J. Michael Luttig

About J. Michael Luttig

Independent Director of Templeton Dragon Fund, Inc. since 2009; born 1954. Former Executive Vice President and General Counsel of The Boeing Company (2006–2019) and Judge on the U.S. Court of Appeals for the Fourth Circuit (1991–2006). Currently Counselor and Special Advisor to the CEO and Board of The Coca-Cola Company (2021–present). Oversees 115 portfolios within the Franklin Templeton fund complex; service address on file with the Fund. Committee assignments include Audit Committee member and Nominating & Corporate Governance Committee member; independence affirmed under NYSE standards. Attendance met the Fund’s at-least-75% threshold in FY 2024 at both Board and committee level; no directors attended the May 23, 2024 annual meeting. Director since 2009 .

Past Roles

External Roles

Board Governance

• Independence and structure

  • Independent Director of TDF; Audit Committee composed entirely of Independent Directors under NYSE standards; Nominating Committee comprised solely of independent members (not “interested persons” under the 1940 Act) .
  • Board is at least 75% Independent, with a Lead Independent Director (Edith E. Holiday); Chairman is an Interested Director (Gregory E. Johnson). Lead Independent Director presides over executive sessions of Independent Directors before each scheduled Board meeting .

• Committee assignments (current)

  • Audit Committee member (Chair: David W. Niemiec); other members include Ann Torre Bates, Terrence J. Checki, Constantine D. Tseretopoulos .
  • Nominating & Corporate Governance Committee member (Chair: Edith E. Holiday); other member Larry D. Thompson .

• Attendance and engagement (Board-level activity)

  • FY 2024: 5 Board meetings; 4 Audit Committee meetings; 2 Nominating Committee meetings. Each Director then in office attended at least 75% of aggregate Board and relevant committee meetings. No directors attended the May 23, 2024 annual meeting .
  • FY 2023: 6 Board; 5 Audit; 2 Nominating. Each Director attended at least 75%; no directors attended the May 25, 2023 annual meeting .

Fixed Compensation

• Structure (applies to Independent Directors across the Templeton investment companies; portion allocated to TDF):
  • Annual retainer: $220,000; Regular Board meeting fee: $10,000 per meeting (special meetings may be compensated) .
  • Audit Committee member retainer: up to $10,000; Audit Committee meeting fee: $3,000 per meeting; Audit Committee Chair additional retainer: $25,000 (Luttig is not Chair) .
  • Lead Independent Director supplemental retainer: $50,000 (not applicable to Luttig) .
  • Independent Directors reimbursed for meeting expenses; no pension/retirement benefits accrued as Fund expenses .

Performance Compensation

• No performance-based compensation (e.g., bonuses, PSUs/RSUs/options) is disclosed for Independent Directors of TDF. Compensation consists of cash retainers and meeting fees; no equity grants from the Fund are described .

Director Compensation (Actual)

Policy alignment: Board members must annually invest one-third of fees (excluding committee fees) in Templeton funds until holdings equal/exceed 3× annual retainer + regular meeting fees; all current Board members are compliant .

Equity Ownership

• Concentration and thresholds: As of March 10, 2025, no nominee or Director owned ≥1% of TDF; Directors and officers as a group owned <1% .
• Significant shareholders context: City of London Investment Group PLC 34.49%; Lazard Asset Management 10.55%; Allspring Global Investments 7.94% (may affect governance dynamics and engagement) .

Other Directorships & Interlocks

| Company | Role | Period | Notes | |---|---|---| | Boeing Capital Corporation | Director | 2006–2010 | Historical directorship; no current public company directorships disclosed for the past 5 years |

• Fund-complex workload: Serves on boards across 34 U.S. registered investment companies within Franklin Templeton (counted as “boards” for complex reporting; service within same complex may count as one for certain NYSE audit committee overboarding tests) .

Expertise & Qualifications

• Legal and regulatory: 15 years as a federal appellate judge; 13 years as EVP/GC of a major public company (Boeing) .
• Corporate governance and audit oversight: Audit Committee member; independence confirmed per NYSE; committee charter includes QLCC duties and related-party oversight .
• Strategic advisory: Counselor and Special Advisor to The Coca-Cola Company (2021–present) .

Governance Assessment

• Strengths

  • Deep legal and regulatory expertise relevant to audit oversight and compliance; independent status on both Audit and Nominating committees .
  • Formal director investment policy increases alignment; disclosure indicates full compliance by all current Board members .
  • Board structure includes Lead Independent Director and regular executive sessions of independent directors, supporting independent oversight .

• Watch items / potential red flags

  • Overboarding risk within fund complex: 34 fund-company boards, which can raise workload concerns, though NYSE guidance counts multiple boards in the same fund complex as one for certain audit committee limits; continued monitoring advisable .
  • Annual meeting engagement: No directors attended the 2024 annual shareholder meeting (also the case in 2023); while not prohibited, some investors view lack of annual meeting presence as a negative engagement signal .
  • External affiliations: Current advisory role at The Coca-Cola Company; no related-party transactions disclosed with TDF, and Audit Committee charter mandates related-party oversight, but continued monitoring is prudent .

• Related-party/Conflict disclosures

  • Proxy and committee charters disclose processes to monitor related-party transactions and independence; no specific related-party transactions involving Luttig or other directors disclosed in the 2025 proxy .

• Independence and attendance

  • Independence affirmed; at least 75% attendance threshold met for FY 2024 Board and relevant committees; committee and board meeting cadence disclosed .

• Compensation alignment

  • Cash-only director pay structure (retainers + meeting fees) with mandatory reinvestment policy aligns incentives toward fund-complex outcomes; Luttig’s total complex compensation decreased YoY alongside a slight reduction in counted boards, consistent with meeting cadence changes .

Overall: Luttig brings high-caliber legal and governance oversight to TDF’s Board. Primary monitoring points are engagement optics (annual meeting attendance) and aggregate fund-complex workload, with no disclosed related-party conflicts and independence supported by committee composition and charters .