Larry D. Thompson
About Larry D. Thompson
Independent Trustee of FTF since 2007 (born 1945), with deep legal, regulatory, and corporate governance credentials including service as U.S. Deputy Attorney General (2001–2003) and as Executive Vice President, General Counsel and Corporate Secretary at PepsiCo (2004–2011; 2012–2014). He is currently Counsel at Finch McCranie, LLP and the John A. Sibley Professor of Corporate and Business Law at the University of Georgia School of Law (2015–present; previously 2011–2012). Within Franklin Templeton’s fund complex, he oversees 115 portfolios and serves on 34 boards across the complex, reinforcing significant fund governance exposure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Justice | Deputy Attorney General | 2001–2003 | Senior federal legal leadership; regulatory and enforcement oversight |
| The Brookings Institution | Senior Fellow | 2003–2004 | Public policy research |
| University of Georgia School of Law | Visiting Professor | 2004 | Legal education |
| PepsiCo, Inc. | SVP Gov’t Affairs, General Counsel & Secretary | 2004–2011 | Global corporate legal and governance leadership |
| PepsiCo, Inc. | EVP Gov’t Affairs, General Counsel & Corporate Secretary | 2012–2014 | Executive leadership of legal, governance, and regulatory affairs |
| Volkswagen AG | Independent Compliance Monitor & Auditor | 2017–2020 | Oversight of compliance remediation and auditing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Finch McCranie, LLP | Counsel | 2015–present | Legal practice |
| University of Georgia School of Law | John A. Sibley Professor of Corporate and Business Law | 2015–present; previously 2011–2012 | Corporate law and governance focus |
Board Governance
| Item | Detail |
|---|---|
| Board status | Independent Trustee under the 1940 Act; member of the Nominating and Corporate Governance Committee (all members are independent) |
| Board service start | 2007 |
| Committees | Nominating and Corporate Governance Committee (member) |
| Audit Committee role | Not listed as a member (Audit Committee members: Checki (Chair), Choksi, Holiday, Luttig) |
| Lead Independent Trustee | Edith E. Holiday |
| Meeting cadence & attendance | FY2024: 8 Board, 8 Audit, 1 Nominating; each Trustee then in office attended at least 75% of the aggregate of Board and committee meetings on which they served |
| Executive sessions | Independent Trustees meet at least quarterly in executive session with the CCO |
| Portfolios overseen (complex) | 115 |
| Boards within FT complex | 34 |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual retainer (Independent Trustees) | $304,000 |
| Per regularly scheduled Board meeting | $7,000 |
| Lead Independent Trustee supplement | $40,000 (paid to Lead Independent Trustee) |
| Audit Committee member retainer | $10,000 |
| Audit Committee per meeting fee | $3,000 |
| Audit Committee Chair fee | $50,000 (in lieu of Audit member retainer) |
| Reimbursements; pension | Expenses reimbursed; no pension/retirement benefits accrued as Fund expenses |
| Larry D. Thompson – Actual Compensation | Amount / Count |
|---|---|
| Aggregate Compensation from FTF (FY ended Dec 31, 2024) | $407.00 |
| Total Compensation from Franklin Templeton Fund Complex (CY 2024) | $670,000 |
| Boards within FT Fund Complex on which he serves | 34 |
Performance Compensation
| Feature | Disclosure |
|---|---|
| Performance-based cash/equity metrics for Independent Trustees | None disclosed; Independent Trustee compensation is structured as cash retainer plus meeting/committee fees |
| Nominating & Corporate Governance oversight of director pay | Committee periodically reviews compensation of Independent Board members and makes recommendations |
| Clawbacks, gross-ups, severance, change-of-control (directors) | Not disclosed for Independent Trustees |
Other Directorships & Interlocks
| Company | Category | Role | Tenure |
|---|---|---|---|
| Graham Holdings Company | Public | Director | 2011–2021 |
| The Southern Company | Public | Director | 2014–2020; previously 2010–2012 |
| Cbeyond, Inc. | Public | Director | 2010–2012 |
The proxy also notes he is a “Director of various companies” without listing additional current public directorships in the last five years beyond those above .
Expertise & Qualifications
- Legal/regulatory leadership: Former U.S. Deputy Attorney General; extensive corporate legal leadership at PepsiCo .
- Compliance oversight: Independent Compliance Monitor and Auditor for Volkswagen AG (2017–2020) .
- Board selection rationale: Board cites his legal background, including high-level U.S. government roles, as qualifications for service .
Equity Ownership
| Measure | Disclosure |
|---|---|
| Dollar range of equity securities in FTF | $1 – $10,000 (as of Aug 4, 2025) |
| Aggregate dollar range across all Franklin Templeton funds overseen | Over $100,000 |
| Ownership guideline (policy) | Each Board member invests one-third of trustee fees (excluding committee fees) into Franklin funds until holdings ≥ 5x annual retainer + regular Board meeting fees; 3-year phase-in for new Board members (policy adopted Feb 1998) |
Governance Assessment
- Independence and committee role: Larry D. Thompson serves as an Independent Trustee and member of the Nominating & Corporate Governance Committee, which monitors independence, oversees Board effectiveness evaluations, and reviews Independent Trustee compensation—supporting strong governance processes .
- Attendance and engagement: The Board met 8 times in FY2024 (plus 8 Audit, 1 Nominating); each Trustee then in office attended at least 75% of the aggregate meetings of the Board and committees on which they served .
- Alignment: Trustees must invest one-third of fees into Franklin funds until holdings equal or exceed 5x annual retainer and meeting fees; Thompson’s disclosed holdings include $1–$10,000 in FTF and over $100,000 across the Franklin complex, indicating alignment with fund shareholders .
- Compensation structure: Independent Trustee pay is primarily fixed cash (retainers and meeting fees) with no performance metrics disclosed; the Nominating & Corporate Governance Committee periodically reviews Independent Trustee compensation .
- Red flags and considerations:
- None of the Trustees attended the October 3, 2024 annual shareholders’ meeting; the Fund has no formal policy on shareholder meeting attendance .
- Long board tenure since 2007 is a consideration for independence assessments; committee membership and independence monitoring mitigate some concerns .
- Committee specialization: He is not on the Audit Committee (which can be a locus for financial oversight), but the Nominating & Corporate Governance Committee has broad oversight of independence, governance standards, and director compensation practices .
Additional context on Board structure: The Lead Independent Trustee is Edith E. Holiday; Independent Trustees meet at least quarterly in executive session with the CCO, and the Board receives regular risk, valuation, and compliance reports, supporting risk oversight .