Rupert Johnson Jr.
About Rupert H. Johnson, Jr.
Rupert H. Johnson, Jr. (born 1940) is an Interested Trustee of TEI, serving since 2013; he is Vice Chairman and a director of Franklin Resources, Inc. (NYSE: BEN) and a director of Franklin Advisers, Inc., with extensive oversight across the Franklin Templeton fund complex (115 portfolios) . He is a principal stockholder of Franklin Resources, beneficially owning approximately 20% of BEN as of December 31, 2024, and is the uncle of Gregory E. Johnson, TEI’s Chairman, Vice President and Trustee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Franklin Resources, Inc. (BEN) | Director (Vice Chairman) | At least past 5 years; current | Senior leadership of parent to TEI’s investment manager; extensive fund-complex governance |
| Franklin Advisers, Inc. | Director | At least past 5 years; current | Governance role at TEI’s investment manager affiliate |
| Franklin Templeton Fund Complex (various funds) | Officer/Director/Trustee | Ongoing | Oversight of 115 portfolios; cross-complex governance reach |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Franklin Resources, Inc. (NYSE: BEN) | Director (Vice Chairman) | Current | Public company; principal stockholder status (~20% owned as of 12/31/2024) |
| Other directorships (past 5 years) | None disclosed | — | No other public company boards disclosed for past five years |
Board Governance
- Status: Interested Trustee under the Investment Company Act of 1940 due to his officer/director role and major shareholder status at Franklin Resources (parent of TEI’s investment manager) .
- Family relationship: Uncle of Gregory E. Johnson (TEI Chairman, Vice President, and Trustee), another Interested Trustee .
- Committees: Audit Committee comprised solely of Independent Trustees; membership listed excludes Johnson; chair is David W. Niemiec . Nominating and Corporate Governance Committee is comprised entirely of Independent Trustees; chair is Edith E. Holiday .
- Attendance: In FY ended December 31, 2024, the Board held 5 meetings, Audit 4, Nominating 2; each Trustee then in office attended at least 75% of aggregate Board and applicable committee meetings; no Trustees attended the Annual Meeting on May 23, 2024 .
- Tenure & election: Nominated to serve a three-year term expiring at the 2028 Annual Meeting (terms continue until successors are elected/qualified) .
| Governance Item | Details | Evidence |
|---|---|---|
| Independence status | Interested Trustee (due to BEN roles and ownership) | |
| Committee memberships | Not on Audit or Nominating (Independent-only committees) | |
| Attendance threshold | ≥75% in FY2024 for Board and applicable committees | |
| Annual meeting attendance | None of the Trustees attended 5/23/2024 annual meeting | |
| Re‑nomination term | 2025 proxy nominates Johnson through 2028 |
Fixed Compensation
- Interested Trustees (including Johnson) are not compensated by the Fund; salaries/expenses of officers and Interested Trustees are paid by the investment manager or its affiliates. Interested Trustees may receive indirect remuneration due to management fees and other fees received by the Investment Manager and affiliates from Franklin Templeton funds .
- Independent Trustee fee framework (for context): annual retainer $220,000; $10,000 per regularly scheduled Board meeting; Lead Independent supplemental retainer $50,000; Audit Committee retainer up to $10,000 plus $3,000 per meeting; Audit Chair additional $25,000; portions allocated to TEI .
| Component | Amount/Policy | Applies to Johnson? | Evidence |
|---|---|---|---|
| Annual retainer (Fund) | $0 (Interested Trustees not paid by Fund) | No | |
| Meeting fees (Fund) | $0 (Interested Trustees not paid by Fund) | No | |
| Committee fees (Fund) | $0 (Independent-only committee fees) | No | |
| Salary/expenses | Paid by investment manager/affiliates | Yes | |
| Indirect remuneration | Via management/other fees to affiliates | Possible |
Performance Compensation
| Performance Metric Category | TEI Director Plan Detail | Evidence |
|---|---|---|
| Equity/PSU/Option metrics | None disclosed for Trustees; director comp comprised of retainers/meeting fees (Independent Trustees only) | |
| Bonus/targets (e.g., revenue, EBITDA, TSR) | None disclosed for Trustees | |
| Clawbacks/COC/severance | Not applicable to Trustees in proxy disclosure |
Other Directorships & Interlocks
| Entity | Role | Linkage to TEI | Potential Conflict |
|---|---|---|---|
| Franklin Resources, Inc. (BEN) | Director (Vice Chairman); principal stockholder (~20% owned as of 12/31/2024) | Parent of TEI’s investment manager (Franklin Advisers) | Economic interest in fees paid by TEI to affiliates; independence impaired under 1940 Act |
| Franklin Advisers, Inc. | Director | TEI’s investment manager affiliate | Governance and fee interlock with TEI |
| Franklin Templeton fund complex (various funds) | Officer/Director/Trustee | Shared fund complex governance | Broad interlocks across complex |
Expertise & Qualifications
- Principal occupation: Director (Vice Chairman), Franklin Resources, Inc.; Director, Franklin Advisers, Inc.; officer/director/trustee roles across Franklin Templeton subsidiaries and funds, overseeing 115 portfolios .
- Board qualification context: Nominating Committee emphasizes independence, time commitment, and ability to comprehend and analyze materials; Johnson nominated as Interested Trustee given BEN leadership/ownership .
Equity Ownership
| Holding Category | Amount/Range | Date | Notes |
|---|---|---|---|
| TEI equity securities | None | 03/10/2025 | Dollar range “None” for TEI holdings |
| Aggregate holdings across Franklin Templeton U.S. registered funds | Over $100,000 | 03/10/2025 | Fund complex aggregate dollar range |
| Franklin Resources, Inc. (BEN) beneficial ownership | ~20% of outstanding shares | 12/31/2024 | Principal stockholder; includes certain shares held by charitable foundation/spouse (disclaimed beneficial ownership) |
Governance Assessment
- Independence and conflicts: Johnson is an Interested Trustee by statute, with direct governance roles at BEN (parent of TEI’s investment manager) and significant BEN ownership (~20%), creating inherent economic and relational conflicts with TEI’s oversight of advisory fees . He is also the uncle of TEI’s Chairman, further tightening family interlocks .
- Committee structure: Key oversight committees (Audit; Nominating & Corporate Governance) are Independent-only and exclude Johnson, mitigating conflict risks in core oversight processes .
- Alignment: Johnson holds no TEI shares as of March 10, 2025, while maintaining over $100,000 aggregate holdings across the complex; TEI-specific “skin-in-the-game” is limited, although Board members are compliant with the fund investment policy requiring one‑third of fees invested in Templeton funds—note this policy primarily references Independent Trustee fees, and Interested Trustees are not compensated by the Fund .
- Engagement: Board/committee activity levels are regular (5 Board, 4 Audit, 2 Nominating in FY2024), with Trustees meeting ≥75% attendance thresholds; however, no Trustees attended the 2024 annual shareholder meeting, which may be viewed negatively by some governance-sensitive investors .
RED FLAGS
- Interested Trustee status with direct economic ties to TEI’s investment manager and ~20% BEN ownership; potential for advisory fee conflicts .
- Family relationship with TEI’s Chairman (uncle-nephew), heightening interlocks .
- No TEI share ownership (“None”), limiting company-specific alignment .
- No Trustees attended the May 23, 2024 annual meeting (optics issue on shareholder engagement) .