Philip Franklin
About Philip G. Franklin
Independent Trustee of XAI Octagon Floating Rate & Alternative Income Trust (XFLT) since 2017; year of birth 1951; prior CFO/EVP at Littelfuse (1998–2016) and CFO/VP at OmniQuip International (1995–1998). He is experienced in financial, accounting, and regulatory matters and previously served as Chairman of Tribune Publishing Company (Tronc, Inc.) . He is currently standing for re‑election as a Class II Trustee designated for preferred holders with a term running to the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Littelfuse, Inc. | Chief Financial Officer & Executive Vice President | 1998–2016 | Senior finance leadership; financial, accounting and regulatory expertise |
| OmniQuip International | Chief Financial Officer & Vice President | 1995–1998 | Finance leadership |
| Tribune Publishing Company (Tronc, Inc.) | Chairman | 2014–2021 | Board leadership; governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TTM Technologies Inc. | Director | 2011–present | Current public company directorship |
Board Governance
- Classification: Independent Trustee (not an “interested person” under the 1940 Act) .
- Committee assignments: Audit Committee member; Governance Committee chair (committee membership limited to Independent Trustees; Audit Committee chaired by Scott C. Jones and includes Franklin; Franklin chairs Governance Committee) .
- Board leadership: Independent chair (Gregory G. Dingens); supermajority of Independent Trustees; independent legal counsel present; regular meetings and executive sessions of Independent Trustees .
- Meetings/attendance: FY ended Sep 30, 2024—Board held 6 meetings, Audit Committee 4, Governance Committee 2; all Trustees attended the May 21, 2024 annual meeting . Prior year FY ended Sep 30, 2023—Board held 7 meetings, Audit Committee 4, Governance Committee 2; all Trustees attended the June 8, 2023 annual meeting .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | 2025 Structure (effective Jan 1, 2025) |
|---|---|---|---|
| Aggregate compensation from XFLT | $55,000 | $55,000 | Annual trustee retainer: $66,000; plus chair adders—Audit Chair: $17,500; Board Chair: $10,000; Governance Chair: $5,000 (allocated across fund complex by managed assets) |
| Pension/retirement benefits | None | None | None disclosed |
Notes:
- Trustees who are officers/employees of the Adviser receive no Trust compensation (not applicable to Franklin) .
- Trustee compensation is cash-based; no equity awards disclosed in the proxy tables .
Performance Compensation
- No director performance-based pay, stock options, RSUs/PSUs, or performance metrics disclosed for Trustees in the proxy statements .
Other Directorships & Interlocks
| Company | Overlap With XFLT Key Parties | Potential Conflict Notes |
|---|---|---|
| TTM Technologies Inc. | None disclosed with XFLT Adviser/Sub‑Adviser | No related-party ties disclosed; Octagon not affiliated with Trustees/officers; Adviser not affiliated with Octagon |
| Tribune Publishing Company (former) | None disclosed | Prior role; no current interlock noted |
Expertise & Qualifications
- Financial, accounting, and regulatory expertise from CFO roles and board leadership; Board cites ability to critically review information and interact effectively with Adviser/Sub‑Adviser and service providers .
Equity Ownership
| Holder | Common Shares Owned | % of Outstanding Common Shares | Dollar Range |
|---|---|---|---|
| Philip G. Franklin | 80,449 | <1% | Over $100,000 |
Context:
- XFLT common shares outstanding: 76,117,645 as of April 30, 2025 (record date) .
- Trustees/officers as a group owned ~1.8% of common shares as of Dec 31, 2024 .
- No pledging, hedging, or derivative holdings by Franklin disclosed; no options/RSUs disclosed .
Governance Assessment
- Strengths: Independent status; chairing Governance Committee; member of Audit Committee with an identified Audit Committee Financial Expert (Jones); strong finance background (prior CFO); documented meeting cadence and full annual meeting attendance by Trustees; independent chair and counsel support robust oversight .
- Alignment: Meaningful personal shareholding (80,449 shares; “Over $100,000” dollar range); however, ownership remains <1% of outstanding shares, typical for closed‑end fund trustees .
- Compensation design: Cash-only retainer structure; modest committee chair premiums; no incentive/equity awards—reduces pay‑for‑performance linkage but limits misalignment risk for an external fund board .
- Conflicts/Red Flags:
- No related-party transactions or affiliations with Sub‑Adviser disclosed; Adviser not affiliated with Sub‑Adviser; Section 16 filings timely for FY2024 .
- Broader fund-level conflict acknowledged by Board in 2023 term amendment proposal (Adviser/Sub‑Adviser would earn fees longer if perpetual)—mitigated by annual contract reviews and independent Trustee supermajority; not specific to Franklin individually .
- No hedging/pledging, tax gross‑ups, option repricings, or say‑on‑pay issues disclosed .
Implications for investors:
- Franklin’s Governance Committee chair role and Audit Committee membership, combined with his CFO pedigree, support board effectiveness in oversight of financial reporting and trustee nominations .
- Ownership is meaningful but not large; compensation is straightforward and avoids complex incentive structures, consistent with independent fund trustees .
- No personal conflicts or related-party exposures disclosed; fund-level governance processes (independent chair, independent counsel, committee structure) are robust .