Rupert H. Johnson, Jr.
About Rupert H. Johnson, Jr.
Rupert H. Johnson, Jr. (born 1940) serves as an Interested Trustee of Templeton Emerging Markets Fund (EMF) and has been on the Board since 2013. He is Vice Chairman and Director of Franklin Resources, Inc. (NYSE: BEN), a principal stockholder of which he beneficially owned approximately 20% as of August 31, 2024; he is also a Director of Franklin Advisers, Inc., and an officer/director or trustee of certain Franklin Resources subsidiaries and funds in the Franklin Templeton complex . He oversees 118 portfolios within the Franklin Templeton fund complex and is the uncle of Gregory E. Johnson, EMF’s Chairman, Vice President and Trustee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Franklin Resources, Inc. | Director (Vice Chairman) | Principal occupation during at least past 5 years | Executive leadership of parent company to EMF’s manager; significant ownership (~20%) |
| Franklin Advisers, Inc. | Director | Principal occupation during at least past 5 years | Affiliated adviser within Franklin Templeton complex |
| Franklin Templeton subsidiaries and certain funds | Officer and/or director/trustee | Principal occupation during at least past 5 years | Oversees 118 portfolios in complex |
External Roles
| Category | Details |
|---|---|
| Other public company directorships (past 5 years) | None |
Board Governance
- Status: Interested Trustee due to positions and major shareholder status at Franklin Resources (parent of EMF’s investment manager); also familial relation (uncle of Gregory E. Johnson) .
- Committee assignments: EMF’s Audit Committee and Nominating & Corporate Governance Committee are comprised entirely of Independent Trustees; Johnson is not a member of these committees .
- Board composition/leadership: ≥75% Independent Trustees; Lead Independent Trustee is Edith E. Holiday (Lead since 2007) .
- Attendance: In FY ended Aug 31, 2024, there were 5 Board meetings, 4 Audit Committee meetings, and 3 Nominating Committee meetings; each Trustee attended at least 75% of aggregate meetings. No Trustees attended the March 4, 2024 annual shareholder meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | Interested Trustees are not compensated by the Fund; salaries/expenses are paid by the Investment Manager or affiliates |
| Meeting fees | $0 | Not payable to Interested Trustees |
| Committee fees | $0 | Not payable to Interested Trustees |
| Pension/retirement benefits | $0 | No pension or retirement benefits accrued as Fund expenses |
Performance Compensation
- No performance-based compensation (bonuses, PSUs/RSUs, options) is disclosed for Trustees; EMF compensates Independent Trustees via retainers and meeting fees, and Interested Trustees receive no Fund compensation .
Other Directorships & Interlocks
| Relationship | Description |
|---|---|
| Affiliation with BEN (Franklin Resources) | Vice Chairman/Director; beneficial owner of ~20% as of Aug 31, 2024 |
| Fund complex oversight | Oversees 118 portfolios in Franklin Templeton complex |
| Family interlock | Uncle of Gregory E. Johnson (EMF Chairman, Vice President, Trustee) |
| Service provider affiliations | EMF’s Investment Manager (Templeton Asset Management Ltd.), Sub-Adviser (FTIML), Administrator (FT Services) are wholly owned/affiliated subsidiaries of Franklin Resources |
Expertise & Qualifications
- Long-tenured executive and board experience within Franklin Templeton; portfolio oversight across 118 funds .
- Governance structure includes majority-independent board and a Lead Independent Trustee with dedicated executive sessions prior to each scheduled meeting .
Equity Ownership
| Metric | Value |
|---|---|
| Dollar range of EMF equity held by Johnson | None |
| Aggregate dollar range of equity across all Franklin Templeton U.S. registered funds held by Johnson | Over $100,000 |
| Ownership by Trustees/officers as a group (EMF outstanding shares) | <1% |
| Director investment policy | Board requires members to invest one-third of fees annually in Templeton funds until holdings ≥3× retainer and meeting fees; current Board (including nominees) is compliant |
Governance Assessment
- Red flags:
- Interested Trustee with significant economic ties to the Fund’s affiliated manager and service providers via Franklin Resources; potential for conflicts of interest .
- Familial relationship with EMF’s Chairman (Gregory E. Johnson), raising independence concerns at the top of governance structure .
- No personal EMF share ownership disclosed (dollar range “None”)—weak alignment with EMF-specific shareholder outcomes despite broader fund complex holdings .
- No Trustees attended the 2024 annual shareholder meeting, a potential engagement signal to monitor .
- Mitigants:
- Board is majority independent with an active Lead Independent Trustee and fully independent Audit and Nominating Committees .
- Attendance threshold met: each Trustee attended at least 75% of Board/committee meetings in FY2024 .
- Audit oversight and charters detail independence and controls, including QLCC designation and comprehensive pre-approval regimes .
- Implications for investor confidence:
- The concentration of authority and economic interests at Franklin Resources (including Johnson’s ~20% stake and executive role) combined with family ties warrants close scrutiny of related-party dynamics, contract renewals, fee structures, and Board decision-making on matters affecting manager oversight .
- Strong independent committee structures partially offset conflicts risk; however, lack of EMF share ownership by Johnson reduces fund-specific alignment and is a watch item for activists or governance-focused investors .