J. Michael Luttig
About J. Michael Luttig
Independent Trustee of Templeton Emerging Markets Income Fund (TEI) since 2009; year of birth 1954. Former Federal Appeals Court Judge (U.S. Court of Appeals for the Fourth Circuit, 1991–2006) and Executive Vice President, General Counsel and Executive Council member at The Boeing Company (2006–2019). Currently serves as Counselor and Special Advisor to the CEO and Board of Directors of The Coca‑Cola Company (2021–present). Oversees 115 portfolios within the Franklin Templeton fund complex, bringing deep legal, regulatory, and boardroom experience to TEI’s oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Court of Appeals for the Fourth Circuit | Federal Appeals Court Judge | 1991–2006 | 15 years judicial experience in federal appellate adjudication; cited by TEI as core board qualification. |
| The Boeing Company | EVP, General Counsel; Executive Council member | 2006–2019 | 13 years as chief legal officer and senior leader; governance and risk oversight expertise highlighted by TEI. |
| The Boeing Company | Counselor and Senior Advisor to Chairman/CEO/Board | 2019–2020 | Continued strategic and board advisory role post-GC tenure. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Coca‑Cola Company | Counselor and Special Advisor to the CEO and Board | 2021–present | Advisory role; not listed as a director. |
| Boeing Capital Corporation | Director | 2006–2010 | Prior public company affiliate directorship; no current public company directorships disclosed. |
Board Governance
- Independence: Classified as an Independent Trustee (not an “interested person” under the 1940 Act).
- Committee assignments: Member, Audit Committee; Member, Nominating and Corporate Governance Committee. Not a chair of either committee.
- Attendance and engagement: In FY 2024 there were 5 Board, 4 Audit, and 2 Nominating meetings; each Trustee attended at least 75% of the aggregate meetings of the Board and committees on which they served. TEI has no policy on attending the annual shareholder meeting; no Trustees attended the 2024 annual meeting (May 23, 2024).
- Tenure and coverage: Trustee since 2009; oversees 115 portfolios in the Franklin Templeton fund complex.
- Board structure context: ≥75% Independent Trustees; Lead Independent Trustee role held by Edith E. Holiday.
Fixed Compensation
Compensation framework for Independent Trustees (portion allocated to TEI):
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual retainer | $220,000 | For service across Templeton investment companies; allocated pro‑rata to TEI. |
| Regular Board meeting fee | $10,000 per scheduled meeting | Additional pay for specially called meetings possible. |
| Audit Committee member retainer | Up to $10,000 annually | Plus $3,000 per Audit Committee meeting attended. |
| Audit Committee Chair retainer | $25,000 annually | Additional to committee retainer. |
| Lead Independent Trustee retainer | $50,000 annually | Applies to Lead Independent only (not Luttig). |
Actual compensation received:
| Period | Aggregate from TEI | Total from Franklin Templeton fund complex | Number of Boards within complex |
|---|---|---|---|
| FY ended Dec 31, 2024 | $3,601 | $673,000 | 34 |
| FY ended Dec 31, 2023 | $3,660 | $710,097 | 35 |
Notes: Interested Trustees are not paid by the Fund; TEI reimburses Independent Trustees’ meeting expenses; no pension/retirement benefits accrue as Fund expenses.
Performance Compensation
| Element | Detail |
|---|---|
| Performance-based awards (bonus, PSUs, options), performance metrics | None disclosed for Independent Trustees; compensation comprises cash retainers and meeting fees tied to service, not to Fund performance. |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Luttig in TEI proxy (only historical Boeing Capital directorship from 2006–2010 shown).
- Noted external advisory role: Counselor and Special Advisor to Coca‑Cola CEO and Board (2021–present).
- Shared directorships with TEI service providers/competitors: None disclosed.
Expertise & Qualifications
- Legal and governance: 15 years as a federal appellate judge; 13 years as EVP & GC at Boeing; TEI highlights these as core qualifications for fiduciary oversight.
- Corporate strategy and risk: Senior executive and board advisory roles at Boeing and Coca‑Cola support expertise in complex regulatory, legal, and reputational risk domains.
Equity Ownership
Ownership and alignment as of record dates:
| Category | Holding |
|---|---|
| TEI beneficial ownership (dollar range) | $1—$10,000 (as of March 10, 2025). |
| Aggregate beneficial ownership across all Franklin Templeton funds (dollar range) | Over $100,000 (as of March 10, 2025). |
| Individual ownership threshold | No Trustee owned ≥1% of TEI; Trustees and officers as a group owned <1% (as of March 10, 2025). |
| Ownership policy | Trustees must invest one‑third of board fees (excluding committee fees) in Templeton funds until holdings ≥3× annual retainer + regular meeting fees; all current Trustees compliant. |
Pledging/hedging, options, vested vs. unvested breakdown: Not disclosed in TEI proxy.
Governance Assessment
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Positives:
- Independent Trustee with dual committee service (Audit; Nominating & Corporate Governance), indicating central involvement in financial reporting oversight and board composition/governance processes.
- Deep legal and regulatory credentials (federal judiciary; Boeing GC) align with audit, compliance, and risk oversight needs for a closed‑end fund.
- Attendance threshold met (≥75%), suggesting sufficient engagement with formal duties.
- Formal ownership alignment policy in place; Board members, including Luttig, are compliant.
-
Watch items / potential red flags:
- Direct TEI share ownership is modest ($1–$10k), which may appear limited “skin‑in‑the‑game” at the specific fund level despite broader complex holdings.
- Shareholder engagement optics: no Trustees attended the 2024 annual meeting (TEI has no formal annual‑meeting attendance policy).
- Heavy board load (34 fund boards in the complex) could pose time‑commitment risks, though this is a common structure in fund complexes to leverage experienced trustees.
-
Conflicts/related‑party:
- No related‑party transactions or conflicts involving Luttig disclosed in TEI proxy.
- External advisory role at Coca‑Cola disclosed; no indication of conflict with TEI’s manager or service providers.
Overall, Luttig’s profile supports board effectiveness in audit and governance, with strong legal credentials and independent status; investors may monitor fund‑specific ownership sizing and ongoing engagement practices to gauge alignment and responsiveness.