Robert D. Agdern
About Robert D. Agdern
Independent Class III Director born 1950; on the SCD Board since 2015. He serves on the Audit, Nominating, Compensation, and Pricing & Valuation Committees and is designated as the Compliance Liaison. Background includes Deputy General Counsel for BP plc (1999–2001), Associate General Counsel at Amoco (1993–1998), and Advisory Committee member at Kellogg’s Dispute Resolution Research Center (2002–2016). He oversees 17 portfolios in the Franklin Templeton fund complex; no other public company directorships are reported.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP plc | Deputy General Counsel (Western Hemisphere matters) | 1999–2001 | Senior legal oversight across corporate, compliance and operations |
| Amoco Corporation | Associate General Counsel (corporate, chemical, refining & marketing; special assignments) | 1993–1998 | Corporate legal leadership; strategic assignments pre-merger with BP |
| Kellogg Graduate School of Business, Northwestern University | Advisory Committee Member, Dispute Resolution Research Center | 2002–2016 | Governance and dispute resolution expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Franklin Templeton fund complex | Oversees portfolios | Current | 17 portfolios overseen |
| Other Public Company Boards | None | — | No interlocks reported |
Board Governance
| Attribute | Details |
|---|---|
| Director class/term | Class III; term expires at 2026 Annual Meeting |
| Independence | Non-interested Director; Board committees composed of Independent Directors per NYSE standards |
| Board/Committee Attendance | FY ended Nov 30, 2024: Board held 4 regular + 2 special meetings; each Director attended ≥75% of meetings; no Director attended 2024 Annual Meeting |
| Committee Memberships | Audit; Nominating; Compensation; Pricing & Valuation; Compliance Liaison |
| Committee Chairs | Audit: Nisha Kumar; Nominating: Hillary A. Sale; Pricing & Valuation: Carol L. Colman; Compensation: Peter Mason |
| Committee Meeting Frequency (FY 2024) | Audit: 5; Nominating: 7; Pricing & Valuation: 4; Compensation: 1 |
| Engagement Indicator | Signed the Audit Committee Report dated January 21, 2025 |
Fixed Compensation
| Metric | FY 2015 | FY 2018 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Aggregate Compensation from SCD ($) | $7,020 | $7,698 | $11,823 | $20,057 |
| Total Compensation from Fund Complex ($, calendar year) | $278,856 | $260,000 | $402,000 | $466,000 |
| Directorships in Fund Complex (count) | 31 | 23 | 18 | 17 |
Notes:
- The Fund does not provide pension or retirement benefits to Directors; compensation reflects service across committees and other FTFA-advised funds .
Performance Compensation
| Component | FY 2015 | FY 2018 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Performance-based bonus | Not disclosed in proxy | Not disclosed in proxy | Not disclosed in proxy | Not disclosed in proxy |
| Equity awards (RSUs/PSUs/Options) | Not disclosed in proxy | Not disclosed in proxy | Not disclosed in proxy | Not disclosed in proxy |
| Option awards/vesting terms | Not disclosed in proxy | Not disclosed in proxy | Not disclosed in proxy | Not disclosed in proxy |
Other Directorships & Interlocks
| Company | Role | Committees | Interlock/Conflict Note |
|---|---|---|---|
| None reported | — | — | No other public company directorships; reduces interlock risk |
Expertise & Qualifications
- Legal and compliance expertise from senior roles at BP and Amoco; experience as a business/legal professional cited by the Board .
- Active service across all Independent Director committees and liaison role to compliance functions .
Equity Ownership
| Metric | 2015 | 2016 | 2023 | 2024 |
|---|---|---|---|---|
| Dollar Range of Equity Securities in SCD | A = None | A = None | A = None | A = None |
| Aggregate Dollar Range across Funds Overseen | A = None | E = Over $100,000 | D = $50,001–$100,000 | D = $50,001–$100,000 |
| Group Ownership | Directors/officers as a group owned <1% of SCD outstanding shares (2024/2025) |
Pledging/Hedging/Guidelines:
- No pledging or hedging disclosures found; no director ownership guideline disclosures for SCD identified in the proxy excerpts reviewed .
Governance Assessment
- Strengths: Independent Director with deep legal/compliance background; broad committee participation; Audit Committee engagement (signatory); Board comprised of super-majority Independent Directors; committees chaired by Independent Directors; structured risk oversight and committee charters with regular meeting cadence .
- Alignment considerations: No direct ownership in SCD (dollar range “A = None”), and group ownership <1%—typical for closed-end fund boards but may be viewed as limited “skin in the game” by some investors .
- Conflicts/Related Parties: Proxy states no non-interested Directors (and immediate family) had interests in the adviser or controlled affiliates as of Dec 31, 2024/2023; no related-party transactions identified in reviewed sections—positive for independence/conflict mitigation .
- Attendance/Engagement: All Directors met at least 75% attendance for Board/committees; no Director attended the 2024 Annual Meeting (fund has no formal annual meeting attendance policy). Attendance threshold met; annual meeting non-attendance noted as a disclosure .
RED FLAGS (to monitor):
- Zero direct ownership in SCD may be perceived as limited alignment by some governance-sensitive investors, even though common in fund complexes .
- High fund-complex compensation relative to fund-specific compensation (e.g., $466k complex vs. $20k SCD in 2024) could prompt questions on time allocation; context is service across multiple FTFA-advised funds .
Sources: 2025 DEF 14A, 2024 DEF 14A.
- Director biography, committees, term, portfolios overseen, other directorships:
- Board leadership, independence, meeting counts and attendance:
- Committee chairs and meeting frequencies: Audit ; Nominating ; Pricing & Valuation ; Compensation
- Audit Committee Report (signatory):
- Director compensation tables (SCD and fund complex): 2025 proxy ; 2024 proxy ; 2018 proxy ; 2015 proxy
- Security ownership (dollar ranges) and group ownership: 2025 proxy ; 2024 proxy ; 2016 proxy ; 2015 proxy
- Independence/related-party interests statement: 2025 proxy ; 2024 proxy