Larry Thompson
About Larry D. Thompson
Independent Trustee (Class III) of Franklin Universal Trust (FT), serving since 2007; born 1945; oversees 115 fund portfolios within the Franklin Templeton complex. Thompson is a seasoned legal and governance expert: former U.S. Deputy Attorney General, former General Counsel and Corporate Secretary at PepsiCo, and current law firm counsel and law professor, with deep compliance and board oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Volkswagen AG | Independent Compliance Monitor and Auditor | 2017–2020 | Oversight of compliance remediation and monitoring (court-appointed) |
| PepsiCo, Inc. | EVP – Government Affairs, General Counsel & Corporate Secretary | 2012–2014 | Led legal and governance functions; prior SVP – Government Affairs, GC & Secretary (2004–2011) |
| U.S. Department of Justice | Deputy Attorney General | 2001–2003 | Top DOJ leadership; legal oversight and enforcement |
| University of Georgia School of Law | John A. Sibley Professor of Corporate and Business Law | 2015–present (previously 2011–2012) | Academic leadership in corporate law; governance expertise |
| The Brookings Institution | Senior Fellow | 2003–2004 | Policy research; governance thought leadership |
| Finch McCranie, LLP | Counsel | 2015–present | Legal counsel; corporate compliance and investigations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graham Holdings Company | Director | 2011–2021 | Board oversight; media/education exposure |
| The Southern Company | Director | 2014–2020; previously 2010–2012 | Energy industry governance; regulatory exposure |
| Cbeyond, Inc. | Director | 2010–2012 | Technology/communications board experience |
Board Governance
- Independence: Thompson is an Independent Trustee (not an “interested person”) under the 1940 Act; Class III Independent Trustee serving until the 2027 Annual Shareholders’ Meeting .
- Committee memberships:
- Audit Committee member (Chair: Terrence J. Checki) .
- Nominating Committee member; all members are independent and evaluate nominees for independence “in letter and spirit” beyond statutory minimums .
- Meeting cadence and attendance (FY ended Aug 31, 2024):
- Board: 8 regular + 1 special meetings; Audit Committee: 10 (incl. 2 joint); Nominating Committee: 1; each current Trustee attended ≥75% of combined Board and committee meetings .
- Annual Shareholders’ Meeting: none of the Trustees attended on March 7, 2024 (engagement signal) .
| Governance Metric | FY 2024 |
|---|---|
| Board meetings held | 9 (8 regular + 1 special) |
| Audit Committee meetings | 10 (including 2 joint) |
| Nominating Committee meetings | 1 |
| Thompson attendance threshold | At least 75% (Board + committees) |
| Annual Shareholders’ Meeting attendance (3/7/2024) | None attended |
- Audit Committee charter highlights:
- Direct responsibility for auditor selection, pre-approval of audit and non-audit services, and independence oversight .
- Serves as Qualified Legal Compliance Committee (QLCC) for confidential receipt and response to evidence of material violations .
- Reviews potential conflict-of-interest situations and related party transactions; receives and evaluates non-audit services and risk processes .
Fixed Compensation
- Structure applicable to Independent Trustees (portion allocated to FT):
- Annual retainer: $304,000; regular Board meeting fee: $7,000 per meeting .
- Audit Committee member retainer: $10,000; fee per Committee meeting: $3,000 .
- Lead Independent Trustee supplemental retainer: $50,000 .
- Audit Committee Chair fee: $50,000 (in lieu of member retainer) .
| Period | Aggregate Compensation From FT (USD) | Total Compensation from Franklin Templeton Fund Complex (USD) | Number of Boards |
|---|---|---|---|
| FY 2024 (ended Aug 31, 2024) | $275 | – | – |
| CY 2024 (ended Dec 31, 2024) | – | $692,097 | 34 |
- Note: Independent Trustees are reimbursed for meeting-related expenses .
Performance Compensation
- No performance-based compensation disclosed for Independent Trustees (no RSUs/PSUs/options; compensation is cash-based with mandated investment alignment) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior boards | Graham Holdings Company (2011–2021); The Southern Company (2014–2020; 2010–2012); Cbeyond, Inc. (2010–2012) |
| Potential interlocks/conflicts | None disclosed related to FT; Independent Trustee per 1940 Act; committee structures review conflicts and related party transactions |
Expertise & Qualifications
- Legal and compliance expert: former U.S. Deputy Attorney General; GC/Corporate Secretary at PepsiCo; independent compliance monitor at Volkswagen AG .
- Corporate governance: Nominating Committee member with independence screening; Audit Committee member with auditor independence oversight and QLCC responsibilities .
- Academic credentials: law professorship at University of Georgia School of Law .
- Fund complex breadth: oversees 115 portfolios, signaling broad oversight experience across investment companies .
Equity Ownership
- Ownership alignment policy: Board members must invest one-third of director fees (excluding committee fees) into Franklin and Templeton funds until holdings equal/exceed 5x annual retainer + regular meeting fees; family/entity holdings count; 3-year phase-in for new members; policy formalized February 27, 1998 .
| As-of Date | Dollar Range of Equity Securities in FT | Aggregate Dollar Range in all Franklin Templeton funds |
|---|---|---|
| January 10, 2025 | $10,001–$50,000 | Over $100,000 |
Governance Assessment
-
Strengths
- Independence and experience: Long-tenured Independent Trustee with significant legal/regulatory background; active on Audit and Nominating Committees .
- Robust committee charters: Audit Committee pre-approves services, oversees auditor independence, functions as QLCC; explicit mandate to review related party transactions and conflicts .
- Ownership alignment: Formal policy requiring meaningful investment in Franklin/Templeton funds (up to 5x retainer + meeting fees), and Thompson holds $10,001–$50,000 in FT and >$100,000 across the complex .
-
Watch items / RED FLAGS
- Annual meeting engagement: None of the Trustees attended the March 7, 2024 Annual Shareholders’ Meeting; this can be viewed as a shareholder engagement gap for directors, including Thompson .
- Attendance disclosure: Reported as “≥75%” rather than exact attendance; while compliant, it limits granularity on individual director engagement .
-
Compensation signals
- Cash-heavy structure typical of fund boards; no equity grants or performance-linked awards; alignment achieved via mandatory investment policy rather than incentive plans .
- Total complex-wide compensation ($692,097 for CY 2024) reflects service across 34 boards, implying substantial workload distribution; FT-specific allocation is modest ($275 for FY 2024) .
-
Conflicts
- Thompson designated independent; no FT-related party transactions disclosed for him; Audit Committee explicitly oversees related party exposure and potential conflicts .