Valerie Williams
About Valerie M. Williams
Independent Trustee of Franklin Universal Trust (FT), born 1956; appointed to the FT Board in May 2021 and standing for re-election as a Class I nominee serving until the 2028 Annual Shareholders’ Meeting . Former Regional Assurance Managing Partner at Ernst & Young LLP (EY) (2005–2016), with prior EY roles since 1981; currently serves as a director at multiple U.S. public companies (Omnicom Group, DTE Energy, Devon Energy) . Williams is an Independent Trustee under the Investment Company Act and serves on FT’s Nominating and Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Regional Assurance Managing Partner | 2005–2016 | Senior audit leadership and oversight experience |
| Ernst & Young LLP | Various roles of increasing responsibility | 1981–2005 | Assurance and financial reporting background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omnicom Group, Inc. | Director | 2016–present | Committee assignments not disclosed in FT proxy |
| DTE Energy Co. | Director | 2018–present | Committee assignments not disclosed in FT proxy |
| Devon Energy Corporation | Director | 2021–present | Committee assignments not disclosed in FT proxy |
| WPX Energy, Inc. | Director (prior) | 2018–2021 | Prior E&P board experience |
Board Governance
- Independence: Member of FT’s Nominating and Corporate Governance Committee; all members are independent under the 1940 Act . She is listed as an Independent Trustee in the Class I nominees .
- Committee assignments: Nominating and Corporate Governance Committee; not listed on the Audit Committee (members are Checki (Chair), Luttig, Thompson, Choksi, Holiday) .
- Lead Independent: Edith E. Holiday is the Lead Independent Trustee (since 2019) .
- Attendance: In FY ended Aug 31, 2024, the Board held eight regular and one special meeting; Audit Committee met ten times (including two joint), and the Nominating Committee met once. Each Trustee attended at least 75% of aggregate Board and applicable committee meetings; none attended the March 7, 2024 Annual Shareholders’ Meeting .
| Meetings (FY ended Aug 31, 2024) | Count | Attendance |
|---|---|---|
| Board (regular) | 8 | ≥75% for each Trustee |
| Board (special) | 1 | ≥75% for each Trustee |
| Audit Committee | 10 (incl. 2 joint) | ≥75% for each Trustee |
| Nominating Committee | 1 | ≥75% for each Trustee |
Fixed Compensation
- Structure for Independent Trustees (complex-wide): Annual retainer $304,000; $7,000 per regular Board meeting; Audit Committee member retainer $10,000 plus $3,000 per Committee meeting; Audit Committee Chair receives $50,000 in lieu of the member retainer; Lead Independent Trustee supplemental retainer $50,000 (was $40,000 in prior year) .
- Reimbursements: Reasonable expenses for attending meetings are reimbursed .
| Component | Amount |
|---|---|
| Annual retainer (Independent Trustees) | $304,000 |
| Per regular Board meeting | $7,000 |
| Audit Committee member retainer | $10,000 |
| Audit Committee per-meeting fee | $3,000 |
| Audit Committee Chair fee (in lieu of member retainer) | $50,000 |
| Lead Independent supplemental retainer | $50,000 (2025) ; $40,000 (2023) |
| Valerie M. Williams (2024 fiscal/calendar reference) | Value |
|---|---|
| Aggregate Compensation From FT (FY ended Aug 31, 2024) | $241 |
| Total Compensation from Franklin Templeton Fund Complex (CY ended Dec 31, 2024) | $686,000 |
| Number of Boards within Franklin Templeton Fund Complex | 27 |
Performance Compensation
- No performance-based compensation for FT Trustees is disclosed; the proxy describes fixed retainers and meeting fees only, with no equity awards or performance metrics for directors .
Other Directorships & Interlocks
- External boards: Omnicom Group (2016–present), DTE Energy (2018–present), Devon Energy (2021–present); prior WPX Energy (2018–2021) .
- FT Board interlock: Mary C. Choksi also serves on Omnicom Group’s board (2011–present), creating a shared external directorship among FT Trustees .
- No customer/supplier interlocks tied to FT operations disclosed.
Expertise & Qualifications
- Significant assurance and audit oversight experience from EY (1981–2016) .
- Multi-industry public board experience (advertising/marketing, utilities, oil & gas) .
- Nominating/Corporate Governance Committee participation indicates engagement in board composition, independence monitoring, and governance policies .
Equity Ownership
- FT’s board policy requires members to invest one-third of director fees (excluding committee fees) in Templeton and Franklin funds until holdings equal or exceed five times the annual retainer and regular board meeting fees; a three-year phase-in applies to newly elected members .
- Reported dollar ranges of Williams’ holdings over time:
| Metric | 2022 (as of Dec 31, 2021) | 2023 (as of Dec 31, 2022) | 2024 (as of Dec 31, 2023) | 2025 (as of Jan 10, 2025) |
|---|---|---|---|---|
| Dollar range in FT | None | None | None | None |
| Aggregate dollar range across FT fund complex | None | $10,001–$50,000 | $50,001–$100,000 | Over $100,000 |
- No pledging or hedging of FT shares is disclosed; FT notes no Trustee owns ≥1% of outstanding FT shares (25,131,894 shares outstanding as of Jan 10, 2025) .
Governance Assessment
- Strengths:
- Independent status with governance involvement via the Nominating & Corporate Governance Committee; committee charter emphasizes independence verification, board effectiveness evaluations, and conflict monitoring .
- Deep audit/assurance pedigree from EY; useful for oversight even though not currently on FT’s Audit Committee .
- Improving fund complex ownership over 2022–2025 consistent with board investment policy, trending to “Over $100,000” by 2025 .
- Attendance met minimum standards; engaged across scheduled meetings .
- Watch items/RED FLAGS:
- External interlock: Shared Omnicom board service with fellow FT Trustee Mary C. Choksi—may create informal information channels; monitor for potential conflict alignment, though none disclosed .
- Time-commitment risk: Williams serves on 27 boards within the Franklin Templeton complex, overseeing 107 portfolios at FT—typical in fund complexes but can constrain capacity; ongoing attendance thresholds are a mitigating sign .
- Annual meeting non-attendance: “None of the Trustees” attended the March 7, 2024 annual meeting—optics risk for investor engagement; context indicates no formal policy requiring attendance .
- No related-party transactions involving Williams disclosed; family relationship noted between Gregory E. Johnson and Rupert H. Johnson, Jr. (uncle), not involving Williams . Audit Committee oversees related-party reviews; no director-specific conflicts for Williams are mentioned .
Overall signal: Independent governance contributor with audit pedigree and growing fund holdings; monitor workload and interlocks, plus continued progress toward board investment guideline thresholds.