Ann Torre Bates
About Ann Torre Bates
Independent Trustee of Templeton Emerging Markets Fund (EMF) since 2008; born 1958. Former Executive Vice President and Chief Financial Officer of NHP Incorporated and former Vice President and Treasurer of US Airways, Inc., bringing deep finance and audit oversight experience. Currently serves on EMF’s Audit Committee and is classified as an Independent Trustee under NYSE standards. Oversees 29 portfolios in the Franklin Templeton fund complex; independence and committee membership affirmed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NHP Incorporated | Executive Vice President & Chief Financial Officer | 1995–1997 | Senior finance leadership; relevant to audit oversight |
| US Airways, Inc. | Vice President & Treasurer | Until 1995 | Treasury and capital markets expertise; enhances financial literacy on the Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ares Capital Corporation | Director | 2010–present | Specialty finance; public company board |
| Ares Strategic Income Fund | Director | 2022–present | Closed-end investment management company |
| Ares Core Infrastructure Fund | Director | Oct 2024–present | Closed-end investment management company |
| United Natural Foods, Inc. | Director | 2013–2023 | Former board role |
| Navient Corporation | Director | 2014–2016 | Former board role |
| Allied Capital Corporation | Director | 2003–2010 | Historical board role |
| SLM Corporation (Sallie Mae) | Director | 1997–2014 | Historical board role |
Board Governance
- Independence: Independent Trustee; EMF’s Board is ≥75% Independent and includes a Lead Independent Trustee (Edith E. Holiday) .
- Committee assignments: Audit Committee member; Audit Committee chaired by David W. Niemiec; all Audit Committee members are Independent per NYSE standards .
- Meeting cadence and attendance: FY ended Aug 31, 2024 had 5 Board meetings, 4 Audit Committee meetings, and 3 Nominating Committee meetings; each Trustee attended at least 75% of aggregate Board/committee meetings; no Trustees attended the last annual meeting (Mar 4, 2024) .
- Nominating & Corporate Governance Committee: Current members are Edith E. Holiday (Chair), J. Michael Luttig, and Larry D. Thompson; governance standards emphasize independence, time commitment, and conflict checks .
| Governance Item | Detail |
|---|---|
| Independence status | Independent Trustee; Audit Committee independence per NYSE |
| Lead Independent Trustee | Edith E. Holiday; supplemental retainer applies |
| Audit Committee role | Member; responsibilities include auditor oversight, internal control review |
| FY 2024 meeting counts | Board 5; Audit 4; Nominating 3 |
| Attendance rate (FY 2024) | At least 75% of aggregate Board/committee meetings |
| Annual meeting attendance (Mar 4, 2024) | None of the Trustees attended |
Fixed Compensation
- EMF applies a standardized independent trustee fee schedule across the Templeton investment companies; a portion is allocated to EMF.
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Trustees) | $220,000 | Effective Mar 1, 2023; allocated across funds |
| Regular Board meeting fee | $10,000 per meeting | Allocated portion to EMF |
| Special Board meeting fee | Paid as applicable | If specially called |
| Audit Committee annual retainer | Up to $10,000 | Allocated portion to EMF |
| Audit Committee meeting fee | $3,000 per meeting | Allocated portion to EMF |
| Audit Committee Chair retainer | $25,000 | Allocated portion to EMF |
| Lead Independent Trustee supplemental retainer | $50,000 | Allocated portion to EMF |
| Individual Compensation (Ann Torre Bates) | FY Ended Aug 31, 2024 | Calendar 2023 | Boards Served |
|---|---|---|---|
| Aggregate Compensation from EMF | $2,762.19 | — | — |
| Total Compensation from Franklin Templeton Fund Complex | — | $677,798 | 13 |
Policy alignment: Trustees must invest one-third of fees annually in Templeton funds until holdings reach ≥3x annual retainer + regular meeting fees; all current Board members are compliant .
Performance Compensation
- EMF’s independent trustees do not receive performance-based compensation (no RSUs/PSUs/options disclosed for trustees). Awards, if any, are cash-based fees as above; no TSR/EBITDA metrics or vesting schedules are specified for trustees in the proxy .
| Performance Metric | Disclosure | Terms |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed for trustees | Not applicable |
| Bonus/variable pay tied to targets | None disclosed | Not applicable |
| Clawbacks/change-in-control | None disclosed for trustees | Not applicable |
Other Directorships & Interlocks
| Entity | Relationship to EMF | Potential Interlock/Conflict Consideration |
|---|---|---|
| Ares Capital Corporation, Ares Strategic Income Fund, Ares Core Infrastructure Fund | Unaffiliated finance/investment companies | Nominating & Governance Charter requires explicit conflict evaluation for board memberships; committee monitors independence beyond 1940 Act letter-of-law |
| UNFI, Navient (former) | Unaffiliated operating companies | No EMF-related party linkage disclosed in proxy . |
- Related-party exposure: The 2025 DEF 14A contains no related-party transaction disclosure naming Ms. Bates; Audit Committee charter mandates review of related party matters and conflicts .
Expertise & Qualifications
- Financial leadership: Former CFO (NHP) and VP/Treasurer (US Airways); qualifies as financially literate under Audit Committee standards .
- Board experience: Multiple public company directorships across finance and consumer sectors .
- Audit governance: Longstanding EMF Audit Committee member across multiple years (2015, 2020, 2022, 2025), signaling continuity in oversight .
Equity Ownership
| Ownership Metric | Value | As Of | Notes |
|---|---|---|---|
| Dollar range of EMF equity held (Ann Torre Bates) | $10,001–$50,000 | Dec 16, 2024 | Based on NYSE closing price |
| Aggregate dollar range across Franklin Templeton fund complex | Over $100,000 | Dec 16, 2024 | Policy-driven holdings |
| Trustee/group ownership % | <1% as a group; no Trustee ≥1% | Dec 16, 2024 | Group ownership less than 1% of shares outstanding |
| EMF shares outstanding | 15,172,860 | Dec 16, 2024 | NYSE: EMF |
| Ownership policy compliance | Compliant | Current Board | One-third fee investment until ≥3x retainer + meeting fees |
- Pledging/hedging: No pledging/hedging disclosures for Ms. Bates in the proxy; trustees invest in fund shares under Board policy .
Governance Assessment
- Strengths: Independent status; deep finance background; multi-year Audit Committee service; formal ownership alignment policy; attendance threshold met; committee charters robust on independence, conflicts, and effectiveness .
- Potential risks/RED FLAGS:
- Annual meeting attendance optics: No Trustees attended the prior annual meeting (Mar 4, 2024), which may be perceived negatively by some investors despite meeting attendance thresholds .
- Overboarding considerations: Audit Committee charter flags constraints for members serving on >3 public company audit committees; same-complex boards count as one, but external boards (e.g., Ares) require Board determination they do not impair effectiveness .
- Interlocks/conflicts: Multiple external directorships in investment companies warrant ongoing independence/conflict monitoring per Nominating & Governance Charter .
- Net view: Governance structures and Ms. Bates’ finance expertise support board effectiveness. Lack of performance-linked director pay and an explicit ownership policy reduce misalignment risk. Continued monitoring of meeting engagement optics and external board load is advisable .