Edith Holiday
About Edith E. Holiday
Edith E. Holiday (born 1952) serves as Lead Independent Trustee of Franklin Universal Trust (NYSE: FT), having been a Trustee since 2004 and Lead Independent Trustee since 2019. Her background spans senior U.S. government legal roles, including Assistant to the President and Secretary of the Cabinet (1990–1993), General Counsel of the U.S. Treasury (1989–1990), and Counselor roles at Treasury (1988–1989), bringing deep policy, legal, and governance expertise to the board . She is classified as “independent” under NYSE listing standards and serves on the Audit Committee and the Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Executive Office of the President (U.S.) | Assistant to the President; Secretary of the Cabinet | 1990–1993 | White House cabinet coordination and governance |
| U.S. Department of the Treasury | General Counsel | 1989–1990 | Chief legal officer; oversight of Treasury legal matters |
| U.S. Department of the Treasury | Counselor to the Secretary; Assistant Secretary for Public Affairs & Public Liaison | 1988–1989 | Public affairs and stakeholder engagement |
External Roles
| Company | Role | Tenure |
|---|---|---|
| Hess Corporation | Director | 1993–present |
| Santander Holdings USA | Director | 2019–present |
| Santander Consumer USA Holdings, Inc. | Director | 2016–2023 |
| Canadian National Railway | Director | 2001–2021 |
| White Mountains Insurance Group, Ltd. | Director | 2004–2021 |
| RTI International Metals, Inc. | Director | 1999–2015 |
| H.J. Heinz Company | Director | 1994–2013 |
Board Governance
| Item | Detail |
|---|---|
| Board role | Lead Independent Trustee (since 2019); Trustee since 2004 |
| Independence | Independent under NYSE listing standards |
| Committees | Audit Committee member ; Nominating Committee member |
| Audit Committee chair | Terrence J. Checki (Holiday is member) |
| Meetings held (FY ended Aug 31, 2024) | Board: 8 regular + 1 special; Audit: 10 (incl. 2 joint); Nominating: 1 |
| Attendance | Each current Trustee attended at least 75% of Board and committee meetings served (FY ended Aug 31, 2024) |
| Annual meeting attendance policy | No formal policy; none of the Trustees attended March 7, 2024 Annual Shareholders’ Meeting |
Fixed Compensation
| Component | Amount | Notes/Period |
|---|---|---|
| Independent Trustee annual retainer (fund complex) | $304,000 | Paid for service across Franklin Templeton funds; portion allocated to FT |
| Per Board meeting fee | $7,000 | Regular meetings; special meetings may also be paid |
| Lead Independent supplemental retainer | $50,000 | Annual; portion allocated to FT |
| Audit Committee member retainer | $10,000 | Annual; portion allocated to FT |
| Audit Committee meeting fee | $3,000 | Per committee meeting |
| Audit Committee chair fee | $50,000 | In lieu of member retainer (applies to chair; Holiday is not chair) |
| Aggregate compensation from FT | $302 | FY ended Aug 31, 2024 |
| Total compensation from Franklin Templeton fund complex | $782,097 | Calendar year ended Dec 31, 2024 |
| Boards within Franklin Templeton fund complex served | 34 | Calendar year 2024 |
Performance Compensation
| Performance-linked element | Detail |
|---|---|
| None disclosed for Independent Trustees | No RSUs/PSUs/options or performance metrics tied to director compensation disclosed for FT’s Trustees |
Other Directorships & Interlocks
| Potential interlock/overlap | Observation |
|---|---|
| External boards (Hess; Santander Holdings USA, etc.) | Holiday serves on boards of an energy company and a bank holding company; no related-party transactions with FT disclosed in proxy |
| Multi-board service | Serves on 34 fund complex boards; NYSE rule in Audit Committee charter requires board to assess audit committee members serving >3 public company audit committees (multi-board service in same complex counts as one) |
Expertise & Qualifications
- Legal and policy leadership: Former U.S. Treasury General Counsel; Assistant to the President and Secretary of the Cabinet—strong regulatory, compliance, and governance oversight experience .
- Financial literacy: Audit Committee requires members to be financially literate; at least one “audit committee financial expert” on the committee, per charter—committee fully independent under Rule 10A-3 .
- Lead Independent Trustee role: Provides independent leadership and oversight of management and service providers .
Equity Ownership
| Item | Value |
|---|---|
| Dollar range of FT equity securities owned (as of Jan 10, 2025) | None |
| Aggregate dollar range in all Franklin Templeton funds overseen | Over $100,000 |
| Shares outstanding (FT) | 25,131,894 (as of Jan 10, 2025) |
| Trustee group ownership | Officers and Trustees as a group owned <1% of outstanding shares; no Trustee owned ≥1% |
| Stock ownership guideline (fund complex) | Required to invest one-third of fees (excluding committee fees) in Templeton funds and one-third in Franklin funds until holdings equal ≥5x annual retainer + regular meeting fees; 3-year phase-in for new members; family/entity holdings count |
Governance Assessment
-
Strengths:
- Independence and leadership: Holiday is Lead Independent Trustee and Audit/Nominating Committee member; Audit Committee independence affirmed and charter robust (oversight of auditor independence, risk, internal controls, QLCC) .
- Engagement: At least 75% attendance across Board and committee meetings for FY2024; Board schedules frequent meetings (eight regular + one special) and rigorous audit oversight (ten meetings) .
- Ownership alignment policy: Strong guideline mandating meaningful investments across Franklin Templeton funds (≥5x retainer+meeting fees over time) .
-
Concerns/Watch items:
- RED FLAG: No Trustee attended the March 7, 2024 Annual Shareholders’ Meeting—optics of shareholder engagement could be improved .
- Alignment nuance: Holiday reported “None” for FT-specific holdings despite aggregate fund complex holdings >$100,000; while guideline focuses on complex-wide holdings, lack of FT-specific ownership may be viewed as weaker alignment with FT shareholders .
- Capacity risk: Service on 34 fund complex boards necessitates discipline to avoid oversight dilution; charter includes safeguard requiring board assessment when audit committee members serve on >3 public company audit committees (with complex boards counted as one), but ongoing monitoring is prudent .
- Related-party exposure: None identified for Holiday; Audit Committee explicitly reviews related-party transactions and auditor independence—continue oversight as non-audit services to adviser affiliates were material ($255,834 FY2024; $133,089 FY2023) though committee deemed independence maintained .
-
Net view: Holiday brings seasoned governance and legal expertise and independent leadership to FT. Improvements in shareholder meeting attendance and transparency on FT-specific ownership would strengthen investor confidence further .