Robert D. Agdern
About Robert D. Agdern
Independent director (Class III) since 2015; birth year 1950; legal and business background with prior senior in-house counsel roles. Agdern served as Deputy General Counsel (Western Hemisphere) at BP PLC (1999–2001) and Associate General Counsel at Amoco Corporation (1993–1998), and was a member of the Advisory Committee of the Dispute Resolution Research Center at the Kellogg Graduate School of Business, Northwestern University (2002–2016) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP PLC | Deputy General Counsel, Western Hemisphere | 1999–2001 | Senior legal leadership for regional operations |
| Amoco Corporation | Associate General Counsel (corporate, chemical, refining & marketing; special assignments) | 1993–1998 | Broad corporate legal coverage; Amoco merged with BP in 1998 |
| Kellogg Graduate School of Business, Northwestern University | Advisory Committee Member, Dispute Resolution Research Center | 2002–2016 | Academic advisory role; dispute resolution expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | “Other Directorships Held by Directors in the Past Five Years”: None |
Board Governance
- Current committee memberships: Nominating; Audit; Compensation; Pricing & Valuation; Compliance Liaison .
- Independence: Non-interested (Independent Director under NYSE standards and 1940 Act) .
- Attendance: Board held 4 regular and 1 special meeting in FY2024; each director attended at least 75% of Board and relevant committee meetings .
- Committee chairs (FY2024): Audit—Nisha Kumar (audit committee financial expert); Nominating—Hillary A. Sale; Compensation—Peter Mason; Pricing & Valuation—Carol L. Colman .
- Committee activity (FY2024): Audit met 6 times; Nominating met 5; Compensation met 2; Pricing & Valuation met 4 .
- Board composition and leadership: Eight directors, seven independent; Eileen A. Kamerick (Independent) serves as Chair since Nov. 15, 2024; independent directors meet in executive session and are advised by independent counsel .
Fixed Compensation
Director compensation includes service on all Board committees and committees of other investment companies in the Franklin Templeton fund complex; no pension or retirement benefits provided by the Fund .
| Metric | FY2020 | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|---|
| Aggregate Compensation from EMD ($) | 42,240 | 40,468 | 31,409 | 28,449 | 33,365 |
| Total Compensation from Fund & Fund Complex ($, Calendar Year) | 324,000 | 284,000 | 296,000 | 402,000 | 466,000 |
Performance Compensation
- The proxy describes the Compensation Committee’s role in recommending director compensation but does not disclose any performance-linked metrics, bonuses, RSUs/PSUs, or option awards for directors; director compensation appears cash-based and committee-service related. No pension/retirement benefits are provided .
| Performance-linked element | FY2024 Disclosure |
|---|---|
| Bonus/variable pay | Not disclosed |
| Equity awards (RSUs/PSUs/options) | Not disclosed |
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed |
| Clawback/COC/severance terms | Not disclosed |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Public company boards (current/past 5 yrs) | None |
| Fund complex oversight | Oversees 21 investment company portfolios in Franklin Templeton fund complex (calendar 2024) |
| Interlocks/conflicts | No director or immediate family interest in the Fund’s adviser or affiliates for non-interested directors, as of Dec 31, 2024 |
Expertise & Qualifications
- Noted attributes: Experience in business and as a legal professional .
- Legal and governance expertise from senior roles at BP/Amoco and academic advisory role at Kellogg DRRC .
- Committee breadth (Audit, Nominating, Compensation, Pricing & Valuation) indicates broad governance engagement .
Equity Ownership
| As of | EMD Fund Dollar Range | Aggregate Dollar Range in Family of Investment Companies | Notes |
|---|---|---|---|
| Dec 31, 2024 | A = None | D = $50,001–$100,000 | Group beneficial ownership (directors/officers) <1% of EMD shares at Aug 29, 2025 |
Governance Assessment
- Committee workload and participation: Agdern serves on all key committees and as Compliance Liaison; committee activity (Audit 6, Nominating 5, Compensation 2, Pricing & Valuation 4) signals active oversight cadence .
- Independence and governance structure: Independent director within a board where seven of eight members are independent; independent Chair and regular executive sessions with independent counsel support board effectiveness .
- Audit oversight: Agdern is a signatory to the Audit Committee’s report recommending inclusion of audited financials; PwC deemed independent; audit fees $67,455 in FY2024 (vs. $63,637 in FY2023) .
- Ownership alignment: RED FLAG—no direct EMD holdings (Dollar Range “A” = None), though aggregate holdings across related funds are $50k–$100k; some investors may view zero fund-level ownership as weaker alignment .
- Conflicts/related parties: Proxy explicitly states no interests in adviser/affiliates for non-interested directors and immediate family; no related-party transactions disclosed for Agdern .
- Time/engagement: Attendance at least 75% of Board and committee meetings in FY2024; multi-committee membership indicates engagement, but extensive fund-complex responsibilities (21 portfolios) could be a bandwidth consideration for investors .
Overall signal: Strong independence and multi-committee participation with robust audit/nominating processes; alignment concern stems from no direct EMD share ownership. Compensation is transparent at aggregate levels but lacks performance linkage or equity elements, consistent with closed-end fund director practices .