Rupert H. Johnson, Jr.
About Rupert H. Johnson, Jr.
Rupert H. Johnson, Jr. (born 1940) serves as an Interested Trustee of Franklin Limited Duration Income Trust (FTF) and has been on the Fund’s Board since 2003 . He is Vice Chairman and a Director of Franklin Resources, Inc. (NYSE: BEN) and a Director of Franklin Advisers, Inc.; he is considered an “interested person” due to his officer roles and major shareholding in the parent of the Fund’s investment manager . As of June 30, 2025, he beneficially owned approximately 20% of Franklin Resources’ common shares; the count includes shares held by a private charitable foundation or by his spouse, of which he disclaims beneficial ownership . Johnson is the uncle of Gregory E. Johnson, who is Chairman of the Board of FTF and Executive Chairman at Resources .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Franklin Resources, Inc. (NYSE: BEN) | Vice Chairman, Director | Principal occupation during at least the past 5 years (ongoing) | Major shareholder (~20% BEN as of 6/30/2025) |
| Franklin Advisers, Inc. | Director | Principal occupation during at least the past 5 years (ongoing) | Director of the Fund’s Investment Manager—interlock with FTF |
| Franklin Templeton fund complex (subsidiaries/funds) | Officer and/or director/trustee of certain subsidiaries/funds | Principal occupation during at least the past 5 years (ongoing) | Not disclosed |
External Roles
| Organization | Role | Tenure | Interlock/Note |
|---|---|---|---|
| Franklin Resources, Inc. (NYSE: BEN) | Vice Chairman, Director | Ongoing (per past 5+ years disclosure) | Parent of FTF’s Investment Manager; Johnson ~20% beneficial owner as of 6/30/2025 |
| Franklin Advisers, Inc. | Director | Ongoing (per past 5+ years disclosure) | Investment Manager to FTF (direct governance interlock) |
Board Governance
- Classification: Interested Trustee (not independent) due to his position as an officer/director and major shareholder of Franklin Resources, the parent of the Fund’s investment manager .
- Tenure on Board: Trustee since 2003; current class term listed as serving until the 2026 Annual Shareholders’ Meeting .
- Committee memberships: Not listed as a member of the Audit Committee (comprised of independent trustees) and not listed on the Nominating Committee (comprised entirely of independent trustees) .
- Attendance: Each Trustee then in office attended at least 75% of the aggregate number of Board and relevant committee meetings in FY ended December 31, 2024 .
- Annual meeting attendance: None of the Trustees (including Johnson) attended the Fund’s last annual shareholders’ meeting held October 3, 2024 .
- Lead Independent Director: Edith E. Holiday serves as Lead Independent Trustee .
Fixed Compensation
| Component | Amount | Applicability | Notes |
|---|---|---|---|
| Annual retainer | $304,000 | Independent Trustees | Portion allocated to FTF; independent trustees also serve across Franklin Templeton complex |
| Regular Board meeting fee | $7,000 per meeting | Independent Trustees | Portion allocated to FTF |
| Lead Independent supplemental retainer | $40,000 per year | Lead Independent Trustee | Portion allocated to FTF |
| Audit Committee member retainer | $10,000 per year | Audit Committee members | Portion allocated to FTF |
| Audit Committee meeting fee | $3,000 per meeting | Audit Committee members | Portion allocated to FTF |
| Audit Committee chair fee | $50,000 per year | Audit Committee chair | In lieu of member retainer; portion allocated to FTF |
| Interested Trustees compensation from Fund | Not disclosed | Interested Trustees | Proxy notes certain interested trustees/officers are Resources shareholders and may receive indirect remuneration via management fees; salaries of officers paid by Investment Manager; no pension/retirement benefits accrued as Fund expenses |
Policy alignment requirement: Each Board member historically invests one-third of trustee fees (excluding committee fees) into Franklin funds until holdings equal/exceed five times annual retainer plus regular Board meeting fees; investments by family or controlled entities count; three-year phase-in for newly elected members .
Performance Compensation
| Element | Disclosed? | Details |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed | Proxy details cash retainers/meeting fees; no equity awards discussed for trustees |
| Option awards | Not disclosed | No option awards discussed for trustees |
| Performance metrics tied to compensation | Not disclosed | No revenue/EBITDA/TSR/ESG metrics tied to trustee pay disclosed |
| Severance/change-of-control/clawbacks | Not disclosed | No change-of-control or clawback terms disclosed for trustees |
| Pensions/SERP | Not accrued as Fund expenses | Fund does not accrue pension/retirement benefits as part of expenses |
| Perquisites | Reimbursement only | Independent Trustees reimbursed for meeting/conference expenses; no perquisites detailed |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Note |
|---|---|---|
| Franklin Resources, Inc. (NYSE: BEN) | Vice Chairman, Director | Parent of FTF’s Investment Manager (Franklin Advisers); Johnson ~20% BEN beneficial owner as of 6/30/2025—related-party exposure |
| Franklin Advisers, Inc. | Director | Investment Manager to FTF—direct governance/oversight interlock |
Expertise & Qualifications
- High-ranking executive within Franklin Templeton (Resources/Advisers) with extensive fund complex oversight; the proxy identifies him and Gregory E. Johnson as “high-ranking executive officers of Resources” in evaluating Board qualifications .
- Oversees 115 portfolios within the Franklin Templeton fund complex, per Board disclosure .
Equity Ownership
| Item | As of | Amount |
|---|---|---|
| Dollar range of equity securities in FTF | Aug 4, 2025 | None |
| Aggregate dollar range across all Franklin Templeton funds overseen | Aug 4, 2025 | Over $100,000 |
| Beneficial ownership in Franklin Resources common shares (BEN) | Jun 30, 2025 | Approximately 20% (includes shares held by private charitable foundation or spouse; disclaimed) |
| Beneficial ownership in Franklin Resources common shares (BEN) | Jun 30, 2024 | 104,201,525 (~20%) |
Governance Assessment
- RED FLAG: Interested Trustee status driven by officer/director roles and major shareholding in Resources, which wholly owns the Fund’s Investment Manager—creating structural related-party exposure and potential conflicts in oversight of advisory arrangements .
- RED FLAG: Familial relationship—Johnson is the uncle of Gregory E. Johnson, FTF’s Chairman and Executive Chairman at Resources—raising concerns about independence and board dynamics .
- Committee oversight gap: Not a member of the Audit Committee or the Nominating Committee, both comprised exclusively of independent trustees—limiting direct role in key governance controls .
- Attendance signal: Met minimum attendance (≥75%) for FY2024 but did not attend the October 3, 2024 annual shareholders’ meeting—an investor-engagement consideration .
- Alignment nuance: No direct holding in FTF disclosed while aggregate Franklin fund holdings exceed $100,000 and a significant BEN stake exists—alignment more with broader Franklin complex than with FTF specifically .
- Compensation transparency: Trustee cash fee structures are detailed for independent trustees; compensation for interested trustees (including Johnson) from the Fund is not disclosed and may be indirect via Resources—limiting pay-for-performance analysis at the Fund level .