Constantine D. Tseretopoulos
About Constantine D. Tseretopoulos
Independent Trustee of EMF since 1999; born 1954. Background is medical and hospital leadership: Physician, Chief of Staff, owner and operator of Lyford Cay Hospital (1987–present); previously Cardiology Fellow (University of Maryland, 1985–1987) and Internal Medicine Resident (Greater Baltimore Medical Center, 1982–1985). Currently oversees 19 Franklin Templeton fund portfolios and holds no other public company directorships in the past five years; classified as an Independent Trustee under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lyford Cay Hospital | Founder, Chief of Staff, owner/operator | 1987–present | Executive medical leadership and operations |
| University of Maryland | Cardiology Fellow | 1985–1987 | Clinical training |
| Greater Baltimore Medical Center | Internal Medicine Resident | 1982–1985 | Clinical training |
| Various nonprofit organizations | Director | Not disclosed | Community/non-profit governance |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| None (public company directorships) | — | — | No other public boards disclosed |
Board Governance
- Committee assignments: Audit Committee member; current Audit Committee comprised of David W. Niemiec (Chair), Ann Torre Bates, Terrence J. Checki, J. Michael Luttig, and Constantine D. Tseretopoulos; all are Independent Trustees under NYSE standards.
- Independence: Identified as an Independent Trustee; remaining Trustees (other than two Interested Trustees related to Franklin Resources) are independent.
- Attendance and engagement: In FY2020, Board held 5 meetings, Audit Committee 6, Nominating Committee 2; each Trustee attended at least 75% of aggregate Board/committee meetings. No formal policy for annual meeting attendance; no Trustees attended the annual meeting on March 2, 2020.
- Risk oversight: Board receives regular risk reports; Audit Committee meets with internal audit on functions affecting the Fund; Audit Committee acts as QLCC under SEC attorney standards (confidential reporting procedures for material violations).
- Auditor oversight: Audit Committee recommended and Board approved PwC as independent auditors for FY2025 (selection approved October 22, 2024); PwC reports contained no adverse opinions; no tax or audit-related fees beyond audit fees disclosed.
Fixed Compensation
| Component | Amount | As-of/Period | Notes |
|---|---|---|---|
| Annual retainer (Independent Trustees across 12 investment companies) | $245,000 | As of Jan 1, 2018; disclosed in FY2021 proxy | Portion allocated to EMF |
| Per regularly scheduled Board meeting | $7,000 | FY2021 proxy (FY2020 activity) | Additional pay for specially called meetings as applicable |
| Audit Committee member retainer | $10,000 | FY2021 proxy | Plus $3,000 per Audit Committee meeting attended |
| Audit Committee Chair supplemental retainer | $15,000 (total $25,000 retainer) | FY2021 proxy | Chair role (Niemiec) receives additional |
| Lead Independent Trustee supplemental retainer | $50,000 | FY2021 proxy | Paid to Lead Independent Trustee (Holiday); portion allocated to EMF |
| Expense reimbursement | Actuals | FY2021 proxy | For Board meeting-related expenses |
The compensation structure is cash-based (retainer and meeting fees) with amounts allocated across multiple Franklin Templeton funds; officers and Interested Trustees are not compensated by the Fund.
Performance Compensation
| Performance Metric | Use in Trustee Compensation | Evidence |
|---|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed | Trustee compensation discussion describes cash retainers and meeting fees; no equity awards referenced |
| Options/strike/vesting | Not disclosed | No option awards referenced |
| Bonus tied to metrics (EBITDA/TSR/ESG) | Not disclosed | No performance-based bonuses referenced |
No change-of-control, clawback, tax gross-ups, or severance provisions are disclosed for Trustees; compensation appears fixed and not performance-linked.
Other Directorships & Interlocks
| Entity | Relationship | Overlap/Interlock | Notes |
|---|---|---|---|
| None (last five years) | — | — | No external public company boards disclosed; reduces interlock/conflict risk |
Expertise & Qualifications
- Hospital founder/executive and physician; brings operational leadership and healthcare governance experience to the Board.
- Long-tenured fund governance across Franklin Templeton complex (oversees 19 portfolios as of 2025); prior oversight count 24 in 2019, indicating broad fund governance exposure.
- Audit Committee experience; participates in auditor selection and financial reporting oversight; committee serves as QLCC, enhancing legal/compliance rigor.
Equity Ownership
| Metric | As of Dec 12, 2022 | As of Dec 16, 2024 |
|---|---|---|
| EMF Fund ownership (dollar range) | None | None |
| Aggregate ownership across Franklin Templeton U.S.-registered funds (dollar range) | Over $100,000 | Over $100,000 |
Dollar ranges are based on NYSE closing prices on the respective dates.
Governance Assessment
- Strengths: Independent Trustee with multi-decade tenure; active Audit Committee member under an independence-focused charter and QLCC framework; Board demonstrates structured risk oversight and auditor independence (PwC selected; no adverse opinions).
- Alignment: Holds no EMF shares directly (dollar range “None”) while maintaining significant aggregate holdings across the Franklin Templeton complex (“Over $100,000”), suggesting alignment to the broader complex but limited direct EMF exposure; investors may prefer higher EMF-specific skin-in-the-game.
- Engagement: FY2020 attendance at least 75% across Board/committee meetings meets governance thresholds; absence from the 2020 annual meeting (alongside all Trustees) may be viewed as a neutral-to-cautious engagement signal, balanced by consistent committee participation.
- Conflicts/Related-party exposure: No personal related-party transactions or external public boards disclosed; independence affirmed; two other Trustees are “Interested” via Franklin Resources relationships, but he is not among them.
- RED FLAGS: None evident regarding pledging, hedging, or related-party transactions; primary watch item is the absence of EMF-specific share ownership, which can be viewed as a modest alignment gap.