Harris J. Ashton
About Harris J. Ashton
Independent Trustee of Templeton Emerging Markets Fund (NYSE: EMF). Year of birth: 1932. Trustee since 1992; oversees 118 portfolios within the Franklin Templeton fund complex. Former CEO/Chairman of NYSE-listed public corporations, including General Host Corporation. Other past roles include Director, RBC Holdings, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Host Corporation | President, Chief Executive Officer, Chairman | Until 1998 | Led NYSE-listed public corporation; CEO experience cited by the fund as a core board qualification |
| RBC Holdings, Inc. | Director | Until 2002 | Board experience in financial services (bank holding company) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bar-S Foods | Director | 1981–2010 | Meat packing company (private); long-tenured directorship |
Board Governance
- Status: Independent Trustee; not an “interested person” under the 1940 Act. Lead Independent Trustee is Edith E. Holiday (Lead Independent since 2007) .
- Committee assignments: Not listed on the Audit Committee (members: David W. Niemiec—Chair, Ann Torre Bates, Terrence J. Checki, J. Michael Luttig, Constantine D. Tseretopoulos) and not listed on the Nominating Committee (members: Edith E. Holiday—Chair, J. Michael Luttig, Larry D. Thompson) .
- Attendance and engagement: In FY ended Aug 31, 2024, the Board met 5 times; each Trustee attended at least 75% of aggregate Board and committee meetings on which they served. No Trustees attended the March 4, 2024 annual meeting (no formal policy requiring attendance) .
- Board leadership and process: 75% or more of the Board are Independent Trustees; Chairman is an Interested Trustee. The Lead Independent Trustee presides over separate Independent Trustee sessions before each scheduled Board meeting and coordinates agendas with independent counsel and management .
Fixed Compensation
| Component | Amount/Detail | Notes |
|---|---|---|
| Annual retainer (Independent Trustees) | $220,000 | Effective as of March 1, 2023; allocated across multiple funds in complex |
| Regular Board meeting fee | $10,000 per meeting | Portion allocated to EMF; special-meeting compensation possible |
| Lead Independent supplemental retainer | $50,000 | Paid to Lead Independent Trustee; allocated across funds |
| Audit Committee retainer | Up to $10,000 annually | Plus $3,000 per Audit Committee meeting; Chair receives additional $25,000 |
| Pension/retirement benefits | None accrued as Fund expenses | Independent Trustees reimbursed for meeting expenses |
| Harris J. Ashton—Aggregate Compensation from EMF | $2,573.31 | For fiscal year ended Aug 31, 2024 |
| Harris J. Ashton—Total Compensation from FT Fund Complex | $650,849 | For calendar year ended Dec 31, 2023 |
| Number of Boards (FT Fund Complex) | 34 | As of reporting in compensation table |
Performance Compensation
- No performance-based pay elements (bonuses, RSUs/PSUs, options, performance metrics) are described for Independent Trustees; compensation consists of retainers and meeting/committee fees allocated across funds in the complex .
Alignment policy metrics (Board-level investment requirement):
| Metric | Requirement | Status/Notes |
|---|---|---|
| Required investment of fees | 1/3 of director fees invested annually in Templeton funds | Policy adopted Feb 1998; revised May 2019 |
| Ownership threshold | ≥3x annual retainer and regular Board meeting fees | Applies after phase-in for new members; includes family/entity holdings |
| Compliance | All current Board members (including nominees) compliant | As disclosed in proxy |
Other Directorships & Interlocks
| Company | Role | Timeframe | Potential Interlock Notes |
|---|---|---|---|
| Templeton Emerging Markets Fund (EMF) | Independent Trustee | Since 1992 | Oversees 118 portfolios in FT complex |
| Bar-S Foods | Director | 1981–2010 | Private company; no disclosed issuer interlocks |
| RBC Holdings, Inc. | Director | Until 2002 | Bank holding company; historical role |
Concentrated EMF holders: City of London Investment Group PLC reported 25.7% beneficial ownership; 1607 Capital Partners 6.84%; Allspring 6.72% (as of Dec 16, 2024). Concentrated CEF holders may heighten governance scrutiny and engagement with Independent Trustees .
Expertise & Qualifications
- Former President, CEO, and Chairman of General Host Corporation; the Board highlights his experience as a former CEO of NYSE-listed public corporations as a key qualification .
- Long-tenured closed-end fund governance experience within Franklin Templeton (Trustee since 1992; oversight of 118 portfolios), providing extensive familiarity with fund operations and emerging markets oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership in EMF | Dollar range: $1–$10,000 (based on NYSE close, Dec 16, 2024) |
| Aggregate holdings across FT fund complex | Over $100,000 |
| Ownership as % of EMF outstanding | Less than 1%; no nominee or Trustee owned ≥1% (as of Dec 16, 2024) |
| Shares outstanding (context) | 15,172,860 EMF shares outstanding (as of Dec 16, 2024) |
| Ownership policy compliance | Board members (including nominees) compliant with investment policy (1/3 fees until 3x threshold) |
Governance Assessment
- Independence and tenure: Ashton is an Independent Trustee serving since 1992 (very long tenure), which provides deep continuity but may raise perceived independence concerns for some investors solely due to tenure length. Fact base: Independent; Trustee since 1992; oversees 118 portfolios .
- Committee influence: Not currently listed on the Audit Committee or Nominating Committee, indicating limited formal committee influence versus peers who chair or serve on those committees .
- Attendance and engagement: Met the ≥75% attendance threshold in FY2024; however, no Trustees attended the 2024 annual meeting (no policy requiring attendance), which some holders view as a missed engagement signal for CEFs .
- Pay and alignment: Compensation is retainer/meeting-fee based and allocated across multiple FT funds; his total complex fees were $650,849 (CY2023) with $2,573.31 allocated to EMF (FY2024). A formal ownership policy requires ongoing investment of 1/3 of fees until a 3x retainer threshold is met; Board reports full compliance—an alignment-positive feature .
- Ownership: Holds $1–$10,000 in EMF shares and over $100,000 across FT funds; no trustees own ≥1% of EMF, and the fund has significant institutional/CEF-specialist holders (e.g., City of London at 25.7%), which may increase governance focus on discount management and board effectiveness .
- Conflicts/related-party: None disclosed for Ashton. Interested Trustees are limited (Rupert H. Johnson, Jr.; Gregory E. Johnson) and family relationships among them are disclosed; remaining Trustees, including Ashton, are Independent .
RED FLAGS to monitor
- Very long tenure (since 1992) may draw scrutiny on independence refreshment, especially amid concentrated CEF holders .
- Not serving on key committees (Audit/Nominating) reduces formal governance leverage relative to peers on those committees .
- No Trustees attended the 2024 annual meeting—neutral by policy but often viewed unfavorably by some governance-focused investors .