Susan Kerr
About Susan Kerr
Susan Kerr (year of birth: 1949) serves as Vice President – AML Compliance at Templeton Dragon Fund, Inc. (TDF) and has held this officer role since 2021. Her recent professional background spans senior compliance roles across Franklin Templeton and Legg Mason affiliates, including Chief Anti-Money Laundering Compliance Officer and Senior Compliance Officer positions; she is also an officer of certain funds within the Franklin Templeton fund complex . Officers of the Fund are paid by the Investment Manager or its affiliates; the Fund does not compensate officers directly, nor accrue pension/retirement benefits as Fund expenses . To frame tenure-period performance, TDF’s market-price total return was -17.83% (2021), -32.99% (2022), -20.06% (2023), +5.46% (2024), and +20.06% for the six months ended June 30, 2025; NAV total return was -15.52% (2021), -29.46% (2022), -21.11% (2023), +11.48% (2024), and +13.91% for H1 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Templeton | Senior Compliance Analyst | Past 5+ years (as disclosed) | AML program oversight and compliance infrastructure |
| Legg Mason & Co., or affiliates | Chief Anti-Money Laundering Compliance Officer | Past 5+ years (as disclosed) | Led AML policy, controls, and regulatory compliance |
| Franklin Distributors, LLC | Senior Compliance Officer / AML Compliance Officer | Past 5+ years (as disclosed) | Distribution compliance and AML controls across fund complex |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | “Other Directorships Held During at Least the Past 5 Years: Not Applicable” |
Fixed Compensation
- Officers (including Susan Kerr) are not compensated by the Fund; salaries and expenses of officers are paid by the Investment Manager or its affiliates .
- No pension or retirement benefits are accrued as Fund expenses; Independent Directors’ compensation is detailed separately and does not apply to officers .
- The proxy does not disclose base salary, bonus, or equity awards for Susan Kerr; officer-specific compensation terms are not provided by the Fund .
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Form 3 at appointment) | No securities beneficially owned | Filed 08/05/2021 for event 07/30/2021; title: VP – AML Compliance |
| Options/derivatives | None reported | No derivative holdings table entries; remarks indicate none |
| Group ownership | Directors and officers as a group owned <1% as of 03/10/2025 | No individual >1%; none of the nominees/Directors owned ≥1% |
| Shares pledged as collateral | No pledging disclosed | No pledging language pertaining to officers appears in proxy |
| Stock ownership guidelines | Apply to Board members (invest one-third of fees until 3× retainer) | Officer ownership guidelines not disclosed; Board policy compliance confirmed for current members |
Employment Terms
| Term | Detail |
|---|---|
| Current role/title | Vice President – AML Compliance |
| Start date | Since 2021 |
| Contract term length | Not disclosed |
| Severance/change-of-control | Not disclosed |
| Clawbacks/gross-ups | Not disclosed |
| Non-compete / non-solicit | Not disclosed |
| Garden leave / post-termination consulting | Not disclosed |
Performance Context During Tenure (Fund-Level TSR/NAV)
| Metric | 2021 | 2022 | 2023 | 2024 | H1 2025 |
|---|---|---|---|---|---|
| Total Return based on market price (%) | -17.83 | -32.99 | -20.06 | +5.46 | +20.06 |
| Total Return based on NAV (%) | -15.52 | -29.46 | -21.11 | +11.48 | +13.91 |
Notes: These are fund-level returns. The Fund is actively managed; AML compliance leadership influences risk and operational integrity rather than portfolio selection outcomes .
Compensation Structure Analysis
- Officer pay is not borne by TDF; thus the proxy does not present a pay-for-performance construct for officers tied to fund TSR/EBITDA/revenue goals at the Fund level .
- No evidence of stock option grants, RSUs/PSUs, vesting schedules, or equity-linked incentives to Susan Kerr from TDF; her Form 3 indicates no beneficial ownership at appointment .
- Board compensation and ownership guidelines (invest one-third of fees until holdings reach 3× retainer) are robust, but these policies apply to Directors, not officers; no analogous officer ownership policy is disclosed .
Risk Indicators & Red Flags
- Pledging/hedging: No pledging disclosed for officers; hedging policies for officers not discussed in proxy .
- Related-party transactions: No officer-specific related-party transaction disclosures appear in the proxy sections reviewed; Fund service provider relationships are described at the firm level (Investment Manager, Administrator, sub-administrator, custodian) .
- Insider selling pressure: With no beneficial holdings reported for Susan Kerr at appointment and no equity awards disclosed, selling pressure risks appear minimal from her role .
- Legal/SEC proceedings: No officer-specific legal proceedings for Susan Kerr are disclosed in the proxy excerpts reviewed .
Board Governance (Not applicable to Susan Kerr’s role)
- Susan Kerr is an officer, not a Director; committee memberships, director retainers, and Board governance policies apply to Independent Directors and the Board .
- The Board’s risk oversight spans investment, valuation, and compliance, including regular sessions with the CCO; auditors (PwC) were selected and ratified with fee details disclosed for 2023–2024 .
Investment Implications
- Alignment: No disclosed Fund equity holdings or equity awards for Susan Kerr; officer pay flows through the Investment Manager, reducing direct pay-for-performance linkage to Fund TSR .
- Retention risk: Absence of disclosed severance/change-of-control terms and retention bonuses limits visibility; however, as an AML compliance officer, stability in role supports operational continuity and regulatory posture .
- Trading signals: With no reported insider holdings or option awards, there are no observable signals from insider buying/selling by Susan Kerr; structural selling pressure risk appears de minimis .
- Execution risk: AML oversight is central to regulatory compliance; robust Board compliance oversight and defined audit relationships (PwC) mitigate operational risk, though these mechanisms are at the fund governance level rather than officer-specific incentives .