Harris Ashton
About Harris J. Ashton
Independent Trustee of Templeton Emerging Markets Income Fund (TEI) since 1993; year of birth 1932; oversees 115 portfolios in the Franklin Templeton fund complex. Principal occupation in the past five years: director of various companies; formerly Director at RBC Holdings, Inc. (until 2002) and President, CEO and Chairman of General Host Corporation (until 1998). The Nominating Committee notes he has served as a chief executive officer of NYSE-listed public corporations, underscoring executive leadership credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Host Corporation | President, Chief Executive Officer, Chairman | Until 1998 | Executive leadership of NYSE-listed company |
| RBC Holdings, Inc. | Director | Until 2002 | Board oversight |
| Bar-S Foods | Director | 1981–2010 | Industry operator board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Director of various companies (not specified) | Director | Ongoing | No specific committees disclosed |
| Current public company directorships (last 5 years) | — | — | None disclosed for Ashton in the proxy’s “Other Directorships” listing |
Board Governance
- Independence status: Independent Trustee; majority of the Board are Independent Trustees per 1940 Act definitions.
- Committee assignments: Ashton is not listed on the standing Audit Committee (current members: David W. Niemiec, Ann Torre Bates, Terrence J. Checki, J. Michael Luttig, and Constantine D. Tseretopoulos).
- Nominating Committee: Edith E. Holiday (Chair), J. Michael Luttig, Larry D. Thompson; minimum qualifications emphasize independence, time commitment, and no conflicting board roles outside the Franklin Templeton complex.
- Board meeting cadence: Trustees anticipate meeting at least five times per fiscal year. In FY ended Dec 31, 2024, the Board met five times; Audit Committee met four times; Nominating Committee met twice.
- Attendance: Each Trustee attended at least 75% of aggregate Board and relevant committee meetings; no Trustees attended the annual meeting held May 23, 2024.
Fixed Compensation
- Structure across the Franklin Templeton complex (portion allocated to TEI):
- Annual retainer: $220,000 for each Independent Trustee (as of March 1, 2023).
- Board meeting fee: $10,000 per regular meeting attended; special meeting fees may apply.
- Lead Independent Trustee supplemental retainer: $50,000.
- Audit Committee member retainer: up to $10,000 plus $3,000 per Audit Committee meeting; Audit Committee Chair additional $25,000.
| Name of Trustee | Aggregate Compensation from TEI (FY 2024) | Total Compensation from Franklin Templeton Fund Complex (12 months ended Dec 31, 2024) | Number of Boards Served |
|---|---|---|---|
| Harris J. Ashton | $3,410 | $630,000 | 34 |
Performance Compensation
- No variable or performance-based compensation elements (e.g., bonuses, RSUs/PSUs, options) are disclosed for Independent Trustees; compensation is cash-based with no equity grants from TEI.
- Alignment policy (ownership requirement):
- Each Board member must invest one-third of Templeton fund director/trustee fees (excluding committee fees) annually in Templeton fund shares until holdings equal or exceed three times the annual retainer and regular Board meeting fees; three-year phase-in for new members; all current Board members are compliant.
| Alignment Metric | Requirement | Timing/Phase-in | Compliance Status |
|---|---|---|---|
| Annual investment of fees | 1/3 of Templeton fund fees into Templeton funds | 3-year phase-in for new Trustees | All current Board members compliant |
| Holdings threshold | ≥3× (annual retainer + regular meeting fees) | Ongoing until threshold met | Compliant |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards (last 5 years) | None disclosed for Ashton in TEI proxy; historical roles include Bar-S Foods through 2010 and RBC Holdings through 2002. |
| Johnson family interlock | Board includes “Interested Trustees” Gregory E. Johnson and Rupert H. Johnson, Jr. (BEN/Franklin Resources affiliations, uncle-nephew relationship), though the remaining Trustees are Independent. |
Expertise & Qualifications
- Former CEO/Chair of NYSE-listed corporations, providing operating executive experience and public company governance knowledge.
- Longstanding service within Franklin Templeton complex, overseeing 115 portfolios; institutional fund governance familiarity.
Equity Ownership
| Trustee | Dollar Range of Equity Securities in TEI | Aggregate Dollar Range in All Franklin Templeton Funds | As-of Date |
|---|---|---|---|
| Harris J. Ashton | $1—$10,000 | Over $100,000 | March 10, 2025 |
- Ownership guideline compliance: The proxy affirms all current Board members, including nominees, comply with the ownership policy.
Governance Assessment
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Tenure refreshment risk: Ashton’s tenure since 1993 implies very long service; while it provides continuity, it can raise board refreshment and independence-perception questions for some investors.
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Committee engagement: Not listed on Audit or Nominating Committees, suggesting limited formal committee oversight; however, the Board meets regularly and Audit/Nominating committees have defined responsibilities and independence safeguards.
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Attendance and shareholder engagement: Met the ≥75% attendance threshold, but no Trustees attended the 2024 annual meeting—an investor-relations optics issue.
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Alignment: Direct TEI holding is modest ($1—$10,000), though aggregate fund complex holdings exceed $100,000 and he is compliant with a stringent 3× fee ownership requirement, partially mitigating alignment concerns.
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Board composition and potential conflicts: Presence of “Interested Trustees” with family ties to Franklin Resources is disclosed and limited by 1940 Act; Ashton remains independent, with no related-party transactions disclosed in the proxy.
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Overall: Independence and long executive background support governance effectiveness; watch items include long tenure, modest direct TEI exposure, and lack of committee roles. The formalized ownership policy, committee charter rigor (including QLCC responsibilities), and documented attendance mitigate some risks.