Larry D. Thompson
About Larry D. Thompson
Larry D. Thompson (year of birth 1945) is an Independent Trustee of Templeton Emerging Markets Fund (EMF), serving since 2005. He brings extensive legal and compliance credentials, including service as U.S. Deputy Attorney General (2001–2003), senior legal leadership roles at PepsiCo, and experience as Independent Compliance Monitor and Auditor for Volkswagen AG. He currently serves as Counsel at Finch McCranie, LLP and as the John A. Sibley Professor of Corporate and Business Law at the University of Georgia School of Law. He oversees 118 portfolios across the Franklin Templeton fund complex.
Past Roles
| Organization | Role | Tenure |
|---|---|---|
| U.S. Department of Justice | Deputy Attorney General | 2001–2003 |
| PepsiCo, Inc. | Executive Vice President—Government Affairs, General Counsel and Corporate Secretary | 2012–2014 |
| PepsiCo, Inc. | Senior Vice President—Government Affairs, General Counsel and Secretary | 2004–2011 |
| Volkswagen AG | Independent Compliance Monitor and Auditor | 2017–2020 |
| The Brookings Institution | Senior Fellow | 2003–2004 |
| University of Georgia School of Law | Visiting Professor | 2004 |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Finch McCranie, LLP | Counsel | 2015–present |
| University of Georgia School of Law | John A. Sibley Professor of Corporate and Business Law | 2015–present (previously 2011–2012) |
Board Governance
- Independence: Thompson is an Independent Trustee (not an “interested person”), grouped under Independent Trustees in EMF’s proxy.
- Committee assignments: Member, Nominating and Corporate Governance Committee (with Edith E. Holiday, Chair, and J. Michael Luttig).
- Audit Committee membership: Not a member; Audit Committee currently includes David W. Niemiec (Chair), Ann Torre Bates, Terrence J. Checki, J. Michael Luttig and Constantine D. Tseretopoulos.
- Attendance and engagement: In FY ended Aug 31, 2024, the Board held 5 meetings, the Audit Committee held 4, and the Nominating Committee held 3; each Trustee attended at least 75% of Board and committee meetings on which they served. The Fund has no formal policy on annual meeting attendance, and no Trustees attended the March 4, 2024 annual meeting.
- Lead Independent Trustee: Edith E. Holiday (Trustee since 1996; Lead Independent Trustee since 2007).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Trustees; complex-wide) | $220,000 | Effective March 1, 2023; portion allocated to EMF. |
| Regular Board meeting fee | $10,000 per meeting | Portion allocated to EMF; special meeting fees may be paid if held. |
| Lead Independent Trustee supplemental retainer | $50,000 per year | Portion allocated to EMF. |
| Audit Committee membership retainer | Up to $10,000 per year | Plus $3,000 per Audit Committee meeting. |
| Audit Committee Chair additional retainer | $25,000 per year | Portion allocated to EMF. |
| Individual Compensation (FY/Calendar) | EMF Aggregate Compensation | Franklin Templeton Fund Complex Total Compensation | Boards within FT Fund Complex |
|---|---|---|---|
| Larry D. Thompson (FY ended Aug 31, 2024 / CY ended Dec 31, 2023) | $2,573.31 | $692,097 | 34 |
Performance Compensation
| Element | Detail | Status |
|---|---|---|
| Equity/Option grants | Not disclosed for Trustees; proxy describes cash retainers and meeting fees. | No stock or option awards disclosed. |
| Mandatory ownership policy | Each Board member must invest annually one-third of fees received for Templeton fund directorships (excluding committee fees) into Templeton fund shares until holdings equal/exceed three times annual retainer plus regular Board meeting fees. | All current Board members, including nominees, are compliant. |
Other Directorships & Interlocks
| Company | Sector | Role | Tenure |
|---|---|---|---|
| Graham Holdings Company | Education & media | Director | 2011–2021 |
| The Southern Company | Energy | Director | 2014–2020; previously 2010–2012 |
| Cbeyond, Inc. | Business communications | Director | 2010–2012 |
Expertise & Qualifications
- Legal and regulatory leadership: Former U.S. Deputy Attorney General and senior corporate legal executive, with deep compliance oversight in public and government settings.
- Corporate governance: Nominating and Corporate Governance Committee member; experience across 118 portfolios contributes to oversight breadth.
- Academic and compliance expertise: Law professorship and independent compliance monitor role at Volkswagen AG highlight governance rigor and remediation experience.
Equity Ownership
| Metric | Value |
|---|---|
| Dollar range of EMF equity owned | $10,001–$50,000 |
| Aggregate dollar range of equity across Franklin Templeton fund complex | Over $100,000 |
| Individual ownership as % of EMF outstanding shares | <1% (no nominee or Trustee owned ≥1%) |
| EMF shares outstanding (for context) | 15,172,860 (as of Dec 16, 2024) |
Governance Assessment
- Strengths: Independent status; substantial legal/compliance credentials (including Deputy AG and corporate GC) and service as compliance monitor, which are valuable for risk oversight and board effectiveness.
- Engagement: Attendance met the ≥75% threshold; however, the proxy notes no Trustees attended the March 4, 2024 annual meeting, which is a potential investor-relations engagement gap.
- Workload and potential capacity risk: Thompson serves on 34 boards across the Franklin Templeton fund complex, indicating heavy commitments that could constrain bandwidth—monitor for sustained attendance and committee activity.
- Committee influence: Active on Nominating and Corporate Governance; not on Audit Committee—his legal/compliance background is leveraged in nominations and governance, while audit oversight is handled by others.
- Alignment: Mandatory investment policy and disclosed EMF holdings support skin-in-the-game, though holdings are within a dollar range and not tied to specific performance metrics (no performance-based pay disclosed for Trustees).
RED FLAGS to monitor: Non-attendance at annual meeting (proxy notes none attended), and the breadth of multi-board service (34 boards) which may pose engagement capacity risks.