J. Michael Luttig
About J. Michael Luttig
Independent Trustee of Templeton Emerging Markets Fund (EMF), born 1954, serving since 2009, overseeing 118 portfolios across the Franklin Templeton fund complex. Core credentials include 15 years as a Federal Appeals Court Judge (U.S. Court of Appeals for the Fourth Circuit), 13 years as EVP and General Counsel at The Boeing Company, and current advisory role to The Coca-Cola Company’s CEO and Board. He is classified as an Independent Trustee under NYSE standards and EMF’s governance framework.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Court of Appeals for the Fourth Circuit | Federal Appeals Court Judge | 1991–2006 | Judicial leadership; governance and legal oversight experience |
| The Boeing Company | Executive Vice President, General Counsel; Member of Executive Council | 2006–2019 | Led global legal, compliance, and governance; enterprise risk oversight |
| The Boeing Company | Counselor and Senior Advisor to Chairman, CEO and Board | 2019–2020 | Strategic legal and governance advisory |
| Boeing Capital Corporation | Director | 2006–2010 | Oversight of aircraft financing subsidiary |
External Roles
| Organization | Role | Tenure | Relevance / Interlock Potential |
|---|---|---|---|
| The Coca-Cola Company | Counselor and Special Advisor to CEO and Board | 2021–present | Advisory capacity; no disclosed direct ties to EMF manager or service providers |
| Franklin Templeton fund complex | Oversees 118 portfolios | Current | Broad governance exposure across complex; independent status maintained |
Board Governance
- Committee memberships: Audit Committee member; Nominating and Corporate Governance Committee member. Not a chair (Audit Chair: David W. Niemiec; Nominating Chair: Edith E. Holiday).
- Independence: Classified as “independent” per NYSE listing standards; EMF boards are ≥75% Independent Trustees; Lead Independent Trustee is Edith E. Holiday.
- Attendance: In FY ended Aug 31, 2024, EMF held 5 Board meetings, 4 Audit Committee meetings, 3 Nominating Committee meetings; each Trustee attended ≥75% of aggregate Board and committee meetings. No Trustees attended the March 4, 2024 annual meeting; EMF has no formal policy on annual meeting attendance.
- Tenure: Trustee since 2009; oversees 118 portfolios in complex.
Fixed Compensation
| Component | Amount / Policy | Period | Notes |
|---|---|---|---|
| Annual retainer (Independent Trustees across Templeton complex) | $220,000 | As of Mar 1, 2023 (in force through FY2024) | Portion allocated to EMF; applies across Templeton investment companies |
| Regular Board meeting fee | $10,000 per scheduled meeting | FY2024 | Portion allocated to EMF; special meetings may also be compensated |
| Lead Independent supplemental retainer | $50,000 | Ongoing | Applies to Lead Independent Trustee (Holiday), not Luttig |
| Audit Committee membership retainer | Up to $10,000 per year | Ongoing | For Audit Committee members, including Luttig |
| Audit Committee meeting fee | $3,000 per meeting | Ongoing | For each Audit Committee meeting attended |
| Audit Committee Chair additional retainer | $25,000 per year | Ongoing | Not applicable to Luttig (Chair is Niemiec) |
| Aggregate compensation from EMF | $2,733.97 | FY ended Aug 31, 2024 | EMF fund-specific compensation |
| Total compensation from FT fund complex | $710,097 | Calendar year 2023 | Across Franklin Templeton fund complex; Luttig serves on 34 boards |
Performance Compensation
- No performance-linked components (bonuses, RSUs/PSUs, options) are disclosed for Independent Trustees; the proxy describes cash retainers and meeting-based fees only, with no bonus or equity awards listed for directors.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Boeing Capital Corporation | Director (2006–2010) | Historical; no evident current interlock with EMF service providers |
| The Coca-Cola Company | Counselor and Special Advisor (2021–present) | Advisory role; EMF invests broadly in emerging markets; no disclosed related-party transactions with EMF |
| The Boeing Company | Advisor (2019–2020); EVP & General Counsel (2006–2019) | Prior executive role; independence from EMF manager maintained |
Expertise & Qualifications
- Legal and governance expertise: Former Federal Appeals Court Judge; former Boeing EVP & General Counsel.
- Public company senior leadership: Boeing executive council membership; advisor roles to large-cap boards (Coca-Cola, Boeing).
- Audit Committee service requires financial literacy; EMF Audit Committee members must be independent and financially literate under charter.
Equity Ownership
| Holding | Value Range | As-of Date | Notes |
|---|---|---|---|
| EMF shares beneficially owned | $10,001–$50,000 | Dec 16, 2024 | Dollar range based on NYSE closing price on date |
| Aggregate holdings across Franklin Templeton funds | Over $100,000 | Dec 16, 2024 | Fund complex aggregate |
| Ownership guidelines | Must invest one-third of fees annually in Templeton funds until holdings ≥3x annual retainer + regular meeting fees; 3-year phase-in for new members | Policy revised May 2019 | All current Board members are compliant with this policy |
| Concentration thresholds | No nominee/Trustee owns ≥1% of EMF; Trustees and officers as a group own <1% | Dec 16, 2024 | Governance alignment indicates diversified ownership among trustees |
Governance Assessment
- Effectiveness: Long-tenured independent trustee with deep legal and governance background; active on Nominating and Audit Committees, supporting robust oversight of board composition, auditor independence, internal controls, and governance practices.
- Alignment: Required personal investment in Templeton funds and disclosed EMF holdings align incentives with shareholders; total complex compensation reflects broad service footprint across fund boards.
- Independence and conflicts: Classified as independent under NYSE standards; Nominating Committee charter emphasizes independence “in letter and spirit” and screens for conflicts with the manager and service providers; external advisory role at Coca-Cola is not a disclosed related-party transaction with EMF.
- Engagement: Attendance met ≥75% threshold across Board and committees in FY2024; however, no trustees attended the 2024 annual meeting and there is no formal attendance policy—an investor engagement watchpoint.
- Red flags: None material disclosed regarding related-party transactions, hedging/pledging, or performance pay. Monitor continued time commitments across 34 boards and external advisory roles for potential bandwidth constraints.