Robert D. Agdern
About Robert D. Agdern
Independent Trustee of Western Asset Diversified Income Fund (NYSE: WDI); born 1950; currently serving as a Class I Trustee and listed as Compliance Liaison, with committee memberships on Audit, Nominating, Compensation, and Pricing & Valuation Committees . He has a legal and business background, including roles as Deputy General Counsel for BP PLC (1999–2001), Associate General Counsel at Amoco Corporation (1993–1998), and member of the Advisory Committee of the Dispute Resolution Research Center at Northwestern University’s Kellogg Graduate School of Business (2002–2016) . Agdern has served as a trustee of WDI since 2021 per the 2024 proxy and SEC semi-annual filing (effective August 16, 2021) and was re-elected in April 2025 to serve until the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP PLC | Deputy General Counsel (Western Hemisphere) | 1999–2001 | Senior legal leadership; corporate and regulatory matters |
| Amoco Corporation | Associate General Counsel (Corporate, Chemical, Refining & Marketing; special assignments) | 1993–1998 | Broad legal oversight pre/post BP-Amoco merger |
| Kellogg Graduate School of Business, Northwestern University | Advisory Committee Member, Dispute Resolution Research Center | 2002–2016 | Dispute resolution expertise; academic-industry advisory input |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| — | Other Public Company Directorships | — | — | None listed in proxy for WDI; “Other Directorships Held by Trustee: None” . |
Board Governance
- Status: Non-interested (independent) Trustee; the Board has eight trustees, seven of whom are Independent Trustees; Eileen A. Kamerick serves as Chair (Independent) .
- Committee memberships: Agdern is a member of Audit, Nominating, Compensation, and Pricing & Valuation Committees; listed as Compliance Liaison .
- Committee chairs and meeting cadence (FY 2024): Audit (Chair: Nisha Kumar; 5 meetings) ; Nominating (Chair: Hillary A. Sale; 7 meetings) ; Pricing & Valuation (Chair: Carol L. Colman; 4 meetings) ; Compensation (Chair: Peter Mason; 2 meetings) .
- Attendance: In FY 2024, each Trustee attended at least 75% of Board and committee meetings for which they were eligible; no Trustee attended the 2024 Annual Meeting of Stockholders (the Fund has no formal policy on annual meeting attendance) .
- Independence checks: No non-interested Trustee (including Agdern), nor their immediate family members, had any interest in the Fund’s investment adviser or its controlled affiliates as of December 31, 2024 .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from WDI ($) | $26,426 | $43,754 |
| Total Compensation from Fund & Fund Complex ($) | $402,000 | $466,000 |
| Fund Complex Directorships (count) | 18 | 17 |
- Structure: Compensation of Independent Trustees is recommended by the Compensation Committee (comprised solely of Independent Trustees) under a written charter; the Fund provides no pension or retirement benefits to Trustees .
Performance Compensation
- The proxy discloses cash compensation for Trustees and committee service and states no pension/retirement benefits; it does not disclose stock awards, options, target/actual bonuses, or any performance metrics linked to Trustee pay (no pay-for-performance framework is described for Trustees) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None listed for Agdern in WDI proxy |
| Fund complex service | Oversees 17 portfolios in the Franklin Templeton fund complex (as of 2025 proxy) |
| Potential interlocks | The proxy’s nominating criteria consider affiliations with competing financial service organizations; no conflicting affiliations are disclosed for Agdern |
Expertise & Qualifications
- The Board cites Agdern’s “experience in business and as a legal professional,” aligning with his GC/AGC background and dispute resolution experience; he serves as Compliance Liaison, reinforcing governance and oversight credentials .
Equity Ownership
| Date | Dollar Range of Equity Securities in WDI | Aggregate Dollar Range across Family of Investment Companies |
|---|---|---|
| Dec 31, 2023 | A = None | D = $50,001–$100,000 |
| Dec 31, 2024 | A = None | D = $50,001–$100,000 |
- Group ownership: As of February 7, 2025 (and February 7, 2024 in prior proxy), nominees, Trustees and officers as a group beneficially owned less than 1% of WDI’s outstanding common shares .
- Insider trading: Over the past 18 months, Agdern made no insider transactions in WDI; recent insider activity in WDI involved net purchases by other trustees (Cronin and Grillo) per third-party tracker .
Governance Assessment
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Positive signals
- Independent status; broad committee participation (Audit, Nominating, Compensation, Pricing & Valuation) and Compliance Liaison role strengthen oversight coverage .
- Active committee cadence in FY 2024 (Audit: 5; Nominating: 7; Pricing & Valuation: 4; Compensation: 2) indicates engaged governance processes; all Trustees met the ≥75% attendance threshold .
- No related-party ties to the investment adviser or affiliates; Board majority is independent and led by an Independent Chair (Kamerick) with executive sessions and independent counsel .
-
RED FLAGS / Watch items
- Zero direct ownership in WDI (“A = None” for both 2023 and 2024) suggests limited personal capital alignment; group holdings <1% reinforce low insider ownership across the Board .
- Trustees did not attend the 2024 annual shareholder meeting (no formal policy), a potential engagement optics issue for some investors despite meeting attendance thresholds .
- Year-over-year cash compensation increased materially (Fund: $26,426 → $43,754; Fund Complex Total: $402,000 → $466,000), while no performance-based elements or equity alignment mechanisms are disclosed, limiting pay-for-performance linkage .
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Additional context
- Re-elected in April 2025 as a Class I Trustee to serve until 2028, affirming shareholder support and Board continuity .
- Nominating criteria include independence screens and limits on service on other boards; committee charters are publicly available, supporting process transparency .