Robert Agdern
About Robert D. Agdern
Independent Director (Class III) of Templeton Global Income Fund (GDO), serving since 2015; birth year 1950. Core credentials include extensive business and legal experience: former Deputy General Counsel at BP plc (1999–2001) and Associate General Counsel at Amoco Corporation (1993–1998), plus governance exposure via the Advisory Committee of the Dispute Resolution Research Center at Kellogg School of Management (2002–2016). He serves on the Audit, Nominating, Compensation, and Pricing & Valuation Committees and is designated as the Board’s Compliance Liaison; he oversees 17 portfolios within the Franklin Templeton fund complex; no other public company directorships are disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP plc | Deputy General Counsel (Western Hemisphere matters) | 1999–2001 | Senior legal leadership for global energy operations |
| Amoco Corporation | Associate General Counsel (corporate, chemical, refining/marketing; special assignments) | 1993–1998 | Broad corporate legal, operations and M&A support (Amoco merged with BP in 1998) |
| Kellogg School of Management (Northwestern University) | Advisory Committee Member, Dispute Resolution Research Center | 2002–2016 | Expertise in negotiation/dispute resolution supporting governance effectiveness |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | None disclosed | — | Proxy lists “Other Directorships Held by Director: None” |
Board Governance
- Independence: Classified as a Non-Interested Director under the 1940 Act and “independent” per NYSE listing standards; Board has 8 directors, 7 independent. Independent Directors meet in executive session with independent counsel; Chair of the Board is an Independent Director (Eileen A. Kamerick).
- Committee assignments: Member of Audit, Nominating, Compensation, and Pricing & Valuation Committees; Compliance Liaison. Not listed as a committee chair in 2025.
- Committee leadership and meeting cadence (FY ended 10/31/24):
- Audit: Chair—Nisha Kumar; met 5 times.
- Nominating: Chair—Hillary A. Sale; met 7 times.
- Compensation: Chair—Peter Mason; met once.
- Pricing & Valuation: Chair—Carol L. Colman; met 4 times.
- Attendance: Board held 4 regular and 1 special meeting; each Director attended at least 75% of board/committee meetings; no Director attended the 2024 Annual Meeting of Stockholders.
Fixed Compensation
- The fund pays cash compensation to Independent Directors for board/committee service. The fund does not provide pension or retirement benefits to Directors.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from GDO ($) | 9,172 | 10,050 |
| Metric | CY 2023 | CY 2024 |
|---|---|---|
| Total Compensation from Fund + Fund Complex ($) | 402,222 | 466,000 |
Notes:
- Compensation reflects service on GDO and committees across other investment companies advised by FTFA within the fund complex.
- Each Director currently holds 17 investment company directorships within the fund complex (2024 calendar year basis).
Performance Compensation
- No performance-based bonuses, stock awards, options, or performance metrics for Independent Directors are disclosed in the proxy. Compensation tables present cash totals only; proxies state no pension/retirement benefits.
| Performance Metric | Inclusion in Director Pay | Details |
|---|---|---|
| Cash bonus tied to targets | Not disclosed | No bonus metrics presented |
| Equity awards (RSUs/PSUs/options) | Not disclosed | No equity award disclosures |
| Performance metrics (Revenue/EBITDA/TSR/ESG) | Not disclosed | No performance framework disclosed |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None |
| Prior public company boards | Not disclosed |
| Private/non-profit/academic boards | Kellogg DRRC Advisory Committee (2002–2016) |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Business/legal expertise spanning energy sector and complex corporate matters; compliance oversight experience (Compliance Liaison).
- The proxy explicitly notes Agdern’s business/legal background as a qualification, consistent with SEC requirements for disclosure, not implying special expertise/liability.
Equity Ownership
- Beneficial ownership as of December 31, 2024:
- GDO holdings: Category “A” = None.
- Aggregate holdings across funds overseen in the Franklin Templeton complex: Category “D” = $50,001–$100,000.
- Group ownership: Directors and officers, as a group, owned less than 1% of GDO’s outstanding common stock as of February 7, 2025.
| Holder | GDO Dollar Range | Aggregate Family of Investment Companies Dollar Range | As-of Date |
|---|---|---|---|
| Robert D. Agdern | A = None | D = $50,001–$100,000 | Dec 31, 2024 |
Range definitions: A=None; B=$1–$10k; C=$10,001–$50k; D=$50,001–$100k; E=Over $100k.
Governance Assessment
- Strengths:
- Independent status with broad committee involvement and Compliance Liaison role bolsters oversight and risk management.
- Active committee cadence (Audit, Nominating, Compensation, Pricing & Valuation) with independent chairs; documented meetings indicate engagement.
- Attendance threshold met (≥75% of eligible meetings).
- No disclosed related-party conflicts (no interest in adviser or affiliates as of Dec 31, 2024).
- Watch items / potential RED FLAGS:
- No personal share ownership in GDO (Category A = None), which may signal weaker “skin-in-the-game” alignment versus funds that require director ownership.
- No directors attended the 2024 Annual Meeting of Stockholders, though the fund has no formal attendance policy; investors may prefer visible engagement with shareholders.
- Compensation observations:
- Cash compensation increased year over year from $402,222 (CY2023) to $466,000 (CY2024) for fund complex service; absence of performance-linked pay may limit pay-for-performance alignment but is typical for closed-end fund independent directors.
Additional board context:
- Audit Committee independence safeguards (pre-approval framework; non-audit services limits; PwC independence confirmations) support auditor oversight; aggregate non-audit fees to service affiliates were $334,889 in FY2024 (vs. $342,635 FY2023).