David W. Niemiec

About David W. Niemiec

Independent Director of Templeton Dragon Fund, Inc. (TDF) since 2005; year of birth 1949. Former Chief Financial Officer and Vice Chairman of Dillon, Read & Co. Inc., with subsequent senior investment banking and private equity roles; currently an Advisor at Saratoga Partners. Oversees 26 portfolios within the Franklin Templeton fund complex (2024 data year-end), reflecting deep fund governance experience .

Past Roles

External Roles

Board Governance

• Independence and tenure: Independent Director since 2005; listed among Independent Directors (not an “interested person”) .
• Committee assignments: Audit Committee Chair; current Audit Committee members are Niemiec (Chair), Ann T. Bates, Terrence J. Checki, J. Michael Luttig, and Constantine D. Tseretopoulos; all members are independent under NYSE standards .
• Attendance and engagement: In FY2024 the Board met 5 times; Audit 4; Nominating 2. Each Director attended at least 75% of the aggregate Board and committee meetings on which they served. No Directors attended the May 23, 2024 annual meeting . In FY2023 the Board met 6; Audit 5; Nominating 2; each Director met the 75% threshold; no Directors attended the May 25, 2023 annual meeting .
• Board structure and leadership: ≥75% of Board are Independent Directors; Chairman is an interested person; Edith E. Holiday serves as Lead Independent Director and presides over separate independent director sessions in advance of each Board meeting .
• Risk oversight: Board and Audit Committee receive regular reports on investment, valuation, compliance, and internal audits; Audit Committee functions as QLCC and oversees auditor independence .

Fixed Compensation

Director cash compensation is structured at the Templeton complex level, with a portion allocated to TDF: annual retainer $220,000; per regular Board meeting fee $10,000; Audit Committee member retainer up to $10,000 plus $3,000 per Audit meeting; Audit Committee Chair additional $25,000; Lead Independent Director $50,000 supplemental retainer. A portion of these fees is allocated to TDF; no pension benefits accrue as Fund expenses .

Notes: Compensation amounts reflect service across multiple Templeton funds, with costs allocated to each fund including TDF .

Performance Compensation

• The proxy discloses director compensation as fixed retainers and meeting/committee fees; it does not describe any director performance-based cash bonuses, options, RSUs/PSUs, or equity award programs for directors .
• Ownership alignment is supported via a board-level investment policy (see Equity Ownership), rather than performance metrics (TSR, EBITDA, ESG) .

Other Directorships & Interlocks

• Competitive/transactional interlocks: The proxy does not disclose related-party transactions involving Niemiec. TDF invests primarily in China equities; Hess Midstream operates in U.S. energy midstream, suggesting low strategic overlap; no interlock concerns disclosed in the proxy .

Expertise & Qualifications

• Financial expertise: Former CFO and Vice Chairman of a major investment bank; extensive capital markets and audit oversight experience aligned with Audit Committee leadership .
• Fund governance scale: Oversees 26 portfolios within the Franklin Templeton complex (as of the 2024 data year), evidencing significant governance workload and experience .
• Current industry role: Advisor to Saratoga Partners (private equity) .

Equity Ownership

Policy: Directors must annually invest one-third of fees (excluding committee fees) into Templeton funds until the value equals or exceeds three times the annual retainer plus regular Board meeting fees; three-year phase-in for new directors .

Insider Trades

Note: A search for Form 4 filings for TDF since Jan 1, 2023 returned no filings in our tool query window.

Governance Assessment

• Strengths

  • Deep financial and audit expertise fits Audit Committee Chair role; committee oversees auditor selection, independence, and internal controls, including QLCC responsibilities .
  • Consistent meeting participation: Board and committee attendance met ≥75% in 2023 and 2024 .
  • Board-level ownership policy enforces ongoing investment in Templeton funds; Board states full compliance .

• Watch items / potential risk indicators

  • RED FLAG: Dollar range of equity in TDF reported as “None” in both 2024 and 2025 proxies, which may signal weaker direct alignment with TDF specifically (offset by larger aggregate holdings across Templeton funds) .
  • RED FLAG: Audit Committee has not adopted written pre-approval policies under Reg S‑X 2‑01(c)(7)(i); services are approved directly by the committee or a delegate, which may elevate process risk if not tightly controlled .
  • Workload: Serves on numerous boards within the complex (13–14 boards in recent years), which can raise capacity concerns though common for fund complexes .
  • Annual meeting engagement: No Directors attended the 2024 or 2023 annual meetings (contextual but may be noted by governance-sensitive investors) .
  • Governance environment: Concentrated ownership by City of London Investment Group (≈31% in 2024; ≈34% in 2025) can increase activism pressure and scrutiny of board effectiveness .

• Overall view: Niemiec brings credible CFO-level financial oversight and long-tenured fund governance experience well-suited to chairing Audit. Alignment with TDF could be stronger given reported “None” TDF holdings, though the broader complex-level ownership policy and compliance mitigate this. Process rigor around non-audit services pre-approval merits ongoing attention by investors.

Appendix: Key Reference Extracts

• “David W. Niemiec … Director since 2005 … Advisor, Saratoga Partners … Other Directorships: Hess Midstream LP (2017–present)” .
• “Audit Committee currently comprised of David W. Niemiec (Chairman) … all Independent Directors” .
• “Each Director then in office attended at least 75% … No Directors attended the Fund’s last annual meeting” .
• “Independent Director compensation … annual retainer $220,000 … Audit Committee member retainer up to $10,000 + $3,000 per meeting; Chair +$25,000” .
• “Director investment policy … invest one-third of fees until ≥3× retainer+meeting fees; all current members compliant” .
• “Dollar range of equity securities … David W. Niemiec: None (TDF); Aggregate in Fund Complex: Over $100,000” .
• “Audit Committee has not adopted written pre-approval policies … services directly pre-approved” .