Jane E. Trust
About Jane E. Trust
Jane E. Trust, CFA, serves as Trustee, President, and Chief Executive Officer of Western Asset Diversified Income Fund (WDI), and is classified as an “interested trustee” due to her executive role at Franklin Templeton Fund Adviser, LLC (FTFA) and affiliates . She signed the 2025 semiannual shareholder report letter as President and CEO and the Sarbanes-Oxley certifications, evidencing primary executive responsibility for fund reporting and controls . In 2024, she was Chairman of the Board; in 2025, the Board Chair role transitioned to an independent trustee (Eileen A. Kamerick), while Trust remains CEO/Trustee, improving governance separation versus 2024’s CEO/Chair combination . For the six months ended June 30, 2025, WDI delivered total returns of 4.33% (NAV) and 10.62% (market price), providing a near-term lens on investor outcomes under her stewardship; WDI distributed $0.89 per share during the period, estimated from net investment income .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton Fund Adviser, LLC (FTFA) | President and Chief Executive Officer | Since 2015 | Leads adviser to the Fund; executive stewardship across fund complex . |
| Franklin Templeton (Fund Board Management) | Senior Vice President | Since 2020 | Oversees board governance processes across funds . |
| Legg Mason & Co., LLC | Senior Managing Director; Managing Director | 2016–2020 (SMD: 2018–2020; MD: 2016–2018) | Senior leadership in distribution/management pre-Franklin integration . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Putnam Family of Funds (105 portfolios) | Trustee | Ongoing (as disclosed 2025) | Cross-complex oversight; broad governance experience . |
| FTFA/affiliates fund complex | Officer and/or Trustee/Director (114 funds) | Since 2015 | Scale and breadth of fund oversight across complex . |
Fixed Compensation
Officers receive no compensation from WDI; Ms. Trust’s pay, if any, is paid by FTFA or affiliates and is not disclosed in the Fund’s proxy. This means base salary, target/actual bonus, and perquisites are not reported at the Fund level.
| Component | Amount/Status | Source |
|---|---|---|
| Base salary (Fund) | $0 | Officers receive no compensation from the Fund . |
| Cash bonus (Fund) | $0 | Not paid by Fund; not disclosed at Fund level . |
| Perquisites (Fund) | Not disclosed | Not reported by the Fund . |
Implication: Pay-for-performance evaluation must reference Franklin Templeton/FTFA disclosures; WDI’s proxy does not provide executive pay detail for Ms. Trust .
Performance Compensation
The Fund does not disclose FTFA-level incentive plan metrics (e.g., revenue, EBITDA, TSR) for Ms. Trust. WDI’s Compensation Committee only sets compensation for Independent Trustees, not for Ms. Trust.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Executive incentive metrics (FTFA) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed . |
Committee scope: The Compensation Committee comprises only Independent Trustees and recommends Independent Trustee compensation; it does not set adviser executive pay .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership in WDI | “Dollar Range A” = None | Ms. Trust’s fund-level holding category as of 12/31/2024 . |
| Aggregate holdings across fund family | “Dollar Range E” = Over $100,000 | Indicates significant complex-wide exposure, not specific to WDI . |
| Officers/Trustees group ownership of WDI | Less than 1% of outstanding shares | Group-level, as of 2/7/2025 . |
| Shares pledged as collateral | Not disclosed | No pledging disclosure found in proxy . |
| Ownership guidelines | Not disclosed | No fund-level guidelines disclosed for officers . |
Alignment takeaway: Ms. Trust reports no direct holding in WDI; group ownership under 1% limits insider selling pressure signals; no pledging disclosure reduces collateral risk concerns .
Employment Terms
| Term | Status | Source |
|---|---|---|
| Employment start date in current WDI roles | Chairman/CEO/President since 2021 (per 2024 proxy); Trustee/CEO/President shown “since 2015” in 2025 table (likely reflects complex tenure) | WDI-specific “since 2021” ; complex-wide roles since 2015 . |
| Contract term/expiration | Not disclosed by the Fund | Fund officers elected annually by the Board . |
| Severance/Change-of-control | Not disclosed by the Fund | No executive contract economics in proxy . |
| Clawback policy | Not applicable to the Fund’s N-CSR Item 18 | N-CSR states “Not applicable” for recovery of erroneously awarded compensation . |
| Non-compete/Non-solicit | Not disclosed | No terms in Fund proxy . |
Board Governance (Service history, committee roles, dual-role implications)
- Current roles: Trustee, President, and CEO (interested trustee) . In 2024, she also served as Chairman; in 2025, the Board Chair is independent (Eileen A. Kamerick), and Ms. Trust is not on standing committees (all committees are independent-only) .
- Committees: Audit (Chair: Nisha Kumar), Nominating (Chair: Hillary A. Sale), Pricing & Valuation (Chair: Carol L. Colman), Compensation (Chair: Peter Mason); all composed solely of Independent Trustees .
- Attendance: The Board held four regular and two special meetings in 2024; each Trustee attended at least 75% of meetings; independent trustees meet in executive session .
- Independence: Board has 8 trustees, 7 independent; Ms. Trust is an “interested” trustee due to affiliation with FTFA .
Dual-role implications: The 2025 leadership structure (independent Chair with CEO as interested trustee) mitigates CEO/Chair concentration risk present in 2024, enhancing oversight and committee independence .
Director Compensation (for Ms. Trust at WDI)
| Component | Amount | Notes |
|---|---|---|
| Fund-level compensation | $0 | No remuneration paid by WDI to Ms. Trust (interested person) . |
Independent Trustee fees are disclosed and set by the Compensation Committee; however, these do not apply to Ms. Trust .
Performance & Track Record
| Period | NAV Total Return | Market Price Total Return | Distributions | Benchmark |
|---|---|---|---|---|
| Six months ended 6/30/2025 | 4.33% | 10.62% | $0.89/share (est. all NII) | Bloomberg US Corporate High Yield–2% Issuer Cap Index: 4.57% |
Commentary: WDI’s market price outperformed NAV over the period, reflecting discount/premium dynamics common to closed-end funds .
Say-on-Pay and Shareholder Feedback
- The Fund does not conduct say-on-pay; WDI’s proxies disclose trustee (not executive) compensation and do not include adviser executive pay votes .
Compensation Committee Analysis
- Composition and mandate: Independent-only; sets Independent Trustee compensation; operates under a written charter; no scope over adviser executive compensation .
- Consultants/conflicts: Not discussed in WDI proxy for executive compensation, consistent with committee’s limited scope .
Risk Indicators & Red Flags
- CEO/Chair split: Governance improved in 2025 with independent Chair; reduces consolidation risk observed in 2024 .
- Pledging/Hedging: No disclosure indicating pledging or hedging by Ms. Trust .
- Clawback (Fund): Not applicable in N-CSR Item 18; executive clawbacks (if any) would be at adviser level, not disclosed here .
- Insider trading/Forms 4: No Form 4 data available in the documents reviewed; Fund proxies state Section 16(a) compliance for required filers in 2024 and 2025 .
Expertise & Qualifications
- Credentials: CFA; extensive investment management and risk oversight experience; leadership roles within Franklin Templeton and affiliates .
- Board qualifications: SEC-required disclosures cite her executive and portfolio management experience as relevant qualifications .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FTFA | President & CEO | Since 2015 | Adviser to WDI; complex-wide leadership . |
| Franklin Templeton | SVP, Fund Board Management | Since 2020 | Board governance leadership . |
| Legg Mason & Co., LLC | Senior Managing Director; Managing Director | 2016–2020 | Senior leadership prior to Franklin integration . |
Employment Terms (Officer Election and Governance Mechanics)
| Item | Detail |
|---|---|
| Officer election | Officers (including CEO/President) are elected annually by the Board and serve until successors are elected/qualified; reimbursable travel expenses only from Fund . |
| Control Share Act & governance | WDI has opted into Maryland Control Share Acquisition Act; board committees are independent-only; Chair is independent in 2025 . |
Investment Implications
- Pay-for-performance visibility is limited at the Fund level because Ms. Trust’s compensation is paid by FTFA and is not disclosed in WDI’s proxy; this constrains direct alignment analysis (base/bonus/equity metrics, vesting, CoC, and clawbacks) from WDI filings alone .
- Governance quality improved with the 2025 shift to an independent Chair and fully independent committees, mitigating prior-year CEO/Chair concentration risk and supporting stronger oversight of adviser performance and fund processes .
- Ownership alignment is modest at the Fund level (Ms. Trust reports no WDI holdings; group <1%), reducing potential selling-pressure signals but also limiting direct “skin-in-the-game” at the specific fund; aggregate complex-level ownership is >$100k, indicating broader exposure to the complex rather than fund-specific alignment .
- Execution track record should be evaluated via fund outcomes and adviser performance; near-term total returns for 1H 2025 were positive (NAV 4.33%; price 10.62%), but these are influenced by closed-end fund discount/premium dynamics; sustained performance versus benchmarks and distribution coverage remain the key levers to monitor under her leadership .
Data gaps to close for a fuller view: Adviser/parent (Franklin Templeton/FTFA) executive compensation tables (base/bonus/equity), performance metrics (e.g., TSR percentile, AUM/revenue growth), award vesting schedules, and any change-in-control/clawback terms at the adviser level are not provided in WDI filings and would be needed for a complete pay-for-performance and retention risk assessment .