Gregory E. Johnson

About Gregory E. Johnson

Gregory E. Johnson (born 1961) serves as Chairman of the Board, Trustee and Senior Vice President of Franklin Limited Duration Income Trust (FTF). He is classified as an “Interested Trustee” due to his concurrent roles at Franklin Resources, Inc. (FR), where he is Executive Chairman, Chairman of the Board and Director, and formerly CEO (2013–2020) and President (1994–2015) . At FTF, Johnson has been Chairman of the Board and Senior Vice President since 2023 and a Trustee since 2013 . The proxy does not disclose education credentials, and FTF as a closed-end fund does not tie trustee compensation to TSR, revenue, or EBITDA performance; performance oversight is conducted through board committees and fund governance .

Past Roles

External Roles

Fixed Compensation

• FTF pays only Independent Trustees (not Interested Trustees) cash retainers and meeting fees; officers’ salaries and expenses are paid by Franklin Advisers/affiliates. Independent Trustee fee schedule: $304,000 annual retainer; $7,000 per regular board meeting; Audit Committee retainer $10,000 plus $3,000 per meeting; Audit Committee Chair $50,000 supplemental retainer; Lead Independent Trustee $40,000 supplemental retainer .
• “Certain Interested Trustees and officers of the Fund are shareholders of [Franklin Resources] and may receive indirect remuneration due to their participation in the management fees and other fees received by the Investment Manager and its affiliates.” No pension/retirement benefits accrue as Fund expenses .

No explicit FTF fund-paid compensation is disclosed for Gregory E. Johnson. His compensation derives from Franklin Resources, not from FTF’s fund expense line .

Performance Compensation

• FTF proxy statements do not disclose performance-linked pay (e.g., TSR, revenue/EBITDA targets) for trustees; Independent Trustee compensation is fixed retainers/fees, and Interested Trustees do not receive fund-paid compensation .
• No RSUs/PSUs/options, vesting schedules, payout curves, clawbacks, or ESG metrics tied to FTF trustee compensation are disclosed for Gregory E. Johnson. Skip—no disclosure.

Equity Ownership & Alignment

• Board policy: invest one-third of trustee fees in Franklin Templeton funds until holdings equal/exceed five times the annual retainer and regular board meeting fees; three-year phase-in for new trustees .
• Pledging/hedging: Not disclosed for Gregory E. Johnson in FTF proxies.
• Beneficial ownership detail (share counts, vested/unvested, options) in FTF common shares is not provided; only dollar ranges are disclosed .

Employment Terms

• Officers of the Fund “are appointed by the Trustees and serve at the pleasure of the Board” .
• Employment contracts, severance, change-of-control, tax gross-ups, non-compete/non-solicit, garden leave, and deferred compensation terms are not disclosed for Gregory E. Johnson at FTF. Skip—no disclosure.
• Clawback provisions: Not disclosed at the FTF fund level for trustees/officers.

Board Governance

• Role: Chairman of the Board, Trustee and Senior Vice President; “Interested Trustee” due to FR roles/shareholder status .
• Independence: Explicitly classified as “interested person” under the 1940 Act; mitigated by Independent Trustees, a Lead Independent Trustee (e.g., Edith E. Holiday), and independent committee structures .
• Committees: Audit Committee composed solely of Independent Trustees (Terrence J. Checki—Chair; Mary C. Choksi; Edith E. Holiday; J. Michael Luttig); Johnson does not appear on the Audit Committee roster .
• Meeting cadence/attendance: Fiscal year 2024—8 Board meetings, 8 Audit Committee, 1 Nominating Committee; each Trustee attended at least 75% of applicable meetings; no formal policy on attending annual shareholder meetings and none of the Trustees attended the 2024 annual meeting . Similar disclosures for 2023 and 2022 .

Director Compensation

Interested Trustees (including Gregory E. Johnson) are not listed in fee tables and are covered by disclosure that salaries and expenses of officers are paid by the Investment Manager/affiliates; no pension/retirement accrues as Fund expenses .

Performance & Track Record

• FTF fund performance example (as of July 31, 2016): NAV total return: 1-year 1.50%; 3-year 2.98%; 5-year 4.86%; 10-year 6.39%; since inception 6.49%. Market price total return: 1-year 8.16%; 3-year 3.47%; 5-year 3.33%; 10-year 7.05%; since inception 5.97% . Board highlighted competitive performance relative to blended benchmark and peers; activists challenged discount/NAV underperformance .
• Governance actions: Discount-narrowing program, potential tenders/mergers/open-ending and up to 10% share repurchases to address discount dynamics .

Compensation Structure Analysis

• No evidence of pay-for-performance mechanisms for trustees at FTF; Independent Trustees receive fixed retainers/fees; Interested Trustees compensated through FR roles, creating potential alignment via FR’s economic interests rather than fund-centric incentives .
• No repricing/modification of equity awards or discretionary bonus disclosures at fund level for trustees. Skip—no disclosure.

Related Party Transactions and Conflicts

• Johnson is an “Interested Trustee” due to his FR roles and shareholding; disclosure of potential indirect remuneration via advisory/affiliated fees suggests inherent conflicts managed through independent board structures and committee charters .

Say-on-Pay & Shareholder Feedback

• Say-on-Pay is not applicable/disclosed for FTF trustees. Skip—no disclosure.
• Activist engagement history focused on discount/NAV and tender/structure proposals rather than trustee compensation (e.g., Saba Capital proposal) .

Expertise & Qualifications

• Executive Chairman and long-tenured senior leadership at a global asset manager; Vice Chair of the Investment Company Institute .
• No education detail disclosed in FTF proxy excerpts. Skip—no disclosure.

Work History & Career Trajectory

• Franklin Resources, Inc.: President (1994–2015), CEO (2013–2020), then Executive Chairman/Chairman of the Board/Director (current) .
• FTF: Vice President (since 2003), Trustee (since 2013), Chairman of the Board & Senior Vice President (since 2023) .

Compensation Committee Analysis

• FTF disclosures detail Audit and Nominating Committee charters; no dedicated Compensation Committee for trustees is disclosed. Audit Committee membership is fully independent per charter mandates .

Board Service History, Committee Roles, and Dual-Role Implications

• Board service: Trustee since 2013; Chairman of the Board since 2023; Interested Trustee classification .
• Committee roles: Not listed on the Audit Committee; Audit and Nominating Committees structured with Independent Trustees under stringent independence requirements .
• Dual-role implications: Executive leadership at FR (parent of FTF’s Investment Manager) raises independence concerns; mitigations include Lead Independent Trustee, independent audit oversight, and charter-based independence thresholds and restrictions (e.g., no compensatory fees from the Fund to committee members; not “interested persons” for committee service) .

Investment Implications

• Alignment: Johnson holds no disclosed FTF shares (dollar range “None”), but has over $100,000 aggregated across Franklin Templeton funds. Direct “skin in the game” in FTF is limited per proxy ranges, though indirect alignment exists via FR economic interests .
• Governance quality: Independent committees with clear charters and a Lead Independent Trustee provide counterbalances to Interested Trusteeship; meeting attendance thresholds met (>75%) strengthen oversight .
• Compensation pressures: Absence of performance-tied pay and lack of fund-paid compensation for interested trustees reduces pay-for-performance signaling; indirect remuneration via advisory fees can create perceived conflicts, requiring vigilant independent oversight .
• Trading signals: No Form 4 or pledging disclosures surfaced; low direct FTF ownership suggests limited personal selling pressure tied to FTF common shares. Discount management actions (repurchases, tender/merger options) historically signaled willingness to address market-price discounts, relevant for discount/alpha strategies in closed-end fund trading .