J. Michael Luttig
About J. Michael Luttig
Independent Trustee of Franklin Limited Duration Income Trust (FTF) since 2009; year of birth 1954. Former Federal Appeals Court Judge (U.S. Court of Appeals for the Fourth Circuit, 1991–2006), Executive Vice President and General Counsel at The Boeing Company (2006–2019), and currently Counselor and Special Advisor to the CEO and Board of The Coca-Cola Company (2021–present) . He is classified as an Independent Trustee (not an “interested person”) under the Investment Company Act and serves within a board structure where the Lead Independent Trustee is Edith E. Holiday .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Court of Appeals for the Fourth Circuit | Federal Appeals Court Judge | 1991–2006 | Judicial experience cited by the Board as relevant to fiduciary oversight |
| The Boeing Company | Executive Vice President, General Counsel; member of Executive Council | 2006–2019 | Senior legal and governance leadership at a major public company |
| The Boeing Company | Counselor and Senior Advisor to the Chairman, CEO, and Board; member of Executive Council | 2019–2020 | Strategic board advisory experience |
| Boeing Capital Corporation | Director | 2006–2010 | Financial oversight in aircraft financing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Coca-Cola Company | Counselor and Special Advisor to the CEO and Board of Directors | 2021–present | Ongoing advisory role; not a director |
Board Governance
- Independence and committees: Independent Trustee; member of the Audit Committee (with Checki—Chair, Choksi, Holiday, Thompson) and member of the Nominating and Corporate Governance Committee .
- Meeting cadence and attendance: Fiscal year 2024 had eight Board meetings, eight Audit Committee meetings, and one Nominating Committee meeting; each Trustee attended at least 75% of Board and committee meetings on which they served . In fiscal year 2023, there were nine Board meetings, eight Audit Committee meetings, and one Nominating Committee meeting; each Trustee attended at least 75% .
- Shareholder meeting engagement: None of the Trustees attended the Fund’s last annual shareholders’ meeting held on October 3, 2024; similarly, none attended the October 3, 2023 meeting .
- Board structure: ≥75% of Board members are Independent Trustees; Board has a Lead Independent Trustee (Holiday) and uses executive sessions with the CCO at least quarterly; Audit Committee charter requires financial literacy for all members and at least one audit committee financial expert .
Fixed Compensation
| Component | Amount | Applicability to Luttig | Source |
|---|---|---|---|
| Annual retainer (Independent Trustees) | $304,000 | Applies | |
| Regular Board meeting fee | $7,000 per meeting | Applies | |
| Audit Committee member retainer | $10,000 annually | Applies (member, not chair) | |
| Audit Committee meeting fee | $3,000 per meeting | Applies | |
| Lead Independent Trustee supplemental retainer | $40,000 annually | Not applicable (Holiday holds role) | |
| Audit Committee chair fee (in lieu of member retainer) | $50,000 annually | Not applicable (Checki is chair) |
Aggregate compensation disclosure:
| Metric | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Aggregate compensation from FTF | $414 | $394.99 | Per-fund allocation of complex-wide fees |
| Total compensation from Franklin Templeton fund complex | $710,097 | $673,000 | Serves across many registered investment companies |
| Number of fund boards in complex served | 35 | 34 | Count excludes series-level funds |
Performance Compensation
| Metric | Disclosed? | Detail | Source |
|---|---|---|---|
| Bonus (target/actual) | Not disclosed for Independent Trustees | Compensation is structured as cash retainer and meeting fees; no bonuses described | |
| Equity awards (RSUs/PSUs/options) | Not disclosed for Independent Trustees | No stock or option awards listed in trustee compensation; alignment via fund investment policy (see Equity Ownership) | |
| Performance metrics tied to pay | Not disclosed | No TSR/EBITDA/revenue metrics cited for trustee compensation |
Other Directorships & Interlocks
| Company | Role | Period | Potential Interlock Considerations |
|---|---|---|---|
| Boeing Capital Corporation | Director | 2006–2010 | Historic role; no current directorships listed in last 5 years for Luttig |
Expertise & Qualifications
- Legal and governance expertise: Former Federal Appeals Court Judge; long-tenured public company GC and executive council member; audit and governance charter frameworks emphasize financial literacy and independent oversight that align with his background .
- Senior corporate advisory: Counselor/Special Advisor to Coca-Cola’s CEO and Board since 2021, bringing large-cap boardroom exposure .
- Board qualification narrative: The Board cites his 15 years judicial and 11 years Boeing GC experience as reasons supporting effective Trustee service .
Equity Ownership
- Dollar range of equity securities beneficially owned (FTF and complex), with shareholder-alignment policy:
| Metric | As of Jun 30, 2024 | As of Aug 4, 2025 |
|---|---|---|
| Dollar range in FTF | None | None |
| Aggregate dollar range across Franklin Templeton funds overseen | Over $100,000 | Over $100,000 |
| Ownership policy (Independent Trustees) | Invest one-third of trustee fees (excluding committee fees) in Franklin funds until holdings equal/exceed 5× annual retainer + regular Board meeting fees | Same policy described historically and in current proxy |
Governance Assessment
-
Strengths:
- Independent Trustee with deep legal/governance experience; serves on both Audit and Nominating Committees, supporting board effectiveness and oversight .
- Audit Committee structure and charter impose financial literacy and independence standards; regular executive sessions with the CCO and comprehensive risk oversight reporting cadence .
- Formalized ownership alignment policy requiring investment in Franklin funds, targeting 5× retainer + meeting fees over time .
-
Watch items / red flags:
- Shareholder meeting engagement: none of the Trustees attended the last two annual shareholders’ meetings (Oct 3, 2023 and Oct 3, 2024), which may be viewed as limited direct shareholder interaction .
- Overboarding risk in fund complex: Luttig serves across many Franklin Templeton registered investment company boards (35 in 2023, 34 in 2024); while fund boards are often counted as one for certain exchange rules, high aggregate commitments warrant attention to workload and effectiveness .
- FTF-specific ownership: dollar range in FTF is “None,” which may be perceived as weaker “skin-in-the-game” at the individual fund level despite substantial aggregate holdings across the complex .
-
Independence and conflicts:
- Classified as Independent Trustee; Nominating Committee membership is entirely independent; no “interested person” designation for Luttig (no family or employment ties to the investment manager) .
- No related-party transactions disclosed pertaining to Luttig in the proxy; Audit Committee charter includes procedures to review related-party transactions and material violations, mitigating conflict risk .