Larry Thompson
About Larry D. Thompson
Larry D. Thompson (born 1945) is an Independent Trustee of TEI, serving since 2005. He is a career legal and governance professional: Counsel at Finch McCranie, LLP (2015–present), John A. Sibley Professor of Corporate and Business Law at the University of Georgia School of Law (2015–present; previously 2011–2012), former U.S. Deputy Attorney General (2001–2003), and former General Counsel/Corporate Secretary at PepsiCo (2004–2014). He oversees 115 portfolios within the Franklin Templeton fund complex, and sits on TEI’s Nominating Committee, with formal independence under the 1940 Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Justice | Deputy Attorney General | 2001–2003 | Senior federal legal leadership |
| PepsiCo, Inc. | SVP Gov. Affairs, General Counsel & Secretary; EVP Gov. Affairs, General Counsel & Corporate Secretary | 2004–2011; 2012–2014 | Corporate legal, governance, and regulatory oversight |
| Volkswagen AG | Independent Compliance Monitor and Auditor | 2017–2020 | Regulatory remediation and compliance oversight |
| The Brookings Institution | Senior Fellow | 2003–2004 | Policy and governance scholarship |
| University of Georgia School of Law | Visiting Professor | 2004 | Academic governance |
| Finch McCranie, LLP | Counsel | 2015–present | Legal advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graham Holdings Company | Director | 2011–2021 | Board oversight (education/media) |
| The Southern Company | Director | 2014–2020; previously 2010–2012 | Board oversight (energy) |
| Cbeyond, Inc. | Director | 2010–2012 | Board oversight (business communications) |
Board Governance
- Independence: Thompson is an Independent Trustee under the 1940 Act and serves on the Nominating Committee alongside Edith E. Holiday (Chair) and J. Michael Luttig .
- Committee service: Nominating Committee member; the proxy lists Audit Committee structure/fees but does not list Thompson as Audit Committee Chair or member by name .
- Board/Committee activity (FY ended Dec 31, 2024): Board met 5 times; Audit Committee 4; Nominating Committee 2. Each Trustee attended at least 75% of combined Board and committee meetings on which they served .
- Annual meeting attendance: No Trustees attended the May 23, 2024 annual meeting; TEI has no formal policy requiring attendance .
- Lead Independent Director: Edith E. Holiday (Trustee since 1996; Lead since 2007) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Trustees across Templeton investment companies) | $220,000 | Portion allocated to TEI |
| Per regular Board meeting fee | $10,000 | Portion allocated to TEI; special meetings may be paid |
| Audit Committee retainer | Up to $10,000 per year | Portion allocated to TEI |
| Audit Committee meeting fee | $3,000 per meeting | Portion allocated to TEI |
| Audit Committee Chair additional retainer | $25,000 per year | Portion allocated to TEI |
| Lead Independent supplemental retainer | $50,000 per year | Portion allocated to TEI (applies to Holiday) |
| Aggregate compensation from TEI (FY 2024) | $3,410 | Thompson |
| Total compensation from Franklin Templeton fund complex (12 months ended Dec 31, 2024) | $670,000 | Thompson |
| Number of boards within Franklin Templeton fund complex served | 34 | Thompson |
Independent Trustees are reimbursed for meeting-related expenses. Interested Trustees are not compensated by the Fund (salary/expenses paid by affiliates), and no pension/retirement benefits accrue as Fund expenses .
Performance Compensation
- No performance-based bonuses, stock options, RSUs/PSUs, or equity awards are disclosed for Independent Trustees of TEI; compensation is cash-based retainer/meeting fees allocated across Templeton funds .
- Ownership-alignment policy: Each Board member must annually invest one-third of fees (excluding committee fees) into Templeton fund shares until holdings equal/exceed three times the annual retainer plus regular Board meeting fees; three-year phase-in for new members. All current Board members are compliant .
Other Directorships & Interlocks
| Company | Sector | Overlap/Interlock Risk |
|---|---|---|
| Graham Holdings Company (2011–2021) | Education/media | No direct service-provider/customer overlap to TEI disclosed |
| The Southern Company (2014–2020; 2010–2012) | Energy | No related-party dealings with TEI disclosed in retrieved sections |
| Cbeyond, Inc. (2010–2012) | Business communications | No related-party dealings with TEI disclosed in retrieved sections |
TEI’s proxy identifies “Interested Trustees” connected to Franklin Resources (BEN), but Thompson is classified as an Independent Trustee; no family relationships beyond those among Johnson trustees are disclosed .
Expertise & Qualifications
- Legal/governance expert: Former U.S. Deputy Attorney General; long-tenured corporate General Counsel and Corporate Secretary (PepsiCo) .
- Compliance/regulatory remediation: Independent Monitor/Auditor at Volkswagen AG (Diesel settlement era) .
- Academic governance: Professor of Corporate and Business Law (University of Georgia) .
- Nominating Committee criteria emphasize independence, time commitment (personal attendance), and absence of conflicting investment company ties beyond Franklin Templeton complex; Thompson meets these criteria as an Independent Trustee .
Equity Ownership
| Holding Category | Amount/Range | As-of Date |
|---|---|---|
| Equity securities in TEI | $1–$10,000 (dollar range) | March 10, 2025 |
| Aggregate equity securities across Franklin Templeton U.S. registered funds | Over $100,000 (dollar range) | March 10, 2025 |
| Ownership policy compliance | Compliant with 3x retainer+meeting fee holdings requirement | Policy adopted Feb 1998; revised May 2019; compliance stated for all current Board members |
Governance Assessment
- Strengths: Formal independence under the 1940 Act; deep legal/compliance background (DOJ, PepsiCo GC, VW monitor); service on Nominating Committee strengthens board refresh and director vetting; board-wide investment policy enforces ongoing alignment through required fund share purchases; compliance confirmed .
- Workload considerations: Thompson serves on 34 Franklin Templeton boards and oversees 115 portfolios, which enhances experience but may constrain individual bandwidth; monitoring of meeting attendance and engagement is warranted (he met at least the 75% attendance threshold in FY 2024) .
- Alignment signals: Direct TEI holdings are in the $1–$10,000 range, while aggregate holdings across Franklin Templeton funds exceed $100,000, consistent with the investment policy; policy requires an escalating alignment target tied to retainer/meeting fees .
- Noted practices: No Trustees attended the May 23, 2024 annual meeting; while TEI has no formal attendance policy for annual meetings, ongoing shareholder engagement by Independent Trustees can support investor confidence .
No related-party transactions or compensation anomalies involving Thompson are disclosed in the retrieved 2025 proxy sections. Committee chair roles for Thompson are not indicated; the Nominating Committee chair is Edith E. Holiday .