Edith E. Holiday
About Edith E. Holiday
Lead Independent Director of Templeton Dragon Fund, Inc. (TDF), serving on the Board since 1996 and as Lead Independent Director since 2007; year of birth: 1952, with a legal/government background including service as Assistant to the President and Secretary of the Cabinet (1990–1993) and General Counsel to the U.S. Treasury (1989–1990) . She is an Independent Director and nominee for re-election to a term expiring at the 2028 Annual Meeting; independence confirmed under the Investment Company Act and Board disclosures . She oversees 115 portfolios within the Franklin Templeton fund complex and holds outside directorships at Hess Corporation (1993–present) and Santander Holdings USA (2019–present), with multiple prior public company boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The White House | Assistant to the President and Secretary of the Cabinet | 1990–1993 | Senior federal policy/legal leadership |
| U.S. Department of the Treasury | General Counsel | 1989–1990 | Chief legal officer; oversight of financial/legal policy |
| U.S. Department of the Treasury | Counselor to the Secretary; Assistant Secretary for Public Affairs/Public Liaison | 1988–1989 | Public affairs and liaison functions |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Hess Corporation | Director | 1993–present | Current public company board |
| Santander Holdings USA | Director | 2019–present | Current public company board |
| Santander Consumer USA Holdings, Inc. | Director | 2016–2023 | Former public company board |
| Canadian National Railway | Director | 2001–2021 | Former public company board |
| White Mountains Insurance Group, Ltd. | Director | 2004–2021 | Former public company board |
| RTI International Metals, Inc. | Director | 1999–2015 | Former public company board |
| H.J. Heinz Company | Director | 1994–2013 | Former public company board |
Board Governance
- Independence and role: Lead Independent Director; Independent Director nominee for 2025–2028 .
- Committee assignments: Chair, Nominating and Corporate Governance Committee; members are Holiday (Chair), J. Michael Luttig, Larry D. Thompson (all independent) .
- Audit Committee membership: Niemiec (Chair), Bates, Checki, Luttig; Holiday is not listed on the Audit Committee .
- Board structure and independent oversight: ≥75% Independent Directors; Lead Independent Director presides over independent sessions and acts as liaison with management and independent counsel .
- Meetings and attendance: FY2023—Board (6), Audit (5), Nominating (2); each Director attended ≥75% of Board/committee meetings; no Directors attended the annual meeting on May 25, 2023 . FY2024—Board (5), Audit (4), Nominating (2); each Director attended ≥75%; no Directors attended the annual meeting on May 23, 2024 .
- Election and terms: Board is staggered into three-year classes; Holiday nominated to a term expiring at the 2028 meeting .
- Committee charters emphasize independence, candidate qualifications, and broad governance authority (nominating), and robust oversight of auditors, internal controls, compliance, and related party conflicts (audit/QLCC) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from TDF (cash allocated share) | $5,601 | $3,715 |
| Total Compensation from Franklin Templeton fund complex | $782,097 | $760,000 |
| Number of Boards in complex served | 35 | 34 |
| Fee Component (Fund Complex Policy) | Amount | Notes |
|---|---|---|
| Independent Director annual retainer | Up to $220,000 | As of Mar 1, 2023; portion allocated to TDF |
| Regular Board meeting fee | $10,000 per meeting | Portion allocated to TDF |
| Lead Independent Director supplemental retainer | $50,000 annually | Portion allocated to TDF |
| Audit Committee retainer | Up to $10,000 annually | +$3,000 per Audit Committee meeting |
| Audit Committee Chair retainer | $25,000 annually | Portion allocated to TDF |
Performance Compensation
- No performance-based compensation (no RSUs/PSUs, stock options, or disclosed performance metrics for directors); compensation is cash-based with governance-linked service requirements .
- Alignment policy: Each Board member must invest one-third of director fees (excluding committee fees) annually into Templeton funds until holdings equal/exceed three times annual retainer and regular meeting fees; all current Board members, including nominees, are compliant .
Other Directorships & Interlocks
| Relationship | Detail | Potential Interlock/Conflict Consideration |
|---|---|---|
| Franklin Templeton fund complex | Oversees 115 portfolios | Large complex-wide workload can strain bandwidth; independence maintained via ICAA/Board policies |
| Hess Corporation | Director | No disclosed related-party transactions with TDF; monitor for any service-provider overlaps |
| Santander Holdings USA | Director | No disclosed related-party transactions with TDF; monitor for financial services exposures |
Expertise & Qualifications
- Legal/government expertise: Senior federal legal and policy roles at U.S. Treasury and the White House, supporting committee leadership and governance rigor .
- Board experience: Multi-decade public company board service across energy, financials, transportation, insurance, metals, and consumer sectors .
- Fund governance experience: Longstanding leadership as Lead Independent Director, chairing the Nominating Committee with stringent independence criteria .
Equity Ownership
| Metric | As of Mar 11, 2024 | As of Mar 10, 2025 |
|---|---|---|
| Dollar range of equity securities in TDF | $1—$10,000 | $1—$10,000 |
| Aggregate dollar range in all Franklin Templeton funds | Over $100,000 | Over $100,000 |
| Ownership guideline compliance | Compliant with 3× retainer/meeting fee holdings | Compliant with 3× retainer/meeting fee holdings |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16 transactions at TDF for Edith E. Holiday | None disclosed in proxy ownership tables; beneficial ownership provided as dollar ranges, not share counts |
Governance Assessment
- Strengths: Independent leadership as Lead Independent Director since 2007; chairs Nominating Committee with rigorous independence criteria; robust fund complex policies on audit oversight, risk, and QLCC functions; mandated director investment policy enhances alignment; consistent ≥75% meeting attendance across Board/committees .
- Watch items / RED FLAGS: Very long tenure (Director since 1996) can raise entrenchment concerns; extensive workload (115 portfolios) may pose time-commitment risk; no director attendance at annual shareholder meetings in 2023 and 2024 may be viewed as lower retail-facing engagement .
- Conflicts: No specific related-party transactions disclosed involving Holiday; Audit Committee charter includes explicit oversight of related-party/conflict situations, mitigating risk .
- External interlocks: Concurrent roles at Hess and Santander Holdings USA warrant routine monitoring for any service-provider overlaps or fund transaction linkages; none disclosed in TDF filings .