Peter Mason
About Peter Mason
Peter Mason (born 1959) is an Independent Trustee of Western Asset Diversified Income Fund (WDI). He was appointed effective November 15, 2024, and is a Class III trustee serving until the 2027 annual meeting. He chairs the Compensation Committee and serves on the Audit, Nominating, and Pricing & Valuation Committees. Mason’s professional background includes Arbitrator and Mediator (since 2021) and previously Global General Counsel of UNICEF (1998–2021); he oversees 17 portfolios in the Franklin Templeton fund complex and is designated as a non‑interested (independent) trustee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UNICEF (non-governmental organization) | Global General Counsel | 1998–2021 | Senior legal leadership; global legal oversight (as disclosed) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Self-employed | Arbitrator and Mediator | Since 2021 | Current primary occupation |
| University of Sydney USA Foundation | Chairman | Since 2020 | Non-profit; governance role |
| Radio Workshop US, Inc. | Director | Since 2023 | Non-profit/US entity; board role |
Board Governance
| Topic | Details |
|---|---|
| Board role | Independent Trustee (non‑interested) |
| Committee memberships | Audit; Nominating; Pricing & Valuation; Compensation (Chair) |
| Committee chair roles | Chair, Compensation Committee |
| Committee meeting cadence (FY 2024) | Audit: 5 meetings; Nominating: 7; Pricing & Valuation: 4; Compensation: 2 |
| Board meetings (FY 2024) | 4 regular and 2 special meetings held |
| Attendance | Each Trustee attended ≥75% of eligible Board and committee meetings (FY 2024); Fund has no formal policy on shareholder meeting attendance and no Trustee attended the 2024 annual meeting |
| Independence & structure | 8 trustees; 7 are Independent Trustees; all standing committees are composed solely of Independent Trustees; independence as defined by NYSE |
| Term/class | Class III trustee; term through 2027 annual meeting |
| Board leadership | Chair of the Board: Eileen A. Kamerick (Independent Trustee) |
| Related-party safeguards | No independent trustee (or immediate family) had any interest in the adviser or its controlled affiliates as of Dec 31, 2024 |
Fixed Compensation
| Component | Amount/Detail |
|---|---|
| Aggregate compensation from WDI (FY 2024) | $4,436 (partial-year service beginning Nov 15, 2024) |
| Total compensation from Fund Complex (CY 2024) | $32,989 |
| Pension/retirement benefits | None provided to Trustees |
| Notes | Trustee compensation amounts include service across committees within the complex; no additional breakdown disclosed in the proxy |
Performance Compensation
| Performance-linked element | Disclosure for Independent Trustees |
|---|---|
| Equity awards (RSUs/PSUs/options) | Not disclosed for Trustees in the proxy’s Trustee Compensation section |
| Performance metrics (TSR, revenue, EBITDA, ESG, etc.) | Not disclosed/applicable for Trustee pay; Compensation Committee’s remit is to recommend Independent Trustee compensation levels |
| Clawbacks / severance / CIC terms | Not disclosed for Trustees |
| Meeting/attendance fees vs retainers | Table presents aggregate amounts; specific fee structure not disclosed |
The proxy provides aggregate trustee compensation figures and confirms no pension/retirement benefits; it does not disclose performance-based equity or metric-linked components for trustees.
Other Directorships & Interlocks
| Entity | Type | Role | Potential Conflict/Interlock Signal |
|---|---|---|---|
| University of Sydney USA Foundation | Non-profit | Chairman (since 2020) | No WDI-related conflict disclosed |
| Radio Workshop US, Inc. | Non-profit/US entity | Director (since 2023) | No WDI-related conflict disclosed |
| Public company boards | — | None disclosed | None disclosed in WDI proxy |
Expertise & Qualifications
- Legal and managerial experience; former Global General Counsel of UNICEF (1998–2021)
- Alternate dispute resolution expertise as Arbitrator and Mediator (since 2021)
- Compensation governance leadership (Chair, Compensation Committee) and service on Audit/Nominating/Pricing & Valuation committees
- Oversees 17 portfolios within the Franklin Templeton fund complex (breadth of fund governance exposure)
Equity Ownership
| Measure | Disclosure |
|---|---|
| Dollar range of WDI equity owned (as of Dec 31, 2024) | “A” = None |
| Aggregate dollar range across family of investment companies (as of Dec 31, 2024) | “A” = None |
| Group ownership | Trustees/officers as a group owned <1% of outstanding common shares (as of Feb 7, 2025) |
| Shares pledged / hedging | Not disclosed in proxy |
Governance Assessment
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Strengths: Independent trustee with extensive legal background; immediate elevation to Compensation Committee Chair; broad committee participation; committee cadence indicates active oversight (Audit 5x, Nominating 7x, Pricing & Valuation 4x, Compensation 2x in FY 2024). Board maintains a super‑majority of independent trustees, independent chair structure, and independent committees.
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Alignment and attendance: Each trustee (including Mason) met ≥75% attendance in FY 2024. Fund notes no formal policy for shareholder meeting attendance and none attended in 2024 (contextual optic, common for funds).
-
RED FLAGS / Watch items:
- No WDI or complex equity ownership as of Dec 31, 2024 (Dollar range “A” = None), which may signal limited economic alignment, albeit consistent with recent appointment (Nov 15, 2024).
- Newly appointed trustee (effective Nov 2024), so limited on‑board track record to evaluate.
- Trustee compensation structure detail (cash vs equity/deferral, fee components) not broken out in the proxy; monitor future disclosures from the Compensation Committee for any changes.
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Related‑party/conflict check: Proxy states no independent trustee (or immediate family) had interests in the adviser or its controlled affiliates as of Dec 31, 2024.
Sources: WDI DEF 14A (Mar 7, 2025) for trustee biography, roles, committee composition and meeting cadence, independence, attendance, trustee compensation, and ownership ranges; company governance narrative.