Edith E. Holiday
About Edith E. Holiday
Edith E. Holiday (born 1952) is Lead Independent Trustee of EMF, serving on the Board since 1996 and as Lead Independent Trustee since 2007. Her principal occupation is director/trustee of various companies and trusts; previously she served as Assistant to the President and Secretary of the Cabinet (1990–1993), General Counsel to the U.S. Treasury (1989–1990), and Counselor/Assistant Secretary for Public Affairs and Public Liaison at Treasury (1988–1989). She oversees 118 portfolios in the Franklin Templeton fund complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The White House | Assistant to the President and Secretary of the Cabinet | 1990–1993 | Senior policy coordination and interagency liaison |
| U.S. Department of the Treasury | General Counsel | 1989–1990 | Chief legal officer; oversight of legal affairs |
| U.S. Department of the Treasury | Counselor to the Secretary; Assistant Secretary for Public Affairs and Public Liaison | 1988–1989 | Public affairs and stakeholder engagement |
| World Bank Group | Officer/Senior Pension Investment Officer | 1977–1987 | Institutional investment oversight |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Hess Corporation | Director | 1993–present |
| Santander Holdings USA | Director | 2019–present |
| Santander Consumer USA Holdings, Inc. | Director (former) | 2016–2023 |
| Canadian National Railway | Director (former) | 2001–2021 |
| White Mountains Insurance Group, Ltd. | Director (former) | 2004–2021 |
| RTI International Metals, Inc. | Director (former) | 1999–2015 |
| H.J. Heinz Company | Director (former) | 1994–2013 |
Board Governance
- Lead Independent Trustee since 2007; Trustee since 1996.
- Nominating Committee Chair; committee members are all Independent Trustees (Holiday (Chair), J. Michael Luttig, Larry D. Thompson).
- Audit Committee members: David W. Niemiec (Chair), Ann Torre Bates, Terrence J. Checki, J. Michael Luttig, Constantine D. Tseretopoulos. Holiday is not listed as a member.
- FY ended Aug 31, 2024 meeting cadence: Board (5), Audit Committee (4), Nominating Committee (3); each Trustee attended at least 75% of Board and assigned committee meetings.
- Annual meeting attendance: No Trustees attended the March 4, 2024 annual meeting (engagement signal).
- Independence framework: Nominating Committee charter requires independence from the investment manager/service providers beyond 1940 Act requirements; evaluates conflicts and committee compositions.
- Risk oversight: Board and Audit Committee receive regular reports on audit, compliance, valuation, and investment risk; Audit Committee meets with internal audit.
Fixed Compensation
| Compensation Element | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Trustee) | $220,000 | As of March 1, 2023; a portion allocated to EMF |
| Per regularly scheduled Board meeting | $10,000 | Paid per meeting; portion allocated to EMF |
| Lead Independent Trustee supplemental retainer | $50,000 | For fund complex service; portion allocated to EMF |
| Audit Committee retainer (member) | Up to $10,000 | Portion allocated to EMF |
| Audit Committee meeting fee | $3,000 per meeting | Portion allocated to EMF |
| Audit Committee Chair retainer | $25,000 | Portion allocated to EMF |
| Reported Fee Summary (Holiday) | EMF FY 2024 | Fund Complex CY 2023 | Boards Served |
|---|---|---|---|
| Aggregate compensation received | $3,048.80 | $782,097 | 34 |
Board members must annually invest one-third of fees (excluding committee fees) in Templeton fund shares until holdings equal/exceed 3× annual retainer + regular Board meeting fees; all current Board members are compliant.
Performance Compensation
- The proxy describes trustee compensation as cash-based retainers and meeting fees; it does not disclose stock awards, option grants, or formulaic performance-based bonuses for trustees.
| Performance-Based Compensation Metrics (as disclosed) | Status | Source |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed for trustees | |
| Option awards | Not disclosed for trustees | |
| Target/actual bonus tied to metrics | Not disclosed for trustees | |
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed for trustee pay |
Other Directorships & Interlocks
| Company | Sector | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Hess Corporation | Oil & Gas | Director | External public issuer board; EMF Board independence maintained via 1940 Act policies |
| Santander Holdings USA | Financials | Director | External bank holding company board |
| Prior boards (CN, WTM, RTI, Heinz, SCUSA) | Multi-sector | Former director | Historical roles; reduced current time commitments |
Expertise & Qualifications
- Legal and government leadership: Former Assistant to the President/Secretary of the Cabinet and Treasury General Counsel; deep regulatory and governance experience.
- Institutional investment background from World Bank Group pension investment roles.
- Oversees 118 portfolios in the Franklin Templeton fund complex, indicating broad fund oversight experience.
Equity Ownership
| Holding | Holiday’s Reported Level | As-of Date/Context |
|---|---|---|
| EMF shares (dollar range) | $1–$10,000 | NYSE closing price basis as of Dec 16, 2024 |
| Aggregate dollar range across all Franklin Templeton U.S. registered funds | Over $100,000 | As of Dec 16, 2024 |
| Director ownership guideline | Invest one-third of fees annually until holdings ≥ 3× annual retainer + regular meeting fees | Policy revised May 2019; applies to Templeton funds |
| Compliance with guideline | Compliant (all current Board members) | Policy statement |
The Board’s policy counts investments in family names or controlled entities toward compliance; a 3-year phase-in applies to newly elected members.
Governance Assessment
- Strengths: Lead Independent Trustee and Nominating Committee Chair reinforce independence and board refreshment; the charter mandates robust independence screens and conflict review beyond 1940 Act requirements.
- Alignment: Required personal investment of fees into Templeton funds until 3× retainer threshold; Holiday reports “Over $100,000” aggregate fund complex holdings and is compliant with the guideline (via Board-wide compliance).
- Workload/Time commitment: Serves on 34 boards in the Franklin Templeton fund complex and oversees 118 portfolios; potential workload risk mitigated by committee specialization (not on Audit Committee).
- Engagement signals: All Trustees met at least the 75% attendance threshold, but none attended the March 4, 2024 annual meeting—flagging a shareholder engagement gap.
- Conflicts oversight: Audit Committee charter explicitly tasks the committee with reviewing potential conflict-of-interest and related party transactions; no specific related-party transactions are identified in the cited sections.
RED FLAGS
- No Trustee attendance at the 2024 annual meeting (engagement optics).
- EMF-specific ownership reported only as $1–$10,000; while policy ensures broader fund complex exposure, EMF alignment appears modest on a standalone basis.
Committee Assignments & Independence
- Nominating Committee Chair; committee comprised entirely of Independent Trustees.
- Not listed on the Audit Committee; Audit Committee includes five other trustees and reports annually on audit independence and quality.
- Independence affirmed via committee structures and policies; “Interested Trustees” are limited per the 1940 Act; remaining Trustees are Independent Trustees.