Edith E. Holiday
About Edith E. Holiday
Edith E. Holiday (born 1952) is Lead Independent Trustee of Franklin Limited Duration Income Trust (FTF), serving as a trustee since 2005 and as Lead Independent Trustee since 2019; she oversees 115 portfolios across the Franklin Templeton fund complex and has an extensive legal and public policy background, including senior roles at the U.S. Treasury and the White House from 1988–1993 . Her recent principal occupation is service as a director/trustee of various companies and trusts, with current board seats at Hess Corporation and Santander Holdings USA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Treasury Department | General Counsel | 1989–1990 | Not disclosed |
| U.S. Treasury Department | Counselor to the Secretary; Assistant Secretary for Public Affairs & Public Liaison | 1988–1989 | Not disclosed |
| Executive Office of the President | Assistant to the President and Secretary of the Cabinet | 1990–1993 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hess Corporation | Director | 1993–present | Not disclosed |
| Santander Holdings USA | Director | 2019–present | Not disclosed |
| Santander Consumer USA Holdings, Inc. | Director | 2016–2023 | Not disclosed |
| Canadian National Railway | Director | 2001–2021 | Not disclosed |
| White Mountains Insurance Group, Ltd. | Director | 2004–2021 | Not disclosed |
| RTI International Metals, Inc. | Director | 1999–2015 | Not disclosed |
| H.J. Heinz Company | Director | 1994–2013 | Not disclosed |
Board Governance
- Role and tenure: Lead Independent Trustee since 2019; trustee since 2005; oversees 115 portfolios in the Franklin Templeton fund complex .
- Independence: Serves on a board with a defined Nominating Committee of solely Independent Trustees; the committee sets independence qualifications, evaluates candidates, and monitors continuing independence via annual questionnaires .
- Committee memberships: Audit Committee member; committee chaired by Terrence J. Checki .
- Nominating Committee: Member; committee responsibilities include governance policies, independence monitoring, annual board effectiveness evaluations, compensation review for independent board members, and conflict checks for new external board memberships .
- Meeting cadence and attendance: In FY ended Dec. 31, 2024, the Board met 8 times, the Audit Committee met 8 times, and the Nominating Committee met once; each Trustee then in office attended at least 75% of the aggregate of Board and committee meetings on which they served .
- Shareholder meeting participation: The Fund does not have a formal policy on Trustee attendance at annual shareholder meetings; none of the Trustees attended the Oct. 3, 2024 annual shareholders’ meeting (engagement signal to monitor) .
- Upcoming election: Holiday nominated for a three-year term expiring at the 2028 Annual Shareholders’ Meeting; shareholders of record as of Aug. 4, 2025 are asked to vote at the Oct. 2, 2025 meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer — Independent Trustees | $304,000 | Paid across Franklin Templeton complex; portion allocated to the Fund |
| Per Board meeting fee | $7,000 per regularly scheduled meeting | Portion allocated to the Fund |
| Lead Independent Trustee supplemental retainer | $40,000 annually | Applies to Holiday as Lead Independent Trustee |
| Audit Committee member retainer | $10,000 annually | Portion allocated to the Fund |
| Audit Committee meeting fee | $3,000 per meeting | Portion allocated to the Fund |
| Audit Committee chair fee | $50,000 annually (in lieu of member retainer) | Chair is Terrence J. Checki |
| Aggregate compensation from FTF (FY 2024) | $447.83 | Allocation from complex-level pay; reflects FY ended Dec. 31, 2024 |
| Total compensation from Franklin Templeton fund complex (CY 2024) | $760,000 | Calendar year ended Dec. 31, 2024 |
| Number of Franklin Templeton boards served | 34 | Complex-level service breadth |
The Independent Trustees anticipate meeting at least eight times during the current fiscal year; Independent Trustees are reimbursed for meeting-related expenses .
Performance Compensation
| Component | Structure | Metrics/Terms |
|---|---|---|
| Performance-based bonuses | None disclosed for Trustees | Not applicable |
| Equity awards (RSUs/PSUs/options) | None disclosed for Trustees | Not applicable |
| Clawbacks / malus | Not disclosed | Not applicable |
Other Directorships & Interlocks
| Company | Holiday’s Role | Tenure | Notable FTF Board Interlocks |
|---|---|---|---|
| Hess Corporation | Director | 1993–present | Terrence J. Checki, Hess Director (2014–present) |
| Santander Holdings USA | Director | 2019–present | None disclosed |
| White Mountains Insurance Group, Ltd. | Director | 2004–2021 | Mary C. Choksi, White Mountains Director (2017–present) |
| Canadian National Railway | Director | 2001–2021 | None disclosed |
| RTI International Metals, Inc. | Director | 1999–2015 | None disclosed |
| H.J. Heinz Company | Director | 1994–2013 | None disclosed |
The Nominating Committee evaluates proposed external board memberships of Independent Trustees to confirm no conflict exists with current service on the Board .
Expertise & Qualifications
- Legal/government expertise: High-level legal roles including U.S. Treasury General Counsel; senior public policy roles at Treasury and the White House, evidencing capacity for fiduciary oversight and regulatory comprehension .
- Board leadership: Lead Independent Trustee since 2019, signaling peer confidence and a role in safeguarding independent oversight .
- Multi-industry exposure: Long-standing directorships across energy, financial services, insurance, industrials, and consumer sectors, offering diversified risk and governance perspectives .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Dollar range of equity securities in FTF | None | As of Aug. 4, 2025 |
| Aggregate dollar range across Franklin Templeton funds | Over $100,000 | As of Aug. 4, 2025 |
| Ownership guideline (Franklin Templeton funds) | Invest one-third of trustee fees (excluding committee fees) in Franklin funds until holdings ≥ 5× annual retainer + regular Board meeting fees; three-year phase-in for new trustees; includes family/entity holdings | Formalized in Feb. 1998 |
No data disclosed on hedging or pledging of FTF shares; individual share counts and vested/unvested breakdowns are not disclosed .
Governance Assessment
- Independence and leadership: Holiday’s status as Lead Independent Trustee and membership on key committees (Audit, Nominating) support effective independent oversight and board governance process adherence .
- Engagement signals: She met the ≥75% attendance threshold for Board and committee meetings in FY 2024, but the absence of Trustees at the 2024 annual shareholders’ meeting is a shareholder engagement red flag to monitor for future cycles .
- Workload and capacity: Service across 34 Franklin Templeton boards and oversight of 115 portfolios indicate significant governance bandwidth; while this enables cross-fund expertise, investors should monitor potential time-commitment constraints inherent in broad complex-wide responsibilities .
- Pay structure and alignment: Trustee compensation is cash-based (retainers and per-meeting fees); alignment is addressed via the Franklin Templeton investment requirement (one-third of fees invested until holdings ≥ 5× retainer + meeting fees). However, Holiday reports “None” for FTF-specific holdings by dollar range, which may be perceived as limited company-specific skin-in-the-game despite aggregate Franklin complex exposure .
- Conflicts and related-party: No related-party transactions disclosed for Holiday; the Nominating Committee monitors independence and potential conflicts tied to outside board memberships. Interlocks at Hess and White Mountains with other FTF independent trustees merit ongoing review, particularly if portfolio exposures intersect with these issuers .
Overall, governance quality is supported by independence, committee participation, and leadership role; primary monitoring items include shareholder meeting engagement and potential capacity constraints from broad complex-wide obligations .