Rupert H. Johnson, Jr.
About Rupert H. Johnson, Jr.
Rupert H. Johnson, Jr. (born 1940) serves as an Interested Director of Templeton Dragon Fund, Inc. (TDF), with service on the Board since 2013 and oversight of 115 portfolios within the Franklin Templeton fund complex . He is Vice Chairman and Director of Franklin Resources, Inc. (“Resources”, NYSE: BEN), the parent of TDF’s investment manager; he beneficially owned approximately 20% of Resources as of December 31, 2024, including certain shares held by a private charitable foundation or by his spouse, of which he disclaims beneficial ownership . He is categorized as an “interested person” of the Fund due to his officer/director roles and major shareholding at Resources; he is also the uncle of Gregory E. Johnson, TDF’s Chairman, Vice President and Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Franklin Resources, Inc. | Director (Vice Chairman) | Past 5+ years | Senior leadership of parent of TDF’s investment manager |
| Franklin Advisers, Inc. | Director | Past 5+ years | Oversight within Franklin Templeton advisory firms |
| Subsidiaries of Franklin Resources & certain Franklin Templeton funds | Officer and/or Director/Trustee | Past 5+ years | Broad fund complex governance responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Franklin Resources, Inc. (“Resources”, NYSE: BEN) | Vice Chairman & Director | Ongoing | Beneficial owner of ~20% of BEN as of 12/31/2024; disclaimers apply for foundation/spouse holdings |
| Franklin Advisers, Inc. | Director | Ongoing | Within Franklin Templeton advisory affiliates |
| Other public company directorships | None | N/A | No other public boards disclosed for past 5 years |
Board Governance
- Independence status: Interested Director (not independent) due to positions and major ownership at Resources, parent of TDF’s investment manager .
- Committee memberships: Not listed on Audit or Nominating Committees; committees appear comprised solely of independent directors .
- Lead Independent Director: Edith E. Holiday (Director since 1996; Lead since 2007) .
- Attendance and engagement: In FY 2024 there were five Board meetings, four Audit Committee meetings, and two Nominating Committee meetings; each Director then in office attended at least 75% of aggregate Board and assigned committee meetings. No Directors attended the May 23, 2024 annual shareholder meeting .
| Governance Item | FY 2024 Data | Notes |
|---|---|---|
| Board meetings | 5 | Each Director attended ≥75% of aggregate Board+committee meetings |
| Audit Committee meetings | 4 | Membership: Niemiec (Chair), Bates, Checki, Luttig |
| Nominating Committee meetings | 2 | Membership: Holiday (Chair), Luttig, Thompson (all independent) |
| Annual meeting attendance | None attended | 5/23/2024 annual meeting |
| Independence designation | Interested Director | Due to roles/ownership at Resources |
Fixed Compensation
| Component | Rupert H. Johnson, Jr. | Notes |
|---|---|---|
| Annual cash retainer from TDF | $0 | Interested Directors are not compensated by the Fund |
| Salary/expenses paid by Investment Manager or affiliates | Yes | Paid by Investment Manager or affiliates; may receive indirect remuneration tied to management/other fees |
Context for Independent Directors (not applicable to Rupert’s pay):
- Independent Directors retainer: $220,000 annually; $10,000 per regularly scheduled Board meeting; specially called meeting fees may apply; Audit Committee retainer up to $10,000 plus $3,000 per Audit meeting; Audit Chair additional $25,000; Lead Independent Director supplemental retainer $50,000. A portion of fees allocated to TDF .
Performance Compensation
| Component | Rupert H. Johnson, Jr. | Details |
|---|---|---|
| Bonus/short-term incentives | Not disclosed | No director performance bonuses disclosed |
| Equity awards (RSUs/PSUs/options) | Not disclosed | No director equity program disclosed for TDF |
| Performance metrics (TSR, EBITDA, ESG) | Not applicable | No performance-linked director pay disclosed |
| Clawbacks/severance/CoC terms | Not disclosed | No director severance or CoC terms disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Familial interlock | Uncle of Gregory E. Johnson, TDF Chairman/Vice President/Director; Gregory is Executive Chairman/Chairman/Director of Resources |
| Corporate interlock | Vice Chairman/Director of Resources (NYSE: BEN), parent of TDF’s investment manager; Director of Franklin Advisers |
| Other public boards | None disclosed for past 5 years |
Expertise & Qualifications
- Senior investment management executive experience: Vice Chairman and Director roles at Resources and within Franklin Templeton affiliates .
- Fund complex governance: Officer/director/trustee within Franklin Templeton funds and subsidiaries .
- Oversight breadth: Oversees 115 portfolios within the Franklin Templeton complex .
Equity Ownership
| Holding | Amount/Range | As of | Notes |
|---|---|---|---|
| TDF shares (dollar range) | $10,001–$50,000 | 3/10/2025 | Range based on NYSE closing price |
| Aggregate holdings across Franklin Templeton U.S. registered funds | Over $100,000 | 3/10/2025 | Fund complex aggregate |
| Franklin Resources, Inc. (BEN) beneficial ownership | ~20% of outstanding shares | 12/31/2024 | Includes certain foundation/spouse shares; disclaimed beneficial ownership for those |
Governance Assessment
- Strengths: Extensive fund-complex governance and investment management experience; long tenure (Director since 2013); holds TDF shares within disclosed dollar range, indicating alignment at fund level .
- Risks/RED FLAGS:
- Interested Director: Not independent; direct officer/director and major shareholder of Resources, which is the parent of TDF’s investment manager—material related-party exposure and potential conflicts in oversight of manager fees .
- Familial interlock: Close family relationship with TDF’s Chairman Gregory E. Johnson; concentration of influence across Fund and parent organization .
- Compensation linkage: No Fund-paid compensation, but “may receive indirect remuneration” due to participation in Investment Manager and affiliate fees—signal for heightened scrutiny of fee oversight and Board processes to mitigate conflicts .
- Engagement optics: Board/committee attendance threshold met (≥75%), but no Directors attended the most recent annual shareholder meeting (May 23, 2024)—a negative signal for shareholder engagement norms .
- Mitigants: Committees with critical functions (Audit, Nominating & Corporate Governance) comprised entirely of independent directors, with independent leadership (Holiday as Lead Independent Director), providing structural checks against interested director influence .
Overall: Johnson’s deep affiliation with Resources and family ties to TDF’s Chair represent persistent governance conflicts typical of closed-end funds managed within large complexes. Monitoring committee independence, fee oversight outcomes, and shareholder engagement is essential for investor confidence.