Philip G. Franklin
About Philip G. Franklin
Philip G. Franklin (Year of Birth: 1951) is an Independent Trustee of the XAI Madison Equity Premium Income Fund (MCN), serving since 2024. He is a former CFO and EVP of Littelfuse, Inc. (1998–2016), a former CFO and VP at OmniQuip International (1995–1998), and previously served as Chairman of Tribune Publishing Company (2014–2021). He is currently a director at TTM Technologies, Inc. (2011–present). He is standing for re-election as a Class II Trustee at the August 12, 2025 annual meeting, with a term running through the 2028 annual meeting if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Littelfuse, Inc. | Chief Financial Officer; Executive Vice President | 1998–2016 | Senior finance leadership; financial, accounting, and regulatory expertise |
| OmniQuip International | Chief Financial Officer; Vice President | 1995–1998 | Senior finance leadership |
| Tribune Publishing Company (Tronc, Inc.) | Chairman | 2014–2021 | Board leadership/oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TTM Technologies, Inc. | Director (public company) | 2011–present | Current public company directorship |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent Trustee |
| Board class and term | Class II Trustee; up for election Aug 12, 2025; term to 2028 if elected |
| Committees | Audit Committee (member); Governance Committee (member) |
| Committee chair roles | Chairperson, Governance Committee |
| Audit Committee financial expert | Scott Craven Jones (not Mr. Franklin) |
| Board leadership | Independent Chair of the Board: Gregory G. Dingens |
| Meeting cadence (FY 2024) | Board: 6 meetings; Audit Committee: 5; Governance Committee: 6 |
| Portfolios overseen in Fund Complex | 3 portfolios |
- The Board and its committees are composed predominantly of Independent Trustees; both Audit and Governance Committees are comprised solely of Independent Trustees .
- Governance and Audit Committee charters approved December 2, 2024; Governance Committee led by Mr. Franklin focuses on trustee nominations and board composition, including diversity considerations (no specific policy) .
Fixed Compensation
FY 2024 Actual (paid for service to Fund Complex)
| Metric | FY 2024 |
|---|---|
| Aggregate Compensation from the Trust | None |
| Total Compensation from the Fund Complex Paid to Mr. Franklin | $65,000 |
| Pension or Retirement Benefits Accrued | None |
2025 Fee Schedule (effective January 1, 2025; allocated among funds based on managed assets)
| Component | Amount |
|---|---|
| Annual retainer (Independent Trustees) | $66,000 |
| Audit Committee Chair fee (if applicable) | $17,500 |
| Board Chair fee (if applicable) | $10,000 |
| Nominating & Governance Committee Chair fee | $5,000 |
Notes: The proxy discloses cash retainers and committee chair fees for Trustees; no retirement or pension benefits are accrued by the Fund for Trustees .
Performance Compensation
The proxy discloses only fixed cash retainers and committee chair fees for Trustees; it does not disclose equity awards, options, bonuses, or performance-based pay for Trustees .
Other Directorships & Interlocks
| Company | Role | Timeframe | Interlocks/Notes |
|---|---|---|---|
| TTM Technologies, Inc. | Director | 2011–present | Current public company board role |
| Tribune Publishing Company (Tronc, Inc.) | Chairman | 2014–2021 | Former public company board leadership |
Expertise & Qualifications
- Financial, accounting, and regulatory expertise from CFO roles at Littelfuse and OmniQuip; board leadership experience as former Chairman of Tribune Publishing .
- Qualifications cited by the Board include availability/commitment, financial expertise, and ability to evaluate information and interact effectively with the adviser, sub-adviser, and auditors .
Equity Ownership
Beneficial ownership as of December 31, 2024:
| Owner | MCN Shares Owned | Dollar Range in MCN | Aggregate Dollar Range Across Fund Family |
|---|---|---|---|
| Philip G. Franklin | 0 | $0 | Over $100,000 |
| Trustees and officers as a group | — | — | Less than 1% of outstanding shares (group ownership) |
- RED FLAG: Mr. Franklin reported 0 MCN shares as of 12/31/2024, which may raise alignment questions despite “Over $100,000” aggregate investment across the fund family .
Governance Assessment
-
Strengths
- Independent Trustee with deep CFO background; brings financial, accounting, and regulatory expertise to the board .
- Serves as Chair of the Governance Committee, signaling leadership in board composition and refreshment processes .
- Independent board chair structure and all-independent membership on Audit and Governance Committees support oversight quality .
- Transparent fee schedule; no pension benefits; cash-based retainers reduce pay complexity and potential pay-for-performance misalignment at the trustee level .
- Regular board and committee meeting cadence (Board: 6; Audit: 5; Governance: 6 in FY 2024) indicates structured oversight rhythm .
-
Potential Concerns / Watch Items
- RED FLAG: No MCN share ownership reported as of 12/31/2024, which may be viewed as weak direct alignment with MCN shareholders, notwithstanding substantial aggregate investments in the fund family .
- Audit Committee financial expert designation rests with another trustee (Scott Craven Jones), not Mr. Franklin; Franklin still serves on the Audit Committee .
- Standing for re-election in 2025 (term to 2028 if elected); investors may scrutinize ownership alignment and committee effectiveness during the vote .
-
Contextual Notes
- Board classified into three classes; Mr. Franklin is a Class II trustee .
- Governance and Audit Committee charters were recently approved (Dec 2, 2024), suggesting formalization of committee mandates; Governance Committee (chaired by Franklin) considers board diversity among several factors without a specific policy .
No director-specific related-party transactions, hedging/pledging disclosures, or attendance percentages for Mr. Franklin were identified in the cited proxy materials; investors should monitor future filings for any updates .