Valerie M. Williams
About Valerie M. Williams
Independent Trustee of Franklin Limited Duration Income Trust (FTF) since 2021; former Regional Assurance Managing Partner at Ernst & Young LLP (2005–2016) with prior EY roles from 1981–2005. Born in 1956; age 68; holds a BBA from University of North Texas and an MBA from University of Houston. Current public company directorships include Omnicom Group (audit and finance committees), DTE Energy (Audit Committee Chair; Corporate Governance Committee), and Devon Energy (Audit Committee Chair; Safety, Operations and Resource committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Regional Assurance Managing Partner | 2005–2016 | Senior leadership; audit and public accounting across global companies |
| Ernst & Young LLP | Roles of increasing responsibility | 1981–2005 | Assurance leadership; audit innovation and inclusiveness council participation |
| WPX Energy, Inc. | Independent Director | 2018–2021 | Board oversight until merger with Devon |
External Roles
| Company | Role | Start | Board Committees |
|---|---|---|---|
| Omnicom Group, Inc. (NYSE: OMC) | Independent Director | 2016 | Audit and Finance Committees |
| DTE Energy Co. (NYSE: DTE) | Independent Director | 2018 | Audit Committee Chair; Corporate Governance Committee |
| Devon Energy Corporation (NYSE: DVN) | Independent Director | 2021 | Audit Committee Chair; Safety, Operations and Resource Committee; designated “audit committee financial expert” |
| Franklin Universal Trust | Trustee | 2020 | Independent board member within Franklin Templeton fund complex |
Board Governance
- Independence and appointments: Independent Trustee under the 1940 Act; serves on the FTF Nominating Committee (Independent-only composition) .
- Committee assignments at FTF: Nominating and Corporate Governance Committee member; not listed on the Audit Committee; Lead Independent Director role held by Edith E. Holiday .
- Meeting cadence and attendance: FY2024—8 Board, 8 Audit, 1 Nominating; each Trustee attended ≥75% of Board and committee meetings; none attended the Oct 3, 2024 annual meeting. FY2023—9 Board, 8 Audit, 1 Nominating; each Trustee attended ≥75%; none attended the Oct 3, 2023 annual meeting .
- Oversight load: Oversees 107 portfolios in the Franklin Templeton complex; Board evaluates effectiveness annually, including number of funds each Trustee serves .
| Governance Metric | FY2023 | FY2024 |
|---|---|---|
| Board meetings held | 9 | 8 |
| Audit Committee meetings held | 8 | 8 |
| Nominating Committee meetings held | 1 | 1 |
| Trustee attendance threshold met (≥75%) | Yes (all Trustees) | Yes (all Trustees) |
| Annual shareholders’ meeting attendance | None (Oct 3, 2023) | None (Oct 3, 2024) |
| Portfolios overseen (Williams) | 107 | 107 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Trustees) | $304,000 | Paid across Franklin complex; portion allocated to FTF |
| Per regular Board meeting | $7,000 | Portion allocated to FTF; special meetings may also be compensated |
| Audit Committee member retainer | $10,000 | Plus $3,000 per Audit Committee meeting; Chair receives $50,000 in lieu of member retainer |
| Lead Independent Trustee supplemental retainer | $40,000 | Role currently Edith E. Holiday |
| Total Compensation (Franklin Templeton Fund Complex) | 2023 (Calendar) | 2024 (Calendar) |
|---|---|---|
| Valerie M. Williams | $686,000 | $675,000 |
| Aggregate Compensation From FTF (Fund-level) | FY2023 | FY2024 |
|---|---|---|
| Valerie M. Williams | $385 | $361.04 |
Performance Compensation
- No equity-based or performance-conditioned compensation for Independent Trustees disclosed; proxy details fixed cash fees only (retainers, per-meeting, committee fees) and reimbursement of expenses; no pension/retirement benefits accrue as Fund expenses .
Other Directorships & Interlocks
- Interlock observation: Mary C. Choksi, an FTF Independent Trustee, also serves on Omnicom’s board; Williams serves on Omnicom—shared board exposure may facilitate information flow (not a related-party transaction) .
- FTF Interested Trustees are tied to Franklin Resources (BEN), but Williams is independent; no disclosed familial or business ties to management .
Expertise & Qualifications
- 35+ years in audit/public accounting at EY; oversight experience across energy and technology sectors; designated “audit committee financial expert” at Devon—adds depth in financial reporting and controls .
- Education: BBA (University of North Texas), MBA (University of Houston) .
Equity Ownership
| Holder | Dollar Range in FTF | Aggregate Dollar Range in All Franklin Templeton Funds Overseen |
|---|---|---|
| Valerie M. Williams | None | Over $100,000 |
- Ownership guidelines: Trustees must invest one-third of fees (excluding committee fees) into Franklin funds until holdings equal/exceed 5× annual retainer and regular Board meeting fees; 3-year phase-in for new Trustees; family/controlled entity holdings count toward compliance .
- Concentration: Officers and Trustees as a group own <1% of outstanding FTF shares; no Trustee owns ≥1% .
Insider Trades (External Companies)
| Company | Filing Type | Date | Transaction Summary |
|---|---|---|---|
| Omnicom Group (OMC) | Form 4 | Oct 1, 2025 | Deferred receipt of 628.6 shares under 2021 Incentive Award Plan; beneficial ownership reported at 23,641.85 shares; non-sale, $0 price transaction |
| DTE Energy (DTE) | Form 4 | Jun 5, 2025 | Section 16 filing (details in XML); routine director transaction reporting |
| Omnicom Group (OMC) | Form 4 | Jul 3, 2025 | Deferred equity/plan-related reporting; signature by attorney-in-fact |
Governance Assessment
- Strengths: Independent status; deep audit expertise; active roles chairing audit committees at DTE and Devon; FTF governance structure emphasizes Independent Trustees (≥75%), executive sessions with CCO at least quarterly, and robust audit/nominating charters .
- Alignment: While Williams shows “None” in FTF share ownership, Franklin’s trustee policy requires ongoing investment into Franklin funds with a 5× retainer target; she reports “Over $100,000” aggregate holdings across funds—positive alignment with fund complex, though not FTF-specific .
- Engagement: ≥75% attendance on Board/committees; however, non-attendance at annual shareholder meetings in 2023 and 2024 reduces visible shareholder engagement .
- Workload/Interlocks: Oversees 107 portfolios and sits on multiple external boards; the Board’s annual effectiveness review explicitly considers number of funds served; shared Omnicom board membership with another FTF Trustee (Choksi) is an interlock to monitor (information flow vs. potential groupthink risk) .
- Conflicts/Related-party: No related-party transactions involving Williams disclosed in the FTF proxy; FTF auditor is PwC (not EY), mitigating prior employer conflict concerns .
RED FLAGS: None disclosed for related-party transactions, pledging/hedging, or option repricings; visibility risk from absence at annual meetings and no direct FTF share ownership (despite complex-wide holdings), which investors may weigh against governance alignment .