minimal at the officer level because officers receive no Fund-paid compensation, and there are no disclosed bonus or equity award frameworks—reducing typical insider selling pressure tied to vesting or option exercises . Group beneficial ownership under 1% further suggests limited insider equity exposure as an alignment lever at the Fund level .
- Section 16 compliance is clean for FY2024, indicating good reporting hygiene; absence of disclosed officer incentive metrics means portfolio managers and governance processes (not officer incentives) drive fund performance outcomes from a research standpoint .
- Bylaw provisions (advance notice/hedging disclosures and control share restrictions) may dampen activist-related volatility and influence the timing and feasibility of control campaigns, which can affect trading dynamics around record dates and meetings .