J. Michael Luttig
About J. Michael Luttig
Independent Trustee of Franklin Universal Trust (NYSE: FT); born 1954; Trustee since 2009; oversees 115 portfolios in the Franklin Templeton fund complex. Background includes Counselor and Special Advisor to the CEO and Board of The Coca-Cola Company (2021–present), Executive Vice President and General Counsel at The Boeing Company (2006–2019), Counselor/Senior Advisor and Executive Council member (2019–2020), and fifteen years as a Judge on the U.S. Court of Appeals for the Fourth Circuit (1991–2006). Education not disclosed in FT proxy materials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Court of Appeals for the Fourth Circuit | Federal Appeals Court Judge | 1991–2006 | Judicial experience cited as key qualification |
| The Boeing Company | EVP, General Counsel; Counselor/Senior Advisor; Exec Council member | 2006–2019; 2019–2020 | Senior legal and governance leadership at major public company |
| Boeing Capital Corporation | Director | 2006–2010 | Public company finance subsidiary directorship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Coca-Cola Company | Counselor and Special Advisor to the CEO and Board | 2021–present | Advisory role; not disclosed as a board directorship |
Board Governance
- Independence: Member of the Nominating Committee composed solely of Independent Trustees; Audit Committee members (including Luttig) are independent under NYSE standards.
- Committee assignments: Audit Committee member; Nominating Committee member; not disclosed as Chair of any committee.
- Attendance: During FY ended Aug 31, 2024, the Board held eight regular and one special meeting; Audit Committee held ten meetings; Nominating Committee held one meeting; each Trustee attended at least 75% of Board and assigned committee meetings.
- Annual Meeting attendance: No Trustees attended the Annual Shareholders’ Meeting on March 7, 2024.
- Governance processes: Annual evaluation of Board effectiveness, independence monitoring via annual questionnaire, and oversight of Independent Trustees’ compensation and potential new board memberships per Nominating Committee charter.
- Risk oversight and related party oversight: Audit Committee charter covers risk assessment processes and review of related party transactions conflicts.
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual retainer (Independent Trustees) | $304,000 | Paid for serving across Franklin Templeton investment companies; portion allocated to FT |
| Per regularly scheduled Board meeting | $7,000 | Additional fees for special Board meetings may be paid |
| Audit Committee member retainer | $10,000 | Annual retainer for Audit Committee service |
| Per Audit Committee meeting | $3,000 | Meeting fee per participation |
| Lead Independent Trustee supplemental retainer | $50,000 | Annual supplement for Lead Independent Trustee (not Luttig) |
| Audit Committee Chair fee | $50,000 | Annual fee in lieu of Audit Committee member retainer (Chair only) |
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation From FT (USD) | $279 | $263 |
| Total Compensation from Franklin Templeton Fund Complex (USD) | $710,097 | $710,097 |
| Number of Boards within Franklin Templeton Fund Complex | 35 | 34 |
Performance Compensation
| Metric | Disclosure | Notes |
|---|---|---|
| Performance-based cash bonus | None disclosed | Independent Trustees compensated via retainers and meeting fees; no performance-linked bonuses disclosed |
| Equity awards (RSUs/PSUs) | None disclosed | No director equity awards disclosed in FT proxy |
| Stock options | None disclosed | No option grants disclosed |
| Performance metrics used in director compensation (TSR, revenue, ESG) | None disclosed | No performance metrics tied to Independent Trustee pay disclosed |
| Clawbacks / Change-of-control | Not applicable | Not disclosed for Independent Trustees |
Other Directorships & Interlocks
| Company | Role | Timeframe | Potential Interlock/Conflict |
|---|---|---|---|
| Boeing Capital Corporation | Director | 2006–2010 | Historical role; no current interlock disclosed with FT |
Expertise & Qualifications
- Fifteen years judicial experience and eleven years as EVP/GC at Boeing demonstrate deep legal, regulatory, and governance expertise relevant to audit and oversight functions.
- Advisory experience to Coca-Cola’s CEO and Board enhances strategic counsel capability.
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Jan 10, 2025 |
|---|---|---|
| Dollar range of equity securities in FT | $1 – $10,000 | $1 – $10,000 |
| Aggregate dollar range in all Franklin Templeton funds overseen | Over $100,000 | Over $100,000 |
| Ownership as % of FT shares outstanding | <1% (no Trustee ≥1%) as of Jan 12, 2024 | Not disclosed for 2025; prior disclosure indicates no Trustee ≥1% |
| Stock ownership policy | Board members invest one-third of fees in Franklin/Templeton funds until holdings ≥5× annual retainer + regular meeting fees; 3-year phase-in for new members | Policy applies to all Trustees; implementation noted since 1998 |
Governance Assessment
- Independence and committee service: Luttig serves on Audit and Nominating Committees; committees are composed of independent members, supporting strong governance and oversight.
- Engagement: Met ≥75% attendance threshold; Board/committee cadence indicates active oversight, though exact individual attendance is not provided.
- Compensation structure: Cash retainer + meeting fees; no performance-based or equity awards—aligns with independence but provides limited pay-for-performance linkage.
- Ownership alignment: Holds FT shares in the $1–$10,000 range and “Over $100,000” across the complex; policy requires significant investment over time, but precise compliance level vs. 5× retainer cannot be determined from disclosed ranges.
- Workload risk: Serving on 34 boards in 2024 (35 in prior year) may constrain bandwidth; investors often scrutinize extensive multi-board service for potential dilution of engagement.
- RED FLAGS: Non-attendance by Trustees at the March 7, 2024 Annual Shareholders’ Meeting is a negative signal for shareholder engagement; no performance-based director pay and high board count warrant monitoring.
- Conflicts/related-party: No Luttig-specific related-party transactions disclosed; Audit Committee charter explicitly oversees related party transactions and independence, and Nominating Committee monitors independence via annual questionnaire.
Overall, Luttig’s legal and governance credentials and independent committee roles support board effectiveness, while the lack of performance-tied pay, non-attendance at the annual meeting, and extensive board load are areas for investors to monitor.