Harris J. Ashton
About Harris J. Ashton
Independent Trustee of Franklin Limited Duration Income Trust (FTF) since 2003; year of birth 1932; nominated in 2025 for a new three-year term ending at the 2028 Annual Shareholders’ Meeting. Background includes service as Director of various companies; formerly Director of RBC Holdings, Inc. (until 2002) and President, Chief Executive Officer, and Chairman of the Board of General Host Corporation (until 1998); Board notes he has served as a chief executive officer of a NYSE-listed public corporation. Oversees 115 portfolios in the Franklin Templeton fund complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Host Corporation | President, Chief Executive Officer & Chairman | Until 1998 | Operated a NYSE-listed public corporation (Board highlights CEO experience) |
| RBC Holdings, Inc. | Director | Until 2002 | Not disclosed |
| Bar-S Foods | Director | 1981–2010 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bar-S Foods | Director | 1981–2010 | Not disclosed |
The proxy’s “Other Directorships Held During at Least the Past 5 Years” field for Ashton lists Bar‑S Foods (1981–2010), indicating no current external public company directorships disclosed.
Board Governance
- Status: Independent Trustee (not an “interested person” under the Investment Company Act), serving since 2003; re-nominated in 2025 for a three-year term to the 2028 Annual Shareholders’ Meeting.
- Committee assignments: Member of the Nominating and Corporate Governance Committee (alongside other independent trustees); not listed on the Audit Committee.
- Lead independent governance: Lead Independent Trustee is Edith E. Holiday (Ashton is a member, not chair).
- Engagement/Attendance: FY 2023—9 Board meetings, 8 Audit Committee, 1 Nominating; each Trustee then in office attended at least 75% of meetings of the Board and committees on which they served; none attended the October 3, 2023 annual shareholders’ meeting. FY 2024—8 Board meetings, 8 Audit Committee, 1 Nominating; each Trustee then in office attended at least 75% of meetings; none attended the October 3, 2024 annual shareholders’ meeting.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board Meetings (count) | 9 | 8 |
| Audit Committee Meetings (count) | 8 | 8 |
| Nominating Committee Meetings (count) | 1 | 1 |
| Attendance Threshold Met (≥75%) | Yes (each Trustee) | Yes (each Trustee) |
| Annual Shareholders’ Meeting Attendance | None attended (Oct 3, 2023) | None attended (Oct 3, 2024) |
Fixed Compensation
- Independent Trustee fee schedule (Franklin Templeton fund complex; portion allocated to FTF):
- Annual retainer: $304,000
- Per regular Board meeting: $7,000
- Audit Committee member retainer: $10,000
- Per Audit Committee meeting: $3,000
- Audit Committee Chair fee (in lieu of member retainer): $50,000 (Chair is Terrence J. Checki)
- Lead Independent Trustee supplemental retainer: $40,000
- Reimbursement of meeting-related expenses; no pension/retirement benefits accrued as Fund expenses.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation From FTF (USD) | $385 | $366.79 |
| Total Compensation from Franklin Templeton Fund Complex (USD) | $650,849 | $630,000 |
| Boards within Franklin Templeton Fund Complex (count) | 35 | 34 |
Performance Compensation
- No bonus, option awards, RSUs/PSUs, or performance-linked metrics disclosed for Trustees; compensation structure is cash retainers and meeting fees; officers’ salaries are paid by the Investment Manager or affiliates; no pension/retirement benefits accrued as Fund expenses.
| Performance Metric | Status |
|---|---|
| Revenue/EPS/EBITDA targets | Not applicable for Trustees (no performance-linked pay) |
| TSR percentile/ESG goals | Not applicable for Trustees |
| Clawback provisions | Not disclosed for Trustees |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Fund complex service breadth | Serves as independent Board member across Franklin Templeton investment companies; 35 boards in 2023, 34 boards in 2024. |
| Nominating & Corporate Governance | Committee monitors Board composition, independence, annual effectiveness evaluation, and compensation of Independent Board members. |
| Interested Trustee relationships (context) | Johnson family relationships are disclosed for interested trustees (Rupert H. Johnson, Jr.; Gregory E. Johnson), not involving Ashton. |
Expertise & Qualifications
- Board notes Ashton’s prior experience as CEO of a NYSE-listed corporation (General Host Corporation leadership), supporting ability to analyze complex materials and exercise fiduciary judgments.
- Oversees 115 portfolios across the Franklin Templeton complex, indicating broad fund governance experience.
Equity Ownership
| Year | Dollar Range of Equity Securities in FTF | Aggregate Dollar Range in All Franklin Templeton Funds Overseen |
|---|---|---|
| 2024 (June 30, 2024) | None | Over $100,000 |
| 2025 (Aug 4, 2025) | None | Over $100,000 |
- Board ownership guideline: Each Board member must invest one-third of trustee fees (excluding committee fees) in shares of one or more Franklin funds until holdings equal/exceed five times the annual retainer and regular Board meeting fees; investments of family members/entities controlled by Board members count; three-year phase-in applies to newly elected Board members; holdings pre-1998 valued as of February 27, 1998, with subsequent investments valued at cost. Compliance status by individual trustee is not disclosed.
Governance Assessment
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Independence and committee work: Ashton is an independent trustee serving on the Nominating and Corporate Governance Committee, which oversees Board composition, independence monitoring, annual effectiveness evaluations, and independent trustee compensation—consistent with robust governance practices.
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Attendance and engagement: For FY 2023 and FY 2024, each Trustee met the ≥75% attendance threshold across Board and committee meetings; however, Trustees historically did not attend the annual shareholders’ meeting (no formal attendance policy).
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Compensation: Purely cash-based retainers and meeting fees; no equity grants or performance metrics—minimizes pay-for-performance misalignment; officers’ compensation borne by the Investment Manager, not the Fund; no pension accruals at Fund level.
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Ownership alignment: Ashton reports “None” dollar-range holdings in FTF while maintaining “Over $100,000” aggregate across Franklin Templeton funds; policy requires substantial fund holdings across the complex, but individual compliance details are not disclosed.
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RED FLAGS / Watch items:
- No reported holdings in FTF itself (Dollar Range: “None”)—potential fund-specific alignment concern despite aggregate complex holdings.
- Overboarding/workload consideration: Service across 34–35 Franklin Templeton boards; governance charter explicitly evaluates Board effectiveness and number of funds served annually.
Overall, Ashton’s long-tenured independent oversight and Nominating Committee membership support governance continuity, with fund-specific ownership and workload serving as key monitoring points for investor confidence.