Larry D. Thompson

About Larry D. Thompson

Independent Director of Templeton Dragon Fund, Inc. (TDF) since 2005; born 1945. Background includes senior legal and government roles: Deputy Attorney General of the U.S. (2001–2003), Executive Vice President–Government Affairs, General Counsel and Corporate Secretary at PepsiCo (2012–2014), Senior Vice President–Government Affairs, General Counsel and Secretary at PepsiCo (2004–2011), Independent Compliance Monitor and Auditor for Volkswagen AG (2017–2020), and current academic and legal roles at the University of Georgia School of Law and Finch McCranie, LLP . He is nominated to continue as an Independent Director for a term expiring at the 2028 Annual Meeting .

Past Roles

External Roles

Board Governance

• Independence: Thompson is an Independent Director and a nominee for a term through 2028 .
• Tenure: Director since 2005 .
• Committee assignments: Member of the Nominating and Corporate Governance Committee alongside Edith E. Holiday (Chair) and J. Michael Luttig; all are independent under the Investment Company Act . He is not listed on the Audit Committee (members are Niemiec (Chair), Bates, Checki, Luttig, Tseretopoulos) .
• Attendance and engagement: In FY2024, the Board held 5 meetings; Audit Committee held 4; Nominating Committee held 2. Each Director then in office attended at least 75% of the aggregate of Board and applicable committee meetings. The Fund has no formal policy on director attendance at the annual meeting, and no Directors attended the May 23, 2024 annual meeting .
• Lead Independent Director: Edith E. Holiday has served as Lead Independent Director since 2007 .

Fixed Compensation

• Structure (Independent Directors across Templeton funds in the Franklin Templeton/Legg Mason complex):
  • Annual retainer: $220,000 per Independent Director .
  • Regular Board meeting fee: $10,000 per meeting .
  • Audit Committee retainer: up to $10,000 annually; Audit Committee meeting fee: $3,000 per meeting .
  • Lead Independent Director supplemental retainer: $50,000 annually .
  • Audit Committee Chair additional retainer: $25,000 annually .

• Actual FY2024 compensation:

Additional points: Independent Directors are reimbursed for meeting-related expenses; Interested Directors are not compensated by the Fund; no pension or retirement benefits accrue as Fund expenses .

Performance Compensation

• No performance-conditioned compensation (bonus metrics, PSUs, options, TSR-linked awards) is disclosed for Independent Directors. Compensation consists of cash retainers and meeting fees; equity awards are not disclosed for directors of TDF .

Other Directorships & Interlocks

• Fund complex context: Gregory E. Johnson and Rupert H. Johnson, Jr. are Interested Directors tied to Franklin Resources, Inc. (NYSE: BEN); Thompson remains independent of the investment manager and principal service providers in letter and spirit of the 1940 Act .

Expertise & Qualifications

• Legal and governance: Extensive legal background, including Deputy Attorney General of the U.S., senior PepsiCo general counsel roles, and compliance monitor experience with Volkswagen AG .
• Academic and corporate law expertise: Tenured corporate law professor (UGA) and practicing counsel; the Nominating Committee emphasizes independence, willingness for rigorous time commitment, and ability to critically analyze materials, which Thompson’s profile meets .

Equity Ownership

• Ownership policy: Board members must annually invest one-third of Templeton fund director/trustee fees (excluding committee fees) into Templeton funds until holdings equal/exceed three times annual retainer plus regular Board meeting fees; three-year phase-in for new members; all current Board members, including nominees, are compliant .
• Beneficial ownership ranges (as of March 10, 2025):

• Ownership concentration context: As of March 10, 2025, principal holders included City of London Investment Group PLC (34.49%), Lazard Asset Management (10.55%), and Allspring Global Investments (7.94%). Directors and officers as a group owned <1% of outstanding shares; no individual director owned ≥1% .

Governance Assessment

• Strengths:

  • Independence and tenure: Independent Director since 2005; nominated for continued service through 2028, indicating Board confidence .
  • Committee role: Active on the Nominating and Corporate Governance Committee, which is fully independent and oversees Board composition and independence standards; his legal/government background aligns with governance oversight .
  • Attendance: Met the ≥75% attendance threshold during a year with 5 Board, 4 Audit, and 2 Nominating meetings, supporting baseline engagement .
  • Ownership alignment: Compliant with robust fund-complex investment policy requiring meaningful personal investment; holds $1–$10k in TDF and over $100k across complex funds .

• Watch items / potential red flags:

  • Annual meeting optics: No Directors attended the May 23, 2024 annual meeting; while there is no formal policy, this can be a perception risk for shareholder engagement .
  • Board load across complex: Thompson serves on 34 fund boards within the Franklin Templeton complex, which may raise time-commitment concerns; however, the complex emphasizes the efficiency of shared independent directors .
  • Ownership concentration: Significant external holder (City of London Investment Group at 34.49%) shapes governance context and may influence shareholder dynamics, though not a conflict tied to Thompson personally .

• Conflicts and related-party exposure:

  • No related-party transactions or pledging/hedging disclosures involving Thompson were identified in the proxy; Nominating Committee requires independence in both letter and spirit of the 1940 Act .

• Overall: Thompson’s legal credentials and governance committee role support Board effectiveness for a closed-end fund. Engagement meets required thresholds; compensation is cash-based with mandated fund investment, aligning with shareholder interests. Attention to shareholder-facing engagement and workload management remains advisable .