Rupert Johnson Jr.
About Rupert H. Johnson, Jr.
Rupert H. Johnson, Jr. (born 1940) serves as an Interested Trustee of Franklin Universal Trust (FT) and Vice Chairman of Franklin Resources, Inc. (NYSE: BEN), the parent of the Fund’s investment manager . He has been a Trustee of FT since 1988, giving him 37 years of board tenure as of the 2025 proxy filing . As of December 31, 2024, he beneficially owned approximately 20% of Franklin Resources’ common shares; he is also the uncle of FT’s Chairman, Gregory E. Johnson—facts that directly inform his “interested” status and potential conflicts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Franklin Resources, Inc. | Director (Vice Chairman) | Ongoing (past 5 years) | Executive leadership at FT’s parent; potential influence over manager/distributor |
| Franklin Advisers, Inc. | Director | Ongoing (past 5 years) | Oversight within the investment manager affiliate |
| Franklin Templeton fund complex | Officer and/or director/trustee of affiliates and certain funds | Ongoing | Broad governance footprint across Franklin Templeton entities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None listed | — | — | The proxy lists “None” for other public company directorships over the past five years . |
Board Governance
- Status: Interested Trustee due to his role at Franklin Resources and significant shareholding; not independent under the 1940 Act .
- Tenure: Trustee since 1988 .
- Committee memberships: Not listed on the Audit Committee (Checki—Chair, Luttig, Thompson, Choksi, Holiday) ; not listed on the Nominating Committee (Ashton, Checki, Choksi, Holiday, Luttig, Thompson, Williams) .
- Attendance: For FY ended Aug 31, 2024, the Board held 8 regular and 1 special meeting; Audit Committee held 10 meetings (including 2 joint); Nominating held 1 meeting. Each Trustee attended at least 75% of Board and applicable committee meetings; however, none of the Trustees attended the March 7, 2024 Annual Shareholders’ Meeting (no formal attendance policy) .
- Board structure: ≥75% Independent Trustees; Lead Independent Trustee: Edith E. Holiday .
Fixed Compensation
- FT discloses specific cash and meeting fees for Independent Trustees (retainer $304,000; regular meeting fee $7,000; Audit Committee member retainer $10,000 with $3,000 per meeting; Audit Chair $50,000; Lead Independent supplemental $50,000), but does not list cash/equity compensation for Interested Trustees like Rupert H. Johnson, Jr. .
- The proxy notes certain Interested Trustees and officers may receive indirect remuneration due to participation in management fees and other fees received by the Investment Manager and affiliates; manager pays officer salaries/expenses; no pension/retirement benefits accrue as Fund expenses .
Performance Compensation
- No performance-based compensation elements (PSUs, options, revenue/EBITDA/TSR metrics) are disclosed for Trustees of FT; annual director pay is fixed and meeting-based for Independent Trustees only .
- No stock awards, options, or vesting schedules are disclosed for Rupert H. Johnson, Jr. .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None listed for past five years |
| Interlocks | Vice Chairman/Director at Franklin Resources (BEN), parent of FT’s investment manager/distributor—material affiliation with FT’s key service providers |
| Family ties | Uncle of FT Chairman Gregory E. Johnson—familial relationship on the board |
| Lead Independent | Edith E. Holiday; independent oversight structure in place |
Expertise & Qualifications
- Longstanding asset-management governance experience through senior roles at Franklin Resources and affiliates .
- Oversight/industry expertise derived from extensive roles across Franklin Templeton entities and funds .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| FT share ownership (dollar range) | $1 – $10,000 | Beneficially owned, as of Jan 10, 2025 |
| Aggregate Franklin Templeton fund holdings (dollar range) | Over $100,000 | Across funds overseen |
| Ownership % of FT shares | <1% (no Trustee ≥1%) | Officers/Trustees as a group <1% |
| Shares outstanding (FT) | 25,131,894 (as of Jan 10, 2025) | Context for ownership concentration |
Board members have a longstanding policy (formalized in 1998) to invest one-third of fees received in Franklin/Templeton funds until holdings reach ≥5x annual retainer and meeting fees; a 3-year phase-in applies for newly elected board members . Note: Independent Trustee fee structure is disclosed; Interested Trustee fee disclosures are not provided .
Governance Assessment
- Independence and conflicts: He is expressly an Interested Trustee, not independent, due to executive roles and major shareholding at Franklin Resources—FT’s investment manager and distributor’s parent—creating inherent conflicts of interest and related-party exposure . The familial tie to FT’s Chairman further elevates conflict risk .
- Committees/engagement: Not serving on Audit or Nominating committees; board reports strong attendance (≥75%), but lack of Trustee attendance at the annual shareholder meeting is a minor investor-relations negative .
- Compensation alignment: No FT-disclosed cash/equity compensation for Interested Trustees; Independent Trustee pay is fixed and meeting-based. While a board investment policy supports alignment, his FT-specific holding is modest ($1–$10,000) though aggregate Franklin Templeton holdings exceed $100,000 .
- Oversight environment: Audit Committee charter and NYSE independence standards are in place; PwC appointed as auditor with fees and independence processes disclosed –.
RED FLAGS
- Interested status tied to parent company roles and ~20% beneficial ownership of Franklin Resources—material related-party and influence risks .
- Family relationship with FT’s Chairman (uncle-nephew) raises interlock/entrenchment concerns .
- No attendance at last annual shareholder meeting by any Trustee (optics risk) .
- Limited FT share ownership ($1–$10,000) may be seen as low “skin-in-the-game” versus influence over affiliates .
Net takeaway: Governance risk is driven by structural conflicts (affiliate leadership, ownership concentration, familial ties). Independent oversight mitigants exist (Lead Independent Trustee; independent Audit/Nominating committees), but investors should discount independence for this seat and closely monitor related-party dynamics and board processes .