Ann Torre Bates
About Ann Torre Bates
Ann Torre Bates (born 1958) is an Independent Director of Templeton Dragon Fund, Inc. (TDF) and has served on the Board since 2008. She brings extensive finance and boardroom experience, including prior service as EVP & CFO of NHP Incorporated and as Vice President & Treasurer of US Airways. She currently serves on TDF’s Audit Committee and is deemed independent under NYSE standards. Her other current directorships include Ares Capital Corporation and Ares’ closed‑end funds, reflecting deep capital markets experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NHP Incorporated (manager of multifamily housing) | Executive Vice President & Chief Financial Officer | 1995–1997 | Senior finance leadership; public-company CFO experience |
| US Airways, Inc. | Vice President & Treasurer | Until 1995 | Corporate finance and treasury leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ares Core Infrastructure Fund (closed-end investment management company) | Director | Oct 2024–present | Not disclosed |
| Ares Strategic Income Fund (closed-end investment management company) | Director | 2022–present | Not disclosed |
| Ares Capital Corporation (specialty finance company) | Director | 2010–present | Not disclosed |
| United Natural Foods, Inc. | Director (former) | 2013–2023 | Not disclosed |
| Navient Corporation | Director (former) | 2014–2016 | Not disclosed |
Board Governance
- Independence and assignments: Bates is an Independent Director and a member of the Audit Committee; the committee is composed solely of Independent Directors as defined by NYSE listing standards. The Audit Committee oversees auditor appointment, compensation, independence, and financial reporting controls.
- Tenure: Director since 2008 (long-serving, providing historical context and continuity).
- Meeting cadence and attendance: In FY 2024 the Board met 5 times; the Audit Committee met 4 times; the Nominating Committee met 2 times. Each Director attended at least 75% of the aggregate of Board and applicable committee meetings.
- Annual shareholder meeting attendance: No Directors attended the May 23, 2024 annual meeting (potential engagement concern).
- Lead Independent Director: Edith E. Holiday serves as Lead Independent Director.
- Ownership policy: Directors are required to invest one‑third of their Templeton fund board fees annually into Franklin Templeton funds until holdings reach ≥3x annual retainer plus regular meeting fees; all current Board members are compliant.
Fixed Compensation
Compensation structure for Independent Directors across the Franklin Templeton/Legg Mason fund complex (a portion allocated to TDF):
- Annual retainer: $220,000; Regularly scheduled Board meeting fee: $10,000 per meeting; Fees may be paid for specially called meetings.
- Lead Independent Director supplemental retainer: $50,000.
- Audit Committee member retainer: up to $10,000; Audit Committee meeting fee: $3,000 per meeting; Audit Committee Chair additional retainer: $25,000.
- No pension or retirement benefits accrue as Fund expenses.
Director-level cash received (Bates):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from TDF (cash) | $5,295 | $3,344 |
| Total Compensation from Franklin Templeton Fund Complex | $677,798 | $652,000 |
| Number of Boards within Franklin Templeton Fund Complex | 14 | 13 |
Performance Compensation
- The proxy discloses cash retainers and meeting fees for Independent Directors; it does not describe any performance-based bonuses, stock awards, or option awards for directors.
| Performance Component | Disclosure |
|---|---|
| Bonus/annual incentive | Not disclosed for Independent Directors |
| Stock awards (RSUs/PSUs) | Not disclosed for Independent Directors |
| Options | Not disclosed for Independent Directors |
| Performance metrics (TSR, revenue, ESG) | Not disclosed for Independent Directors |
Other Directorships & Interlocks
- Current public company/registered fund boards: Ares Capital Corporation; Ares Strategic Income Fund; Ares Core Infrastructure Fund.
- Recent prior boards: United Natural Foods, Inc.; Navient Corporation.
- Potential interlocks/conflicts: No interlocks with TDF’s investment manager disclosed; Audit Committee is tasked with reviewing potential conflicts and related‑party transaction oversight as part of its charter and QLCC responsibilities.
Expertise & Qualifications
- Finance and audit oversight: Former public-company CFO (NHP) and corporate treasurer (US Airways) with ongoing Audit Committee service at TDF; the Nominating Committee highlights her CFO background and public board experience as qualifications for Board service.
- Capital markets and credit expertise: Current director of Ares Capital Corporation and Ares closed‑end funds.
Equity Ownership
| Item | Detail |
|---|---|
| Dollar range of equity securities in TDF (as of Mar 10, 2025) | $10,001—$50,000 |
| Aggregate dollar range across all U.S. registered funds in Franklin Templeton complex | Over $100,000 |
| Ownership concentration | No nominee or Director owned ≥1% of TDF; Directors and officers as a group owned <1% (as of Mar 10, 2025) |
| Ownership guideline compliance | All current Board members compliant with the 3x retainer investment requirement |
Governance Assessment
-
Strengths
- Independence and audit oversight: Independent Audit Committee with clear authority over auditor selection/independence and internal control oversight; Bates is an active member.
- Financial acumen: Prior CFO and treasury experience align with audit and risk oversight needs.
- Alignment: Mandatory investment policy (one‑third of fees into Franklin Templeton funds until 3x retainer threshold) and confirmed compliance support “skin in the game.”
- Attendance: Met the ≥75% attendance threshold across Board/committee meetings in FY 2024.
-
Watch items / potential red flags
- Shareholder meeting attendance: No Directors attended the 2024 annual meeting, a soft signal on investor engagement; continued monitoring warranted.
- Auditor non‑audit services: Non‑audit fees to PwC for services to the investment manager and affiliates rose from $75,500 (FY 2023) to $140,972 (FY 2024); the Audit Committee considered compatibility with auditor independence and directly pre‑approves such services due to absence of standing pre‑approval policies.