Gregory E. Johnson
About Gregory E. Johnson
Gregory E. Johnson (born 1961) is Chairman of the Board, Vice President and Trustee of Templeton Emerging Markets Fund (EMF) and has served as a Trustee since 2007; he became Chairman and Vice President in 2023 . He is Executive Chairman, Chairman of the Board and Director of Franklin Resources, Inc. (NYSE: BEN), parent of EMF’s investment manager; he previously served as Franklin Resources’ CEO (2013–2020) and President (1994–2015), and is Vice Chairman of the Investment Company Institute . Mr. Johnson is an “Interested Trustee” due to his roles and shareholdings at Franklin Resources and is the nephew of fellow Interested Trustee Rupert H. Johnson, Jr.; EMF’s Board is majority independent and utilizes a Lead Independent Trustee structure to mitigate independence concerns tied to his dual role .
Past Roles
| Organization | Role | Years | Strategic impact/context |
|---|---|---|---|
| Franklin Resources, Inc. | Chief Executive Officer | 2013–2020 | Led the parent of EMF’s investment manager (Resources is parent of Templeton Asset Management Ltd.) |
| Franklin Resources, Inc. | President | 1994–2015 | Senior leadership of global investment management organization |
| Templeton Emerging Markets Fund | Trustee | Since 2007 | Board oversight of EMF |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Franklin Resources, Inc. (BEN) | Executive Chairman, Chairman of the Board, Director | Current | Parent of EMF’s manager; affiliation drives “Interested Trustee” status |
| Investment Company Institute | Vice Chairman | Current | Industry association leadership |
Fixed Compensation
EMF does not pay compensation to Interested Trustees (including Mr. Johnson). Salaries and expenses of officers and Interested Trustees are paid by the investment manager or its affiliates .
| Component (FY 2024 EMF) | Amount/Status | Notes |
|---|---|---|
| Base salary/retainer from EMF | $0 | Interested Trustees are not compensated by the Fund |
| Meeting fees from EMF | N/A | Applies to Independent Trustees only |
| Pension/retirement (EMF expense) | None | No pension/retirement benefits accrued as Fund expenses |
Performance Compensation
EMF does not operate executive incentive programs for Interested Trustees; no bonuses, stock or option awards are paid by EMF to Mr. Johnson. Compensation economics for Mr. Johnson reside at Franklin Resources, not at the Fund .
| Incentive element | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Bonus (EMF) | N/A | N/A | N/A | N/A | N/A |
| RSUs/PSUs (EMF) | N/A | N/A | N/A | N/A | N/A |
| Options (EMF) | N/A | N/A | N/A | N/A | N/A |
No performance metric framework (TSR, revenue, EBITDA, ESG, etc.) is disclosed at the EMF level for Mr. Johnson; EMF’s proxy focuses on trustee oversight and independent trustee compensation .
Equity Ownership & Alignment
| Item | Value | As-of |
|---|---|---|
| Beneficial ownership in EMF (dollar range) | None | December 16, 2024 |
| Aggregate dollar range of holdings across Franklin Templeton U.S. registered funds | Over $100,000 | December 16, 2024 |
| Trustees and officers (group) ownership of EMF | <1% of outstanding shares | December 16, 2024 |
Ownership/holding policies and independence context:
- Board investment policy: each Board member must annually invest one-third of Board fees in Franklin Templeton funds until holdings equal or exceed 3× annual retainer and regular meeting fees; all current Board members are compliant. Note: Interested Trustees receive no Fund fees; policy compliance is stated as to all current members .
- EMF share ownership concentration: No nominee or Trustee owned ≥1% of EMF; principal outside holders include City of London Investment Group (25.7%) and others as disclosed .
Implications:
- Mr. Johnson’s direct EMF ownership is “None,” indicating limited direct alignment to EMF’s market price and minimal insider selling pressure from his personal EMF holdings .
Employment Terms
| Term | Disclosure |
|---|---|
| Appointment/term | Officers are appointed by the Trustees and serve at the pleasure of the Board |
| Employment contract/severance/CoC | Not disclosed at EMF level (officer compensation/agreements borne by the advisor/affiliates, not the Fund) |
| Non-compete/solicit, garden leave | Not disclosed at EMF level |
Board Governance (Service, Committees, Independence)
- Roles at EMF: Chairman of the Board and Vice President (since 2023), Trustee (since 2007) .
- Independence: “Interested Trustee” due to Franklin Resources roles and shareholdings; family relationship—Rupert H. Johnson, Jr. is his uncle .
- Board structure: ≥75% Independent Trustees; Lead Independent Trustee (Edith E. Holiday) to enhance independent oversight despite an Interested Chairman .
- Committee composition: Audit Committee (Chair: David W. Niemiec) and Nominating and Corporate Governance Committee comprise only Independent Trustees; Mr. Johnson does not serve on these committees .
- Meeting cadence and attendance: In FY ended Aug 31, 2024, the Board met 5 times; each Trustee then in office attended ≥75% of Board and committee meetings .
Director Compensation (Context)
- Independent Trustees are paid an annual retainer of $220,000 plus $10,000 per regularly scheduled Board meeting; additional retainers apply for Lead Independent Trustee ($50,000) and Audit Committee roles; amounts are allocated across funds in the complex .
- Interested Trustees (including Mr. Johnson) receive no compensation from EMF; salaries/expenses are paid by the investment manager or affiliates .
Related Party, Conflicts, and Controls
- Affiliation: Franklin Resources (BEN) is the parent of EMF’s investment manager and key service providers; Mr. Johnson is Executive Chairman of BEN, making him an Interested Trustee .
- Governance mitigants: Majority independent board, independent-only key committees, and Lead Independent Trustee structure .
Investment Implications
- Pay-for-performance alignment at EMF is limited: Mr. Johnson receives no EMF compensation, bonuses, or equity from the Fund; incentive alignment for him operates at Franklin Resources, not EMF, reducing direct fund-level compensation levers for investors to analyze .
- Insider-selling pressure appears low: His EMF beneficial ownership is “None,” and Trustees/officers as a group own <1% of shares, limiting near-term supply risk from insider sales tied to Mr. Johnson .
- Dual-role and independence: Mr. Johnson’s Interested Chairman status and family relationship with a second Interested Trustee warrant governance attention; mitigants include a majority independent board, independent-only Audit and Nominating committees, and a Lead Independent Trustee .
- Retention/continuity: EMF relies on Franklin Templeton affiliates for management; officer compensation and employment arrangements are at the advisor level, implying EMF-level retention risk is primarily tied to the parent organization’s leadership stability rather than Fund-specific employment terms .