Gregory E. Johnson
About Gregory E. Johnson
Gregory E. Johnson (born 1961) serves as Chairman of the Board, Vice President, and Director of Templeton Dragon Fund, Inc. (TDF); he has been Chairman and Vice President since 2023 and a Director since 2006, and is designated an “Interested Director” due to his officer/director/shareholder status at Franklin Resources, Inc. . His core credentials include current roles as Executive Chairman, Chairman of the Board and Director of Franklin Resources, Inc. (NYSE: BEN), and Vice Chairman of the Investment Company Institute; prior roles include Chief Executive Officer (2013–2020) and President (1994–2015) of Franklin Resources, a global investment management organization that provides investment management and related services through subsidiaries . Johnson is the nephew of Rupert H. Johnson, Jr., an Interested Director of TDF and major stockholder of Franklin Resources .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Resources, Inc. | Chief Executive Officer | 2013–2020 | Led a global investment management organization operating as Franklin Templeton through subsidiaries, providing investment management, distribution, transfer agent and administrative services . |
| Franklin Resources, Inc. | President | 1994–2015 | Senior leadership of BEN; oversight across fund complex subsidiaries and funds, building executive experience across investment products and governance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Investment Company Institute | Vice Chairman | Not disclosed | Industry leadership and policy engagement for registered funds; role cited in TDF proxy officer biography . |
| Franklin Templeton fund complex (various subsidiaries/funds) | Officer and/or Director/Trustee (as applicable) | Ongoing | Governance and oversight across multiple funds/subsidiaries; Johnson oversees 124 portfolios in the Franklin Templeton complex as of calendar year 2024 data reference . |
Fixed Compensation
Johnson is an Interested Director and officer. TDF does not compensate Interested Directors or certain officers who are shareholders of Franklin Resources; salaries and expenses are paid by the investment manager or affiliates. No pension or retirement benefits are accrued as Fund expenses .
| Component | Amount/Status | Notes |
|---|---|---|
| Cash retainer (Fund) | $0 | Interested Directors are not compensated by TDF . |
| Meeting fees (Fund) | $0 | Interested Directors are not compensated by TDF . |
| Pension/retirement (Fund) | $0 | No pension or retirement benefits accrued as Fund expenses . |
Performance Compensation
TDF’s proxy does not disclose stock awards, options, or performance-based compensation for Johnson at the Fund level. Compensation structure and performance metrics (e.g., revenue/EBITDA/TSR targets) are not provided for TDF officers; compensation occurs within Franklin Resources, Inc. and is outside TDF’s proxy scope .
| Incentive Type | Metric/Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed at TDF | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed . |
Equity Ownership & Alignment
As-of dates correspond to proxy record dates. Johnson’s beneficial ownership in TDF itself is “None”; aggregate dollar range across all Franklin Templeton funds is “Over $100,000.” Directors and officers as a group own less than 1% of TDF; no director owns ≥1% individually .
| Metric | As of Mar 11, 2024 | As of Mar 10, 2025 |
|---|---|---|
| TDF Beneficial Ownership (Dollar Range) | None | None |
| Aggregate Beneficial Ownership across Franklin Templeton funds (Dollar Range) | Over $100,000 | Over $100,000 |
| Ownership % of TDF Outstanding | <1% (as a group; no director ≥1%) | <1% (as a group; no director ≥1%) |
| Vested vs Unvested Shares | Not disclosed | Not disclosed |
| Options (Exercisable/Unexercisable) | Not disclosed | Not disclosed |
| Shares Pledged as Collateral | Not disclosed | Not disclosed |
| Stock Ownership Guidelines | Board policy: invest one-third of director/trustee fees annually into Templeton funds until holdings ≥3x annual retainer/meeting fees; all current members compliant (policy applies to fee-receiving board members) | Board policy unchanged; all current members compliant (policy applies to fee-receiving board members) |
Employment Terms
Officers are appointed by the Directors and serve at the pleasure of the Board; the proxy does not disclose employment contracts, severance or change-of-control terms for TDF officers .
| Term | Disclosure |
|---|---|
| Employment start date (TDF roles) | Director since 2006; Chairman & Vice President since 2023 . |
| Contract term/expiration | Not disclosed . |
| Auto-renewal clause | Not disclosed . |
| Severance provisions | Not disclosed . |
| Change-of-control provisions | Not disclosed . |
| Non-compete/non-solicit | Not disclosed . |
| Garden leave | Not disclosed . |
| Post-termination consulting | Not disclosed . |
Board Governance
Johnson is Chairman of the Board, Vice President, and Director of TDF; he is classified as an Interested Director due to his Franklin Resources roles and ownership. The Board maintains a Lead Independent Director (Edith E. Holiday) and ≥75% Independent Directors; Independent Directors met attendance thresholds and receive defined retainers/fees. Audit and Nominating Committees are composed exclusively of Independent Directors; Johnson is not listed as a member of these committees .
- Dual-role implications: The Chairman is an Interested Director; independence is mitigated by Lead Independent Director oversight, executive sessions, and independent counsel processes .
- Family relationship: Rupert H. Johnson, Jr. (Interested Director; major BEN stockholder) is Johnson’s uncle—an independence consideration the Board acknowledges .
- Attendance and meetings: In FY2024 there were five Board meetings, four Audit Committee meetings, two Nominating Committee meetings; each Director attended at least 75% of combined Board/committee meetings .
| Role/Committee | Members | Johnson’s Status | Notes |
|---|---|---|---|
| Board Chair | Gregory E. Johnson | Chair (Interested) | Chairman and Vice President since 2023; Director since 2006 . |
| Lead Independent Director | Edith E. Holiday | Not applicable | Lead Independent Director role established since 2007; independence safeguards . |
| Audit Committee | Niemiec (Chair), Bates, Checki, Luttig, Tseretopoulos | Not a member | Committee entirely independent per NYSE and SEC rules . |
| Nominating & Corporate Governance Committee | Holiday (Chair), Luttig, Thompson | Not a member | Committee entirely independent with formal charter . |
Director Compensation (Context for Governance)
Independent Directors receive an annual retainer of $220,000 plus $10,000 per regular Board meeting; the Lead Independent Director receives an additional $50,000; Audit Committee members receive up to $10,000 retainer and $3,000 per meeting; Audit Committee Chair receives an additional $25,000. Interested Directors (including Johnson) are not compensated by the Fund .
| Item | Amount | Notes |
|---|---|---|
| Independent Director annual retainer | $220,000 | Portion allocated to TDF; applies across Templeton funds . |
| Regular Board meeting fee | $10,000 per meeting | Portion allocated to TDF . |
| Lead Independent Director supplemental retainer | $50,000 | Portion allocated to TDF . |
| Audit Committee member retainer | Up to $10,000 | Portion allocated to TDF . |
| Audit Committee meeting fee | $3,000 per meeting | Portion allocated to TDF . |
| Audit Committee Chair additional retainer | $25,000 | Portion allocated to TDF . |
| Johnson compensation from TDF | $0 | Interested Directors not compensated by Fund . |
Performance Compensation
Not applicable at the Fund level for Johnson (no TDF disclosure of bonuses, PSUs/RSUs, options, or performance metrics tied to pay) .
Investment Implications
- Alignment at TDF appears limited: Johnson holds no TDF shares per disclosed dollar range “None,” and Directors/officers as a group hold <1% of outstanding shares; his incentives are primarily at Franklin Resources, not at the Fund level .
- Governance mitigants offset dual-role risks: The Chairman is an Interested Director and has a family relationship with an Interested Director, but the Board maintains ≥75% Independent Directors, a Lead Independent Director, and independent Audit/Nominating Committees with formal charters and executive sessions .
- Compensation and retention risk at TDF are minimal (Fund does not pay Johnson or accrue pensions); employment terms for officers are at the Board’s pleasure with no severance, change-of-control, or vesting disclosures, signaling low Fund-level contractual lock-ins—his retention economics reside at BEN, outside TDF’s proxy scope .
- Trading signals: No insider ownership or vesting schedules at TDF reduce direct insider selling pressure linked to Fund shares; monitoring external filings for Franklin Resources-related compensation and any Form 3/4 activity in TDF remains prudent, as TDF proxies do not report such transactions .