Gregory Johnson

About Gregory Johnson

Gregory E. Johnson (born 1961) serves as Chairman of the Board and Trustee of Franklin Universal Trust (FT), having been Chairman since January 2023 and a Trustee since 2013 . He is considered an “Interested Trustee” under the Investment Company Act due to his executive roles at Franklin Resources, Inc. (NYSE: BEN) (the parent of FT’s manager), and he is the nephew of Trustee Rupert H. Johnson, Jr. . Johnson’s principal occupation over the past 5 years includes Executive Chairman/Chairman of the Board and Director of Franklin Resources; previously Chief Executive Officer (2013–2020) and President (1994–2015) of Franklin Resources . FT’s proxy does not disclose TSR, revenue growth, or EBITDA growth metrics tied to Johnson at the Fund level; his performance track record is described via senior leadership roles at Franklin Resources rather than FT-specific operating metrics .

Past Roles

External Roles

Fixed Compensation

FT does not disclose base salary or bonus for Johnson. The proxy details compensation for Independent Trustees (not Johnson), including: annual retainer of $304,000, $7,000 per regular board meeting, $10,000 annual Audit Committee retainer and $3,000 per meeting, with $50,000 supplemental retainer for the Lead Independent Trustee and $50,000 per year for the Audit Committee chair (in lieu of member retainer); officers’ salaries/expenses are paid by the Investment Manager or affiliates, and no pension/retirement benefits are accrued as Fund expenses . The proxy notes that certain Interested Trustees may receive indirect remuneration via management fees of Franklin Templeton affiliates, but it does not list direct trustee fees for Interested Trustees (including Johnson) at FT .

Performance Compensation

FT’s proxy does not disclose PSUs/RSUs, option awards, performance metrics, or vesting schedules for Johnson at the Fund level. No targets/payouts tied to revenue, EBITDA, TSR, ESG, etc. are provided for Johnson in FT’s proxy .

Equity Ownership & Alignment

Note: The ownership policy formalizes significant fund holdings for board members via fee-based investments; its applicability to Interested Trustees’ fee streams is not explicitly detailed in the 2025 FT proxy, and Johnson’s FT dollar range is “None” as of January 10, 2025 .

Employment Terms

Board Governance

• Role: Chairman of the Board and Trustee at FT; Interested Trustee under the 1940 Act due to affiliation with Franklin Resources .
• Independence: Interested Trustee status and family tie (uncle Rupert H. Johnson, Jr.) present independence considerations; FT maintains a Lead Independent Trustee (Edith E. Holiday) .
• Committees:
  • Nominating & Corporate Governance Committee: Comprised entirely of independent trustees per charter ; members include Harris J. Ashton, Terrence J. Checki, Mary C. Choksi, Edith E. Holiday, J. Michael Luttig, Larry D. Thompson, Valerie M. Williams .
  • Audit Committee: Independent trustees receive committee retainer; chair is Terrence J. Checki; one audit committee financial expert designated (Mary C. Choksi) .
• Meeting Activity & Attendance: FY ended Aug 31, 2024—8 regular Board meetings, 1 special Board meeting, 10 Audit Committee meetings (including 2 joint), 1 Nominating Committee meeting; each Trustee attended at least 75% of aggregate Board and committee meetings .
• Board Service History:
  • Johnson: Chairman since 2023; Trustee since 2013; oversees 124 portfolios in the Franklin Templeton complex; no other directorships listed in the past 5 years in FT proxy .

Director Compensation

Note: These amounts apply to Independent Trustees; FT proxy does not disclose direct trustee fees paid to Interested Trustees (including Johnson). Officers’ salaries/expenses are paid by the Investment Manager or affiliates, with no pension/retirement benefits accrued as Fund expenses .

Other Directorships & Interlocks

• Johnson’s FT proxy lists none for the past 5 years (for FT board disclosures), while highlighting his executive roles at Franklin Resources and Vice Chair role at the Investment Company Institute .
• Family Relationship: Rupert H. Johnson, Jr. (Interested Trustee) is Johnson’s uncle and is a major shareholder at Franklin Resources .

Compensation Structure Analysis

• Cash vs Equity Mix: FT-level disclosures emphasize cash retainers/fees for Independent Trustees; no equity grants disclosed for board service .
• Guaranteed vs At-Risk Pay: No performance-based compensation disclosed for Trustees; Independent Trustees receive fixed retainers/meeting fees; Interested Trustee compensation at FT not detailed .
• Ownership Policy: Board members are required to invest fee income into fund shares until holdings reach 5x retainer/meeting fees; Johnson’s FT holdings range “None” as of Jan 10, 2025 .
• Repricing/Modification of Awards: Not applicable/not disclosed for FT trustees .

Risk Indicators & Red Flags

• Independence Concerns: Johnson is an Interested Trustee due to affiliation with Franklin Resources and has a family relationship with Rupert H. Johnson, Jr. .
• Say-on-Pay: Not applicable at FT (closed-end fund board) .
• Hedging/Pledging: Not disclosed at FT; board policy focuses on investing fee income into fund shares to meet an ownership threshold .

Compensation Peer Group & Say-on-Pay

• Compensation Benchmarking: Not disclosed for FT trustees beyond standardized retainers in Franklin Templeton complex .
• Say-on-Pay/Shareholder Feedback: Not applicable; proxy focuses on trustee elections and governance matters .

Expertise & Qualifications

• Senior leadership across a global asset manager (Executive Chairman/CEO/President), industry policy role (Vice Chairman, Investment Company Institute) .
• Considered a high-ranking executive officer within Franklin Templeton; suitability as an Interested Trustee relies on professional background and fund complex oversight experience .

Work History & Career Trajectory

Compensation Committee Analysis

• FT’s proxy discusses Nominating & Corporate Governance Committee charter and composition (all independent trustees) .
• No separate Compensation Committee is disclosed for FT’s board; trustee compensation is standardized across the complex for independent trustees .

Investment Implications

• Alignment: Johnson holds no disclosed FT fund shares (dollar range “None”), while aggregate holdings across fund complex exceed $100,000; board policy mandates investing fee income to reach 5x retainer threshold, but applicability to Interested Trustees’ fee streams is not explicit; net alignment with FT specifically appears modest .
• Independence: Dual-role implications include Interested Trustee status and family relationship with a major shareholder; governance mitigants include a Lead Independent Trustee, independent committee structures, and strong attendance/meeting cadence .
• Compensation Signals: Lack of FT-level performance pay, vesting schedules, or equity awards limits pay-for-performance analysis; any incentive levers for Johnson reside at Franklin Resources rather than FT—FT proxies do not provide those details .
• Trading/Pressure: With no FT-level Form 4 or insider transaction disclosures in the proxy and “None” in FT share ownership range, insider selling pressure tied to FT appears low; absence of pledging/hedging disclosures at FT reduces direct red flags, though non-disclosure itself warrants monitoring .
• Governance Risk: Interested Trustee status plus family tie suggests ongoing independence scrutiny; committee charters (independent-only) and presence of a Lead Independent Trustee help mitigate, but investors should evaluate Franklin Resources governance for Johnson’s employment terms, incentives, and potential conflicts beyond FT .