Edith Holiday
About Edith E. Holiday
Edith E. Holiday (born 1952) serves as Lead Independent Trustee of Templeton Emerging Markets Income Fund (TEI) and has been a Trustee since 1996, becoming Lead Independent Trustee in 2007; she oversees 115 portfolios in the Franklin Templeton fund complex as of the 2025 proxy (118 in the 2024 proxy) . Her core credentials include senior U.S. government legal and policy roles (General Counsel of the U.S. Treasury; Assistant to the President and Secretary of the Cabinet) and extensive public company board experience across energy, finance, transportation, and insurance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Treasury Department | General Counsel | 1989–1990 | Top legal officer; fiduciary oversight of Treasury matters |
| U.S. Treasury Department | Counselor to the Secretary; Assistant Secretary for Public Affairs and Public Liaison | 1988–1989 | Senior policy/legal advisory; stakeholder engagement |
| The White House | Assistant to the President and Secretary of the Cabinet | 1990–1993 | Cabinet coordination; executive branch governance |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Hess Corporation (exploration of oil and gas) | Director | 1993–present |
| Santander Holdings USA (holding company) | Director | 2019–present |
| Santander Consumer USA Holdings, Inc. (consumer finance) | Director | 2016–2023 |
| Canadian National Railway (railroad) | Director | 2001–2021 |
| White Mountains Insurance Group, Ltd. (holding company) | Director | 2004–2021 |
| RTI International Metals, Inc. (titanium) | Director | 1999–2015 |
| H.J. Heinz Company (processed foods) | Director | 1994–2013 |
Board Governance
- Independence and role: Independent Trustee; Lead Independent Trustee since 2007 .
- Committee chair: Chair, Nominating and Corporate Governance Committee; members: Holiday (Chair), J. Michael Luttig, Larry D. Thompson; all Independent Trustees per 1940 Act .
- Audit Committee: Holiday is not listed as a member; membership includes David W. Niemiec (Chair), Ann Torre Bates, Terrence J. Checki, J. Michael Luttig, Constantine D. Tseretopoulos; NYSE independence affirmed .
- Risk oversight: Board receives regular risk and performance reports; Audit Committee meets with internal audit; oversight of complex instruments and disclosures .
- Ownership alignment policy: Trustees must invest one-third of fees (excluding committee fees) in Templeton funds until holdings equal/exceed 3x annual retainer + regular meeting fees; all current Board members are compliant .
- Annual meeting attendance: No Trustees attended the May 23, 2024 annual meeting; the Fund has no formal policy on annual meeting attendance .
| Governance Activity | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 6 | 5 |
| Audit Committee meetings | 5 | 4 |
| Nominating Committee meetings | 2 | 2 |
| Attendance rate (each Trustee) | ≥75% | ≥75% |
| Annual meeting attendance | None (May 25, 2023) | None (May 23, 2024) |
Fixed Compensation
- Independent Trustee fee structure (Franklin Templeton fund complex; portion allocated to TEI):
- Annual retainer: $220,000 (as of March 1, 2023) .
- Regular Board meeting fee: $10,000 per scheduled meeting .
- Special meeting fees: may be paid if held .
- Lead Independent Trustee supplemental retainer: $50,000 .
- Audit Committee membership retainer: up to $10,000 + $3,000 per Audit Committee meeting .
- Audit Committee Chair additional retainer: $25,000 .
- No pension or retirement benefits accrued as Fund expenses .
| Metric | FY 2024 |
|---|---|
| Aggregate compensation from TEI Fund | $4,038 |
| Total compensation from Franklin Templeton fund complex (12 months) | $760,000 |
| Number of Boards (Franklin Templeton U.S. registered investment companies) | 34 |
Performance Compensation
- The proxy discloses cash retainers and meeting fees for Independent Trustees and does not report any director RSUs/PSUs, stock options, or performance-based pay for trustees .
| Performance Metric Tied to Compensation | FY 2024 |
|---|---|
| Revenue growth | None disclosed |
| EBITDA or margin targets | None disclosed |
| TSR percentile | None disclosed |
| ESG goals | None disclosed |
| Equity awards (RSUs/PSUs/options) | None disclosed |
Other Directorships & Interlocks
| Company | Sector | Role | Tenure |
|---|---|---|---|
| Hess Corporation | Energy | Director | 1993–present |
| Santander Holdings USA | Financials | Director | 2019–present |
| Santander Consumer USA Holdings, Inc. | Financials | Director | 2016–2023 |
| Canadian National Railway | Industrials | Director | 2001–2021 |
| White Mountains Insurance Group, Ltd. | Financials | Director | 2004–2021 |
| RTI International Metals, Inc. | Materials | Director | 1999–2015 |
| H.J. Heinz Company | Consumer Staples | Director | 1994–2013 |
- Potential conflicts/interlocks: Holiday’s external boards include energy and financial services firms (e.g., Hess, Santander); TEI’s nominating standards require independence both in letter and spirit of the 1940 Act and consider relationships that might impair independence . The proxies do not disclose related-party transactions involving Holiday .
Expertise & Qualifications
- Legal/government: Senior roles at U.S. Treasury and the White House, indicating deep regulatory and governance expertise .
- Multi-industry board experience: Energy, finance, transportation, insurance, consumer goods—broad oversight experience relevant to risk and governance .
- Governance leadership: Lead Independent Trustee of TEI since 2007; Chair of Nominating & Corporate Governance Committee .
Equity Ownership
| Holding (as of March 11, 2024) | Amount |
|---|---|
| Dollar range of TEI shares | $1—$10,000 |
| Aggregate dollar range in all funds of the Franklin Templeton/Legg Mason fund complex | Over $100,000 |
- Ownership alignment policy: Trustees must invest one-third of fees in Templeton funds until holdings reach ≥3x annual retainer and regular meeting fees; all current Board members are compliant .
Governance Assessment
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Strengths:
- Long-tenured independent leadership (Lead Independent Trustee since 2007; Trustee since 1996), with significant legal/government background—supports board effectiveness and regulatory oversight .
- Clear independence and governance rigor: Chairs the Nominating & Corporate Governance Committee; independence standards emphasize both letter and spirit of 1940 Act .
- Ownership alignment: Mandatory investment policy and reported compliance enhance skin-in-the-game .
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Watch items / potential RED FLAGS:
- Annual meeting engagement: No Trustees attended the 2024 annual meeting, which may be viewed negatively by some investors .
- Workload/time commitments: Serves on 34 Franklin Templeton boards and multiple external public company boards; heavy responsibilities could affect bandwidth for TEI-specific oversight .
- Compensation structure: High cash retainers across the complex with no performance linkage; however, the investment requirement partially aligns interests .
- Not on Audit Committee: While she chairs Nominating, she is not listed on the Audit Committee; investors may consider whether leadership is distributed across key oversight committees .
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Overall: Holiday presents strong governance credentials and independence with formalized alignment through mandated fund investments; the main investor considerations are engagement optics (annual meeting attendance) and the breadth of concurrent board commitments .