DEF 14A of Franklin Templeton Inc
Filed Dec 22, 2025 · FY20250001140361-25-046314
EXECUTIVE COMPENSATION HIGHLIGHTS
| | What We Do | | | Align pay with performance: a significant portion of total compensation for all NEOs is performance-based | | | Grant long-term awards based on meaningful performance measures | | | Maintain clawback policies | | | Require significant stock ownership | | | Limit perquisites | | | Retain an independent consultant to the Compensation Committee | | | Regularly review incentive compensation plans and compensation practices | | | Engage with stockholders regarding compensation practices |
EXECUTIVE COMPENSATION HIGHLIGHTS
| | What We Don’t Do | | | Provide excessive severance benefits | | | Enter into change in control agreements with NEOs | | | Provide excise tax gross-ups | | | Reprice underwater stock options | | | Permit hedging of Company stock | | | Allow pledging of Company stock received as compensation | | | Offer executive-specific retirement plans | | | Pay dividends or dividend equivalents to NEOs on unvested performance shares |
EXECUTIVE COMPENSATION HIGHLIGHTS
| | CEO Compensation | Other NEOs Compensation | Pay Type | Pay Element | Purpose | | Base Salary | | | Fixed | Cash | • Provides fixed pay for performing day-to-day responsibilities | | Short-Term Incentive | | | At Risk Performance- Based Variable Compensation | Cash | • Performance-based variable compensation reinforces our pay-for-performance culture • Recognizes current year achievement of goals and objectives • Total award amount determined and divided into short and long-term incentives • All long-term incentive awards are subject to malus and clawback provisions | | Long-Term Incentive | | | | Time-Based Restricted Stock Units Performance-Based Share Units | |
2025 STOCKHOLDER ENGAGEMENT
2025 STOCKHOLDER ENGAGEMENT We engage with stockholders to provide multiple opportunities for them to express their views so that we may consider those views as we evaluate our governance practices, executive compensation program and other matters of interest to stockholders. We value our stockholders’ feedback and we are committed to maintaining an active dialogue to ensure that we understand the priorities and concerns of our stockholders. In fiscal year 2025, we contacted our top 15 institutional shareholders, representing approximately 30% of our outstanding shares, and approximately 50% of our outstanding shares held by persons or entities other than Messrs. Charles B. Johnson and Rupert H. Johnson, Jr. and held meetings with the nine of these shareholders who requested to meet with us. Our outreach to stockholders focused on corporate governance, succession planning, director tenure and sustainability. No concerns regarding executive compensation were raised during these engagements.
2025 STOCKHOLDER ENGAGEMENT
| 6 | Franklin Resources |
2025 STOCKHOLDER ENGAGEMENT
Election of directors The Board, upon the recommendation of the Corporate Governance Committee has nominated the following 11 candidates for election as members of the Board to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification or removal.
2025 STOCKHOLDER ENGAGEMENT
| Recommendation of the board | | | | FOR | | The Board of Directors recommends a vote “FOR” the election to the Board of each of the nominees listed below. The voting requirements for this proposal are described in the “Questions and Answers” section. | |
2025 STOCKHOLDER ENGAGEMENT
| Name Occupation | Age | Director Since | Independent | Committees | | Mariann Byerwalter Chairman of the Board, Pacific Mutual Holding Company | 65 | 2015 | | Audit, Corporate Governance | | Alexander S. Friedman Co-Founder and Co-Chief Executive Officer, Novata Inc. | 55 | 2021 | | Audit, Corporate Governance | | Gregory E. Johnson Executive Chairman, Franklin Resources, Inc. | 64 | 2007 | | | | Jennifer M. Johnson Chief Executive Officer, Franklin Resources, Inc. | 61 | 2020 | | | | Rupert H. Johnson, Jr. Vice Chairman, Franklin Resources, Inc. | 85 | 1971 | | | | John Y. Kim Founder and Managing Partner, Brewer Lane Ventures LLC | 65 | 2021 | | Compensation, Corporate Governance | | Karen M. King Managing Director and Chief Operating Officer, Silver Lake | 53 | 2021 | | Audit, Compensation | | Anthony J. Noto Chief Executive Officer, SoFi Technologies, Inc. | 57 | 2020 | | Audit, Corporate Governance | | John W. Thiel Executive Chairman & Founder, Indivisible Partners, LLC | 65 | 2021 | | Audit, Compensation | | Seth H. Waugh Former Chief Executive Officer, The PGA of America | 67 | 2015 | | Compensation | | Geoffrey Y. Yang Managing Director and Founding Partner of Redpoint Ventures | 66 | 2011 | | Compensation, Corporate Governance |
2025 STOCKHOLDER ENGAGEMENT
All nominees are current directors of the Company who were elected by stockholders. If any nominee becomes unable to serve, proxies will be voted for the election of such other person as the Board may designate, unless the Board chooses to reduce the number of directors. Each of the nominees has consented to serve as a nominee, to be named in this Proxy Statement, and to serve on the Board if elected.
2025 STOCKHOLDER ENGAGEMENT
| 2026 Proxy Statement | 7 |
2025 STOCKHOLDER ENGAGEMENT
Board attributes Board skills and expertise The Corporate Governance Committee and the Board believe that the director nominees have the requisite experience, qualifications, attributes and skills to provide the Company with effective oversight of a global investment management organization and to support the Company’s strategy. Summarized below are certain key skills (and qualifications) that led the Board, as recommended by the Corporate Governance Committee, to nominate each candidate for election.
2025 STOCKHOLDER ENGAGEMENT
| 8 | Franklin Resources |
2025 STOCKHOLDER ENGAGEMENT
Director Nominee Biographies
2025 STOCKHOLDER ENGAGEMENT
| Board committees: • Audit • Corporate Governance Key attributes: • Accounting and Financial • Executive Leadership • Financial Services • Strategy and Execution • Global Business • Government and Regulatory • Sustainability • Risk Management and Compliance | Mariann Byerwalter | | | | | Independent Lead Director | Age: 65 | Director since: 2015 | | | Career highlights: • Chairman of the Board of Directors of Pacific Mutual Holding Company since 2022 • Chairman Emeritus of the Board of Directors of SRI International, having served as Chairman from January 2014 through December 2019 • Chairman of JDN Corporate Advisory, LLC, a privately held advisory services firm, since 2001 • From 2006 to 2013, Chairman of the Board of Directors of Stanford Healthcare, and from January 2016 to July 2016, Interim President and Chief Executive Officer and President of Stanford Healthcare. Served on the Stanford Health Care Board of Directors from 1999 to 2013 and from 2015 until September 2024 • From 1996 to 2001, she served as the Chief Financial Officer, Vice President for Business Affairs and Special Assistant to the President of Stanford University • Partner and co-founder of America First Financial Corporation from 1987 to 1996 • Director, Redwood Trust, Inc. from 1998 to June 2020 • Trustee of various investment companies affiliated with Charles Schwab Corporation | | | | | Key attributes, experience and skills: Ms. Byerwalter’s significant financial expertise provides the Board with valuable perspectives on finance, accounting and investment management matters. From her leadership roles at Stanford University and several financial institutions she has a deep understanding of accounting and strategic planning as well as wide-ranging management expertise. Ms. Byerwalter’s current and prior service on the boards of private and public companies as well as with non-profit organizations including SRI International, Pacific LifeCorp and Pacific Mutual Holding Company, Burlington Capital Group, Lyric.ai, Stanford Healthcare, Lucile Packard Children’s Hospital, and the Stanford University Board of Trustees also provides our Board with the benefit of her perspectives on business, corporate governance and citizenship. | | |
2025 STOCKHOLDER ENGAGEMENT
| Board committees: • Audit CHAIR • Corporate Governance Key attributes: • Accounting and Financial • Executive Leadership • Financial Services • Strategy and Execution • Global Business • Marketing and Distribution • Government and Regulatory • Sustainability • Risk Management and Compliance • Technology/Cyber | Alexander S. Friedman | | | | | Independent | Age: 55 | Director since: 2021 | | | Career highlights: • Co-Founder and Co-Chief Executive Officer of Novata Inc., a public benefit corporation committed to simplifying the process of collecting, analyzing and benchmarking sustainability data since 2021 • Co-Founded Jackson Hole Economics, a non-profit private economic research firm, in January 2019 • Chief Executive Officer of GAM Holding AG, a publicly listed international investment management firm, from September 2014 to November 2018 • Global Chief Investment Officer of UBS AG Wealth Management and Wealth Management Americas, Chairman of the UBS Global Investment Committee and Group Managing Director from February 2010 to September 2014 • Chief Financial Officer of the Bill & Melinda Gates Foundation from March 2007 to February 2010 • Director, Investment Banking at Lazard from June 2001 to March 2007 | | | | | Key attributes, experience and skills: Mr. Friedman’s experience as a senior business leader with two decades of experience growing and transforming businesses in the financial services industry, and as the senior financial executive of the world’s largest foundation, provides the Board with valuable insights on financial matters, investment and wealth management, strategic planning and operational integration and development. Mr. Friedman is a member of the Council on Foreign Relations, and also serves on the advisory council of Social Finance, a non-profit organization dedicated to mobilizing capital to drive social progress, and the advisory board of America Needs You, a non-profit organization focused on college access for first generation college students. | | |
2025 STOCKHOLDER ENGAGEMENT
| 2026 Proxy Statement | 9 |
2025 STOCKHOLDER ENGAGEMENT
| Key attributes: • Accounting and Financial • Artificial Intelligence • Executive Leadership • Financial Services • Global Business • Marketing and Distribution • Risk Management and Compliance • Strategy and Execution • Sustainability • Technology/Cyber | Gregory E. Johnson | | | | | Career highlights: | Age: 64 | Director since: 2007 | | | • Executive Chairman since February 2020, Chairman of the Board since June 2013 and director of the Company since January 2007 • Chairman of the San Francisco Giants, a professional baseball team, since November 2019 • Chief Executive Officer of the Company from July 2005 to February 2020 • Co-Chief Executive Officer of the Company from January 2004 to July 2005 • President of the Company from December 1999 to September 2015 • Officer and/or director of certain subsidiaries of the Company • Director or trustee of certain funds registered as investment companies managed or advised by subsidiaries of the Company | | | | | Key attributes, experience and skills: Mr. G. Johnson brings leadership and extensive business and operating experience, as well as significant knowledge of our Company and the global fund management industry, to the Board. Mr. G. Johnson is a Certified Public Accountant and prior to joining the Company, was a senior accountant with Coopers & Lybrand. Over his 30-year tenure with the Company, Mr. G. Johnson has held officer and director positions with various subsidiaries of the Company; hands-on experience that provides him with in-depth knowledge of the Company’s operations. Mr. G. Johnson’s presence on the Board provides the Board with management’s current perspectives on the Company’s business and strategic vision for the Company. Mr. G. Johnson’s service on various boards of industry organizations, including the Investment Company Institute’s Board of Governors, also provides the Board with the benefit of additional perspectives on industry developments, including regulatory and policy issues. He is a past Chairman and Vice Chairman of the Investment Company Institute and currently serves on its Executive Committee. | | |
2025 STOCKHOLDER ENGAGEMENT
| Key attributes: • Accounting and Financial • Artificial Intelligence • Executive Leadership • Financial Services • Global Business • Government and Regulatory • Marketing and Distribution • Risk Management and Compliance • Strategy and Execution • Sustainability • Technology/Cyber | Jennifer M. Johnson | | | | | Career highlights: | Age: 61 | Director since: 2020 | | | • Chief Executive Officer and Director since February 2020 and President of the Company from December 2016 to October 2025 • Chief Operating Officer of the Company from February 2017 to February 2020 • Co-President of the Company from October 2015 to December 2016 • Executive Vice President and Chief Operating Officer of the Company from March 2010 to September 2015 • Executive Vice President – Operations and Technology of the Company from December 2005 to March 2010 • Senior Vice President and Chief Information Officer of the Company from May 2003 to December 2005 • Officer and/or director of certain subsidiaries of the Company, including certain of the specialist investment managers acquired through the Legg Mason transaction • Director or trustee of certain funds registered as investment companies managed or advised by subsidiaries of the Company • Director of Thermo Fisher Scientific Inc., a science service company since July 2023 | | | | | Key attributes, experience and skills: Ms. Johnson brings significant experience leading and working with all parts of our business, as well as extensive knowledge of the global investment management industry. Over her 35-year tenure with the Company, Ms. Johnson has held leadership roles in all major divisions of the business, including investment management, global distribution, customer service, fund administration, global technology, and the Company’s high-net-worth business. This extensive hands-on experience provides her with in-depth knowledge of the Company’s operations. She has been a key driver of many key acquisitions, including the acquisitions of Legg Mason in 2020 and Putnam Investments in 2024, as well as the expansion of the Company’s alternative investment capabilities through the acquisitions of Lexington Partners in April 2022 and Alcentra in November 2022. Under Ms. Johnson’s leadership, the Company continues to invest strategically in areas designed to deliver strong client results, including financial technology and investment data science. | | |
2025 STOCKHOLDER ENGAGEMENT
| 10 | Franklin Resources |
2025 STOCKHOLDER ENGAGEMENT
| Key attributes • Accounting and Financial • Executive Leadership • Financial Services • Global Business • Risk Management and Compliance | Rupert H. Johnson, Jr. | | | | | Career highlights: | Age: 85 | Director since: 1971 | | | • Vice Chairman of the Company since December 1999 and director of the Company since 1971 • Officer and/or director of certain subsidiaries of the Company • Officer and/or director or trustee of certain funds registered as investment companies managed or advised by subsidiaries of the Company | | | | | Key attributes, experience and skills: Mr. R.H. Johnson, Jr.’s service as Vice Chairman of the Company and as an officer, director or trustee of various subsidiaries of the Company and Franklin Templeton mutual funds since its inception provides the Board with significant knowledge of and insights into the Company and the global fund management industry in which we operate. His fundamental knowledge of the Company gained over 60 years gives him an important perspective on the Company and provides significant leadership, business and operational expertise to the Board. Mr. R. H. Johnson, Jr. has served on various industry boards and committees addressing investment company issues including the Board of Governors of the Investment Company Institute. In his capacity with the Company, he has served as Director of Research and is a portfolio manager for one of its funds. He provides the Board with a unique perspective on critical components of the Company’s business. | | |
2025 STOCKHOLDER ENGAGEMENT
| Board committees: • Compensation • Corporate Governance Key attributes: • Accounting and Financial • Executive Leadership • Financial Services • Global Business • Government and Regulatory • Risk Management and Compliance • Strategy and Execution • Technology/Cyber | John Y. Kim | | | | | Independent | Age: 65 | Director since: 2021 | | | Career highlights: • Founder and Managing Partner of Brewer Lane Ventures LLC, an early stage fintech venture capital firm, since 2019 • President of New York Life Insurance Company from 2015 to 2018 • Chief Executive Officer and Chief Investment Officer of New York Life Investment Management from 2008 to 2015 • President of Prudential Retirement from 2004 to 2007 • President of Cigna Investments and Retirement from 2002 to 2004 • Chief Executive Officer of Bondbook, a financial technology company, from 2001 to 2002 • Chief Executive Officer and Chief Investment Officer of Aeltus Investment Management, an investment subsidiary of Aetna, from 1994 to 2000 • Board of Trustees, Eversource Energy since 2018 • Director of FiServ, a global provider of financial services technology, from 2016 to 2018 | | | | | Key attributes, experience and skills: Mr. Kim brings leadership and extensive business and technology experience to the Board, including direct management of asset management firms. In addition, Mr. Kim’s significant experience as chief executive officer of a variety of companies provides valuable insights into leadership, growth, and strategy. Mr. Kim currently serves on the boards of several privately held technology startup companies in FinTech including—Cowbell, Ease Capital, Exos, Kingfield, Ladder Financial, Inc. and Socotra. His service on various public and private boards of industry organizations provides additional perspectives on asset management, insurance, and technology. | | |
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| 2026 Proxy Statement | 11 |
2025 STOCKHOLDER ENGAGEMENT
| Board committees: • Audit • Compensation Key attributes: • Accounting and Financial • Executive Leadership • Financial Services • Global Business • Government and Regulatory • Risk Management and Compliance • Sustainability • Technology/Cyber | Karen M. King | | | | | Independent | Age: 53 | Director since: 2021 | | | Career highlights: • Managing Director and Chief Operating Officer of Silver Lake, a global investment firm focused on large-scale opportunities in the technology, technology-enabled, and related growth sectors • Formerly held a variety of roles at Silver Lake since 2004 | | | | | Key attributes, experience and skills: Ms. King’s experience with Silver Lake provides the Board with valuable perspective and experience in the alternative investments area, specifically in the private equity space, as well as strategic matters relating to M&A activity and fundraising transactions. Her management experience at Silver Lake also provides the Board with an additional perspective on regulatory matters and cybersecurity matters. Ms. King’s involvement with Silver Lake’s portfolio companies, including as a current member of the board of directors of Relativity, Qualtrics and Endeavor, acting as an Advisor to Eudia (formerly Cicero) and previous service on the boards of Aras and Serena Software, as well as her service on various non-profit boards, including the Duke University Board of Trustees, United States Olympic and Paralympic Foundation and as former Chair of the American Leadership Forum—Silicon Valley and former Chair of the Menlo School Board of Trustees, provides the board with additional perspectives on governance. | | |
2025 STOCKHOLDER ENGAGEMENT
| Board committees: • Audit • Corporate Governance Key attributes: • Accounting and Financial • Executive Leadership • Financial Services • Global Business • Government and Regulatory • Marketing and Distribution • Risk Management and Compliance • Strategy and Execution • Sustainability • Technology/Cyber | Anthony J. Noto | | | | | Independent | Age: 57 | Director since: 2020 | | | Career highlights: • Chief Executive Officer and a director of SoFi Technologies, Inc. (SoFi), a digital financial services company, since March 1, 2018 • Director of Warner Bros. Discovery, Inc. since January 2025 • Chief Operations Officer from 2017 until 2018, Chief Operations Officer and Chief Financial Officer from 2016 to 2017, and Chief Financial Officer from 2014 to 2016, of Twitter, Inc., a global social media company • Partner, Co-Head, Global Technology, Media and Telecom Investment Banking from 2011 to 2014, and Partner, Investment Banking Division from 2010 to 2011, at Goldman Sachs & Co • Chief Financial Officer from 2008 to 2010 of the National Football League | | | | | Key attributes, experience and skills: As Chief Executive Officer of SoFi, Mr. Noto brings valuable fintech industry experience. He has overseen SoFi’s expansion from a desktop lending business to a broad-based, mobile-first personal financial platform, offering users investment products including stocks, ETFs, cryptocurrency trading, as well as loans and cash management accounts. He also brings valuable leadership, strategic, financial and operations experience, having previously served as Chief Operating Officer and Chief Financial Officer of Twitter, Inc., and as Chief Financial Officer of the National Football League. During his nearly 13 years at Goldman Sachs & Co., Mr. Noto developed a deep understanding of the technology, media and telecommunications industries, including serving as Co-Head of Global Technology, Media and Telecommunications Investment Banking, and Co-Head of Communications, Media and Entertainment Investment Research. His current and prior experience provides the Board with the benefit of his perspective on trends in the financial industry, including developments in the fintech and social media spaces, and finance matters. | | |
2025 STOCKHOLDER ENGAGEMENT
| 12 | Franklin Resources |
2025 STOCKHOLDER ENGAGEMENT
| Board committees: • Audit • Compensation Key attributes: • Accounting and Financial • Executive Leadership • Financial Services • Global Business • Government and Regulatory • Marketing and Distribution • Strategy and Execution | John W. Thiel | | | | | Independent | Age: 65 | Director since: 2021 | | | Career highlights: • Executive Chairman and Founder of Indivisible Partners, LLC, a registered investment adviser, since January 2025 • Partner and Senior Advisor with MyNextSeason, an executive coaching firm, since 2018 • Formerly with Bank of America Merrill Lynch Wealth Management from 1989 to 2018, serving as Vice Chairman of Global Wealth and Investment Management of Bank of America Merrill Lynch from 2017 to 2018 • Head of Merrill Lynch Wealth Management from 2011 to 2016 • Head of Private Banking and Investment Group at Merrill Lynch Wealth Management from 2005 to 2011 • Pacific West Regional Managing Director of Private Banking and Investment Group at Merrill Lynch Wealth Management from 2001 to 2005 • Market Executive at Merrill Lynch Wealth Management from 1997 to 2001 • District Sales Manager at Merrill Lynch Wealth Management from 1995 to 1997 • Financial Advisor at Merrill Lynch Wealth Management from 1989 to 1995 | | | | | Key attributes, experience and skills: Mr. Thiel brings deep global leadership and extensive asset, investment and distribution management expertise to the Board as well as operating experience, including navigating complex relationships. Client-focused, Mr. Thiel is recognized as a transformative leader who, during his tenure at Merrill Lynch, accelerated growth and drove dramatic cultural and strategic transformation while forming effective internal and external partnerships. He is a director of Cohen & Steers Income Opportunities REIT, Inc. and Executive Chairman of Forabaya, LLC. Mr. Thiel’s long-term commitment to philanthropy and his community includes service on the board of V Foundation for Cancer Research, and as the chair of Don’t Ever Give Up, Inc. | | |
2025 STOCKHOLDER ENGAGEMENT
| Board committees: • Compensation CHAIR Key attributes: • Accounting and Financial • Executive Leadership • Financial Services • Global Business • Marketing and Distribution • Strategy and Execution • Technology/Cyber | Seth H. Waugh | | | | | Independent | Age: 67 | Director since: 2015 | | | Career highlights: • Former Chief Executive Officer and current Senior Adviser of The PGA of America, an American organization of golf professionals, since 2018 • Former Managing Director, Partner and current Senior Advisor at Silver Lake since 2017 • Non-executive chairman of Alex. Brown, a division of Raymond James, from 2016 to 2019 • Vice Chairman of Florida East Coast Industries, LLC, the parent company of several commercial real estate, transportation and infrastructure companies based in Florida, from 2013 to 2017 • From 2000 to 2013, Mr. Waugh served in various roles at Deutsche Bank Americas, including Chief Executive Officer and Chairman of the Board of Directors of Deutsche Bank Securities Inc. • Chief Executive Officer of Quantitative Financial Strategies, a hedge fund • Served in various capacities at Merrill Lynch over 11 years, including Co-head of Global Debt Markets • Director of Yext, Inc. since 2020 | | | | | Key attributes, experience and skills: Mr. Waugh’s significant experience in the financial sector provides the Board with valuable perspectives on capital markets and investment management. Having held various leadership roles at Deutsche Bank and other financial institutions, Mr. Waugh brings strong leadership skills as well as deep knowledge of operational and strategic matters to the Board. His prior service on the boards of the Deutsche Bank Americas Advisory Board, the Deutsche Bank Americas Foundation, The Clearing House, the Financial Services Forum and the Board of Governors of FINRA provides our Board with the benefit of his substantial expertise in financial industry developments and corporate citizenship. | | |
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| 2026 Proxy Statement | 13 |
2025 STOCKHOLDER ENGAGEMENT
| Board committees: • Compensation • Corporate Governance CHAIR Key attributes: • Accounting and Financial • Executive Leadership • Financial Services • Global Business • Government and Regulatory • Marketing and Distribution • Risk Management and Compliance • Strategy and Execution • Technology/Cyber | Geoffrey Y. Yang | | | | | Independent | Age: 66 | Director since: 2011 | | | Career highlights: • Managing Director and Founding Partner of Redpoint Ventures, a private equity and venture capital firm, since 1999 • General Partner with Institutional Venture Partners from 1987 to 1999 • Director of Warner Bros. Discovery, Inc. since April 2022 • Director of Silver Lake Private Equity, L.P since May 2025 • Director of AT&T, Inc. from July 2016 to April 2022 • Director of Liberty Media Acquisition Corp. from January 2021 to December 2022 • Director of BigBand Networks from 1999 to 2011 • Director of Ask Jeeves 1999 to 2004 • Director of TiVo from 1997 to 2009 • A member of the President’s Information Technology Advisory Committee for the United States from 2003-2007 | | | | | Key attributes, experience and skills: Mr. Yang’s experience as a Managing Director of Redpoint Ventures provides the Board with valuable perspectives on financial and strategic matters as well as expertise in the capital markets. Mr. Yang co-founded Redpoint Ventures in 1999, after having previously been a General Partner with IVP since 1987. With approximately $7 billion of capital under management, Redpoint invests in venture capital and early growth stage technology companies. Some of the companies in which Redpoint has invested include DraftKings, Hashicorp, Netflix, Snowflake, Stripe and Twilio. In addition, Mr. Yang is the CEO/founder of Performance Health Sciences (d/b/a Apeiron Life), the CEO/founder of The Odds, the Chairman/founder of Rock the Bells, the Chairman/Founder of Sake Ono, and serves on the board of these companies as well as Esquel and Scribd. These experiences bring strategic direction, growth and technology expertise to the Board. Mr. Yang’s current and prior service on the boards of several private and public companies as well as with non-profit organizations including as current Chairman of the U.S. Olympic and Paralympic Foundation, the Naval Postgraduate Advisory Board, the Workday CEO Advisory Board, the President’s Advisory Committee at Princeton University, McLaren Advisory Team, and formerly serving on the Advisory Council for the Stanford Graduate School of Business, the U.S. Golf Association, and the U.S. Ski and Snowboard Foundation provides our Board with the benefit of his perspectives on business, corporate governance and citizenship, and finance. | | |
Board processes and insights
Both direct and certain indirect forms of ownership are recognized in achieving these guidelines, including shares owned outright, unvested time-based restricted stock and restricted stock units, 401(k) plan funds invested in shares of the Company’s common stock, and funds deemed invested in shares of the Company’s common stock under the 2006 Directors Deferred Compensation Plan. Shares of the Company’s common stock held by immediate family members (which includes a director’s or executive officer’s spouse, children and parents) or entities controlled by a director or executive officer may be considered holdings of the director or executive officer for purposes of the guidelines only and not as an admission of beneficial ownership for any other purpose. As of December 19, 2025, all directors and executive officers were in compliance with these guidelines. Corporate Forum-Selection Bylaws. Our Amended and Restated Bylaws (“Bylaws”) provide that, unless the Board consents to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of the Company, or certain other actions or claims, involving the Company or our directors, officers, employees or agents. The forum-selection provision is designed to help the Company manage corporate litigation risks. Executive compensation clawback policy The Company’s general employee compensation clawback practices provide for recovery of compensation amounts (i) in connection with fraud or a breach of securities law by an individual or (ii) when (A) the Company issues a restatement of financial results to correct a material error; (B) the Compensation Committee determines, in good faith, the individual’s fraud or willful misconduct was a significant contributing factor to the need to issue such restatement; and (C) some or all of an award awarded to that individual prior to such restatement and/or shares of the Company’s common stock or mutual fund shares that were awarded and/ or other property earned by the individual prior to such restatement would not have been awarded and/or earned, as applicable, based upon the restated financial results. In addition, effective for compensation awarded for periods beginning on or after October 1, 2023, the Board adopted an Executive Compensation Clawback Policy (“Clawback Policy”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation following accounting restatements from persons who served as an executive officer of the Company at any time during the performance period for such incentive-based compensation and who received such compensation during the three fiscal years preceding the date on which the Company is required to prepare an accounting restatement. The compensation to be recovered is the amount in excess of what would have been paid based on the restated results. Recovery will be required on a “no fault” basis, without regard to whether any misconduct occurred and without regard to whether an executive officer was responsible for the erroneous financial statements.
Board processes and insights
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($)(4) | | Mariann Byerwalter | 202,000 | 195,011 | 397,011 | | Alexander S. Friedman | 197,000 | 195,000 | 392,000 | | John Y. Kim | — | 319,000 | 319,000 | | Karen King | — | 352,000 | 352,000 | | Anthony J. Noto | 127,000 | 195,011 | 322,011 | | John W. Thiel | 162,000 | 195,011 | 357,011 | | Seth H. Waugh | 137,000 | 195,000 | 332,000 | | Geoffrey Y. Yang | 181,500 | 195,011 | 376,511 |
Board processes and insights
Director fees Standard compensation arrangements As of September 30, 2025, the compensation arrangements for non-employee directors consist of the board and meeting fees, and annual equity award, below. Lead director retainer. The director designated by the independent directors of the Board as the lead director of the Board is entitled to receive an annual lead director cash retainer fee of $35,000 (one-fourth of which is paid quarterly). Director retainer and special meeting fee. Non-employee directors are entitled to receive an annual Board cash retainer fee of $100,000 (one-fourth of which is paid quarterly), plus $5,000 for each Board meeting attended by such director in excess of the five regularly scheduled Franklin Board meetings per fiscal year. Director annual equity award. Non-employee directors are also entitled to receive an annual equity award on the date of each annual organizational meeting of the Board, valued at $195,000 (rounded up to the nearest whole share). Committee chairperson retainers. The Chairperson of the Audit Committee is entitled to receive an annual cash retainer fee of $30,000 (one-fourth of which is paid quarterly), and the Chairpersons of the Compensation Committee and the Corporate Governance Committee each is entitled to receive an annual cash retainer fee of $25,000 (one-fourth of which is paid quarterly). Committee member retainers. Each member of the Audit Committee (including the Chairperson) is entitled to receive an annual cash retainer fee of $15,000 (one-fourth of which is paid quarterly), and each member of the Compensation Committee and the Corporate Governance Committee (including each committee’s Chairperson) is entitled to receive an annual cash retainer fee of $12,000 (one-fourth of which is paid quarterly). Special committee meeting fees. Additionally, a $1,500 special committee meeting cash fee is payable to (i) each member of the Audit Committee for each Audit Committee meeting attended by such member in excess of 10 Audit Committee meetings per fiscal year, (ii) each member of the Compensation Committee for each Compensation Committee meeting attended by such member in excess of eight Compensation Committee meetings per fiscal year, and (iii) each member of the Corporate Governance Committee for each Corporate Governance Committee meeting attended by such member in excess of eight Corporate Governance Committee meetings per fiscal year. Further, a $2,500 special committee meeting cash fee is payable to each member of an ad hoc special committee addressing litigation and regulatory matters for each such committee meeting attended by such member subject to applicable limitations per member as approved by the Board. Other board compensation. In addition, the Company reimburses directors for certain expenses incurred in connection with attending Board and committee meetings as well as other related events, including travel, hotel accommodations, meals and other incidental expenses for the director and his or her spouse accompanying the director in connection with such events. Deferred director fees The Company allows non-employee directors to defer payment of their directors’ fees and stock awards in a manner that is intended to comply with the provisions of Section 409A of the Internal Revenue Code (“Code”), and to treat the deferred amounts as hypothetical investments in common stock of the Company and/or in Company-sponsored mutual funds, as selected by the director. Directors are then credited with the same earnings, gains or losses that they would have incurred if the deferred amounts had been invested in the specific investments and for the specific periods as directed by each particular director. Additionally, directors who defer their directors’ fees and stock awards are credited with notional dividends and other distributions at the same time, in the same form, and in equivalent amounts as dividends and other distributions that are payable from time to time with respect to investments selected by each particular director. On the payout dates elected by a director, the hypothetical investments are valued and the Company must pay the director or his or her beneficiary a cash amount equal to the value of the hypothetical investments. Payouts may be made in a lump sum or in periodic installments consistent with director elections.
Board processes and insights
| (2) For non-employee directors, this column combines beneficial ownership of shares of our common stock with deferred director fees held by certain non-employee directors in an account economically equivalent to our common stock (but payable in cash), as of December 5, 2025. See “Director Fees—Deferred Director Fees” for a description of deferred director fees. For named executive officers, this column includes time-based unvested restricted stock units held by such officers. Restricted stock units do not confer voting or dispositive power. This column indicates the alignment of the named persons with the interests of the Company’s stockholders because the value of their total holdings will increase or decrease correspondingly with the price of the Company’s common stock. Other than beneficially owned shares of our common stock, the amounts described in this footnote are not included in the calculation of the percentages contained in the Percent of Shares Beneficially Owned column of this table. |
Board processes and insights
| (5) Mr. G. Johnson is also a named executive officer of the Company. Includes 7,680 shares held in the 401(k) Plan, 54,324 unvested restricted stock units, and an aggregate of 2,969,100 shares held by two limited partnerships. Also includes 252,415 shares held by his children or children’s trusts for which he is trustee, 216,900 shares held by sibling venture limited partnership for which he is manager, 26,444 shares held by spouse, and 1,178,795 shares held by a private charitable foundation for which he is trustee (in each case disclaims beneficial ownership of such shares). |
Board processes and insights
| (6) Ms. Johnson is also a named executive officer of the Company. Includes 2,643 shares held in the 401(k) Plan, 587,199 unvested restricted stock units, an aggregate of 2,854,600 shares held by two limited partnerships. Also includes 595,649 shares held by her children or children’s trusts for which she is trustee, 309,256 shares held in trusts for niece/nephews for which she is trustee, and 1,177,954 shares held by a private charitable foundation for which she is trustee (in each case disclaims beneficial ownership of such shares). |
Board processes and insights
| (8) Includes 221,029 unvested restricted stock units. |
Board processes and insights
| (9) Includes 130,531 unvested restricted stock units. |
Board processes and insights
| (10) Includes 208,874 unvested restricted stock units. |
Board processes and insights
| (11) Includes an aggregate of 40,237 shares held in the 401(k) Plan and 1,686,706 unvested restricted stock units. |
Board processes and insights
1. Executive Summary Our compensation philosophy Our Compensation Committee believes that executive compensation should be strongly linked to our performance – both for our investors and for our clients who entrust us to manage their investments and in turn drive our success. We recognize the importance of our compensation decisions to these constituencies and believe the design and implementation of our executive compensation program reflects this stewardship. Accordingly, we seek to maintain an executive compensation program that is designed to attract and retain skilled executives, incentivize executives to deliver returns for our clients and thus maximize our financial performance and the creation of stockholder value, and align executives’ interests with those of our stockholders. We aim to achieve these objectives by granting a significant majority of executive compensation in the form of “at-risk” compensation, where the value of compensation is dependent on our performance. Our at-risk compensation is typically granted in the form of (i) annual incentive cash bonus awards and restricted stock unit (“RSU”) awards granted under our Amended and Restated Annual Incentive Compensation Plan (the “AIP”) that are earned based on certain annual performance objectives and (ii) performance-based RSU awards that are earned and vest based on achievement of annual and three-year financial performance objectives. We currently do not grant stock options. The significant equity portion of our at-risk compensation serves to align the interests of our NEOs with those of our stockholders. In addition, the Compensation Committee recognizes that NEOs implement and effect long-term initiatives for the Company that often take more than one fiscal year to accomplish and, accordingly, should receive a significant percentage of their compensation in the form of equity that does not immediately vest.
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| Key Financial Performance Measures (as of and for fiscal years ended September 30) | 2025 | 2024 | Percentage Change 2025 vs. 2024 | | Ending Assets Under Management ($ billions) | $1,661.2 | $1,678.6 | (1 %) | | Average Assets Under Management ($ billions) | $1,606.7 | $1,565.8 | 3 % | | Adjusted Operating Revenue ($ millions)(1) | $6,701.1 | $6,564.8 | 2 % | | Adjusted Operating Income ($ millions)(1) | $1,640.2 | $1,713.1 | (4 %) | | Adjusted Net Income ($ millions)(1) | $1,195.8 | $1,276.7 | (6 %) | | Adjusted Earnings Per Share(1) | $2.22 | $2.39 | (7 %) | | Adjusted Operating Margin(1) | 24.5% | 26.1% | — | | Three-Year Stockholder Return | 7.9% | (7.9%) | — |
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Fiscal year 2025 investment management performance •We are committed to delivering strong investment performance for our clients, offering a broad range of strategies and drawing on our diverse experiences and perspectives gained through our long history in the investment management business. We know that success demands smart and effective business innovation, solutions and technologies, and we remain focused on investment excellence, innovating to meet evolving client goals, and building strong partnerships by delivering superior client service. We continue to focus on the long-term investment performance of our investment products and on providing high quality service to our clients. •A key driver of our overall success is the long-term investment performance of our investment products. A measure of the performance of these products is the percentage of AUM exceeding peer group medians and benchmarks. We compare the relative performance of our mutual funds against peers, and of our strategy composites against benchmarks. •The performance of our mutual fund products against peer group medians and of our strategy composites against benchmarks is presented in the table below. Past performance is no guarantee of future results.
COMPENSATION MIX
| | Peer Group Comparison(1) % of Mutual Fund AUM in Top Two Peer Group Quartiles | | | | Benchmark Comparison(2) % of Strategy Composite AUM Exceeding Benchmark | | | | | As of September 30, 2025 | 1-Year | 3-Year | 5-Year | 10-Year | 1-Year | 3-Year | 5-Year | 10-Year | | Fixed Income | 53% | 71% | 71% | 64% | 68% | 76% | 83% | 92% | | Equity | 60% | 62% | 49% | 58% | 37% | 41% | 34% | 44% | | Total AUM(3) | 51% | 57% | 62% | 54% | 53% | 55% | 52% | 62% |
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| (1) Mutual fund performance is sourced from Morningstar and measures the percentage of ranked fund AUM in the top two quartiles of their peer groups. Mutual Fund AUM measured for the 1-, 3-, 5- and 10-year periods represents 40%, 39%, 39%, and 36%, respectively of our total AUM as of September 30, 2025. |
COMPENSATION MIX
| (2) Strategy composite performance measures the percent of composite AUM beating its benchmark. The benchmark comparisons are based on each account’s/composite’s (strategy composites may include retail separately managed accounts and mutual fund assets managed as part of the same strategy) return as compared to a market index that has been selected to be generally consistent with the asset class of the account/ composite. Total strategy composite AUM measured for the 1-, 3-, 5- and 10-year periods represents 56%, 55%, 55%, and 50% of our total AUM as of September 30, 2025. |
COMPENSATION MIX
Strengthening leadership In September of 2025, we announced structural changes to our leadership and Executive Committee with the appointment of Mr. Murphy, Head of Public Market Investments, and Mr. Nicholls, Chief Financial and Chief Operating Officer, as Co-Presidents of the Company, to serve along with Mr. Daniel Gamba, who was appointed Co-President and Chief Commercial Officer, effective October 15, 2025. Together, the Co-Presidents will work in conjunction with Ms. Johnson and the Board of Directors on continuing to execute the long-term strategic plans of the Company. Over the past several years, Franklin Templeton has accelerated its efforts to provide diverse investment capabilities across a broad range of clients around the world. Through both organic growth and targeted acquisitions, the company has continued its successful evolution to benefit clients and meet their changing needs in pursuit of financial goals. These capabilities have included alternative assets, ETFs, customization through Canvas and additional capabilities in the retirement and insurance sectors. Franklin Templeton’s regionally focused sales model, which consists of over 1,500 professionals, is driven by a consultative, investment-led mindset, and has contributed greatly to this growth. 2. Compensation Elements Our executive compensation program consists primarily of three elements: (1) base salary, (2) short-term incentive compensation based on company-wide investment and financial performance objectives and NEO-specific strategic initiatives, and which is paid in a combination of cash and time-based incentive RSU awards, and (3) RSU awards subject to long-term performance-based vesting conditions.
COMPENSATION MIX
| Compensation Element | Designed To Reward | Relationship To The Objectives | | Base Salary | • Experience, knowledge of the industry, duties and scope of responsibility | • Provides a minimum, fixed level of cash compensation to attract and retain talented executives to the Company who can continue to drive and improve the Company’s overall performance | | Annual Incentive Compensation • Incentive cash awards • Incentive RSU awards • Incentive investment fund unit awards | • Success in achieving objectives | • Motivates executives to achieve specific financial and non-financial Company-wide, business unit and individual performance objectives • Provides competitive compensation to attract and retain talented executives • Links annual incentive to value creation for stockholders with a mix of cash and equity • Encourages retention of key executives with incentive RSU awards granted based on annual performance for the prior year subject to vested conditioned on continued service | | Long-term Incentive Compensation • Performance RSU awards | • Continued excellence and achievement of objectives over time • Success in long-term growth and development | • Motivates executives to achieve specific Company-wide financial objectives over a three-year performance period • Aligns the executives’ interests with long-term stockholder interests with performance RSU awards earned based on achievement of financial performance objectives • Provides competitive compensation to attract and retain talented executives • Encourages retention of key executives with the Company with performance RSU awards subject to performance-based vesting conditions over a three-year period |
COMPENSATION MIX
Base salary The Compensation Committee believes that base salaries for our NEOs should be limited to a reasonable base compensation for the day-to-day performance of the NEOs’ job responsibilities and that the majority of their pay should be in at-risk compensation tied to performance. Base salaries are evaluated by the Compensation Committee annually for all NEOs and in general do not change significantly year-to-year unless the NEO is promoted or the Compensation Committee determines that an adjustment is necessary due to compensation or economic trends in the industry. Annual incentive compensation Annual incentive compensation in the form of incentive cash awards and incentive RSU awards granted to our NEOs and incentive investment fund unit awards (“Fund Unit Awards” and, together with RSU awards, the “Annual Deferred Incentive Awards”) granted to Mr. Murphy, are funded from an award pool (the “Award Pool”) that is established annually under the AIP. The incentive RSU awards are granted under the 2002 Universal Stock Incentive Plan, as amended (the “USIP”), based on prior year performance and vest in equal installments over three years subject to continued service with the Company. The Annual Deferred Incentive Awards are granted shortly following the end of the fiscal year to which the award relates, with the number of RSU awards determined by dividing the dollar value of the equity portion of the award by the closing price of our common stock on the date of grant and the number of Fund Unit Awards determined based on the dollar value of the units of the applicable funds amongst which the award is allocated. NEOs receive dividends on unvested incentive RSU awards as and when dividends are paid to stockholders. Targets under the AIP are based on a combination of Company-wide, business unit and individualized performance objectives. The Compensation Committee recognizes that the Company-wide measures may not fully reflect the individual performance and contributions made by our separate business units and their respective leaders, and therefore has incorporated objectives relating to achievement of strategic initiatives into the AIP. These objectives are specifically tailored to each business unit and include, but are not limited to, a mix of investment performance, sales, financial, customer service, technology and human resources objectives. The size of the Award Pool is approved by the Compensation Committee and is fixed at a percentage of our pre-bonus net operating income, exclusive of passive income and calculated before non-operating interest, taxes, extraordinary items, and any special items such as special compensation payouts on account of an acquisition (“PBOI”). The specific size of the Award Pool is determined at the start of the fiscal year but may be revised by the Compensation Committee at any point during or after the fiscal year. The annual incentive compensation paid and granted in November 2025, the specific strategic objectives considered by the Compensation Committee for each NEO in fiscal year 2025, and the Compensation Committee’s determination of the Award Pool for fiscal year 2025 are summarized in “3. Fiscal Year 2025 Executive Compensation Decisions” below. Long-term incentive compensation Our long-term incentive compensation consists of annual grants of performance RSU awards (“Performance Awards”) under the USIP that vest over a three-year period based on the achievement of specified financial performance goals as described below. Half of the Performance Awards granted in fiscal year 2025 will be earned and vested based on our Adjusted Operating Margin (as defined below) and half of the Performance Awards will be based on our relative total stockholder return over a three-year period (as described below). The Performance Award component that is based on Adjusted Operating Margin is earned based on our fiscal year performance, with performance vesting occurring in equal increments in each year over a three-year period, while the Performance Award component that is based on relative total stockholder return is earned and “cliff”-vests based on a three-year performance period. NEOs receive dividends on Performance Awards only upon and to the extent of vesting of the applicable Performance Award. The Performance Awards granted to each NEO for fiscal year 2025 was determined by the Compensation Committee with the goal of targeting a material percentage of the NEO’s total incentive compensation in the form of Performance Awards. The applicable metrics were selected because these measures can be influenced by the NEO's performance and are intended to drive the Company's business strategy and objectives. In the event a performance measure is not achieved at or above a specified threshold level, the portion of an award tied to such performance measure is forfeited. The Compensation Committee selects performance-based vesting targets that it believes are sufficient to motivate NEOs by being challenging, but achievable. The specific performance-based vesting conditions applicable to awards granted in November 2025 and those completing their vesting cycle in November 2025 are summarized in “3. Fiscal Year 2025 Executive Compensation Decisions — Types of Compensation — Long-term Incentive Compensation” below.
COMPENSATION MIX
3. Fiscal Year 2025 Executive Compensation Decisions Fiscal year 2025 base salary and annual incentive awards In November 2025, based on the Compensation Committee’s evaluation of the strategic initiative achievements summarized below and the performance objectives discussed above, the Compensation Committee approved the base salary and annual incentive awards in the aggregate amounts below.
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| | | Annual Incentive Award | | | Performance Award | Total Annual Compensation | % change in Total Compensation vs. 2024 | | Name | Base Salary | Total Incentive Award | Incentive Cash Component | Incentive Deferred Component | | | | | Jennifer M. Johnson | $750,000 | $13,850,000 | $6,925,000 | $6,925,000 | $3,500,000 | $18,100,000 | 20.3 % | | Matthew Nicholls | $600,000 | $7,400,000 | $4,910,000 | $2,490,000 | $2,000,000 | $10,000,000 | 7.5 % | | Gregory E. Johnson | $600,000 | $1,900,000 | $1,335,000 | $565,000 | $500,000 | $3,000,000 | 0.0 % | | Terrence J. Murphy(1) | $500,000 | $12,350,000 | $8,127,500 | $4,222,500 | $500,000 | $13,350,000 | -11.1 % | | Adam B. Spector | $525,000 | $3,575,000 | $2,423,750 | $1,151,250 | $1,200,000 | $5,300,000 | 0.0 % |
COMPENSATION MIX
| | % of Award Eligible to Vest | Performance Period | 2025 Performance Awards | | | | | | Performance Level(1) | % Vesting(2) | | 2025 Adjusted Operating Margin Performance Award (50% of 2025 Performance Awards) | 34% | Fiscal Year 2026 | Adj. Operating Margin ≥ 90% of Plan | 100% | | | | | Adj. Operating Margin ≥ 80% and < 90% of Plan | 50% | | | | | Adj. Operating Margin < 80% of Plan | 0% | | | 33% | Fiscal Year 2027 | Adj. Operating Margin ≥ 90% of Plan | 100% | | | | | Adj. Operating Margin ≥ 80% and < 90% of Plan | 50% | | | | | Adj. Operating Margin < 80% of Plan | 0% | | | 33% | Fiscal Year 2028 | Adj. Operating Margin ≥ 90% of Plan | 100% | | | | | Adj. Operating Margin ≥ 80% and < 90% of Plan | 50% | | | | | Adj. Operating Margin < 80% of Plan | 0% | | 2025 Relative TSR Performance Award (50% of 2025 Performance Awards) | 100% | Fiscal Years 2026 - 2028 | ≥ 75th percentile | 150% | | | | | ≥ 50th to 75th percentile | 100 to 149% | | | | | ≥ 25th to 50th percentile | 50 to 99% | | | | | 0 to 25th percentile | 0 to 49% |
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| | 2025 Performance Awards | | | | Name | Total Target Award Amount | Adjusted Operating Margin Target | Relative TSR Target | | Jennifer M. Johnson | $3,500,000 | $1,750,000 | $1,750,000 | | Matthew Nicholls | $2,000,000 | $1,000,000 | $1,000,000 | | Gregory E. Johnson | $500,000 | $250,000 | $250,000 | | Terrence J. Murphy | $500,000 | $250,000 | $250,000 | | Adam B. Spector | $1,200,000 | $600,000 | $600,000 |
COMPENSATION MIX
| Name | # of Performance Units Vested | # of Performance Units Forfeited | | Jennifer M. Johnson | 61,171 | 62,955 | | Matthew Nicholls | 55,209 | 52,463 | | Gregory E. Johnson | 9,591 | 10,493 | | Adam B. Spector | 22,083 | 20,985 |
COMPENSATION MIX
| Chief Executive Officer Weighting of Performance Metrics | Jennifer M. Johnson | | | Introduction As one of the world's most comprehensive asset managers, Franklin Templeton combines deep expertise across public and private markets with a client reach spanning over 150 countries. Our position today reflects years of deliberate strategic planning and the strength of a global brand that's earned the trust of investors around the world. Fiscal year 2025 marked the first year of our 5-Year Plan, and we've made great strides across a number of key focus areas for the company. We are ahead of our plan for Alternatives fundraising, Exchange Trade Funds (ETFs), and Canvas, and on track in the other areas. Investment Performance Under Ms. Johnson’s leadership, Franklin Templeton achieved strong investment performance during the fiscal year, with a majority of AUM outperforming peers and benchmarks across key time periods. Results highlight the firm’s investment strength, disciplined consistent execution, and ability to deliver competitive returns across market cycles. • At fiscal year-end, more than half of mutual fund/ETF AUM outperformed peer median and over half of composite AUM outperformed their benchmark in all periods. • Mutual fund investment performance AUM outperformed its peers by 51%, 57%, 62% and 54% over the 1-, 3-, 5-and 10-year periods.(1) Compared to the prior year, performance significantly improved in 5-year period. The decrease in the 1- and 3-year periods was due to the categorization of one of our largest funds managed for yield. • Strategy composite investment performance AUM resulted in 53%, 55%, 52% and 62%, of AUM ahead of benchmark on a 1-, 3-, 5-, and 10-year basis.(2) Compared to the prior year, performance improved in the 3-year period and slightly declined in the 1-, 5-, and 10-year periods. • Strong investment performance continued in our private market strategies offered by Benefit Street Partners, Clarion Partners and Lexington Partners. Strategic Initiatives Ms. Johnson led the development and execution of Franklin Templeton’s Five-Year Plan, achieving meaningful progress in its first year. The Company is ahead of plan in Alternatives fundraising, ETFs, and Canvas, and on track across retail SMAs, Solutions, and Fiduciary Trust International. • Led the continued strategic expansion of the Company’s alternatives platform, reinforcing Franklin Templeton position as a leading manager of alternative assets with $264 billion in AUM. - Alternatives fundraising reached $26.2 billion, including $22.9 billion in private markets with 22% raised through wealth channel. - Expanded presence in the wealth management channel, with Franklin Templeton Private Markets, reaching $5.5 billion in AUM across Lexington, Benefit Street Partners, Clarion, and K2. Franklin Lexington Private Markets Fund (“FLEX”) raised $2.7 billion since launch in January. - Enhanced capabilities through strategic partnership with three leading institutional infrastructure investment firms, Actis, Copenhagen Infrastructure Partners, and DigitalBridge. - On October 1, 2025, further strengthened our private debt platform through the Apera Asset Management acquisition, increasing private credit AUM to $95 billion and broadening reach across European markets. • Advanced the Company’s diversification strategy across investment vehicles, positioning the Company to capture evolving investor preferences and strengthen long-term growth and competitiveness. This year resulted in record growth in retail SMAs, ETFs, and Canvas. - Reinforced our position as a leading provider of retail SMAs with assets increasing 13% year-over-year to $164.5 billion in AUM. - Grew ETF AUM by 56% to $49.1 billion from the prior year, and achieved positive net flows for 16 consecutive quarters. - Increased Canvas AUM by 71% year-over-year to $16.3 billion with positive net inflows in every quarter since its acquisition in 2021. • Strengthened global institutional partnerships, expanding Franklin Templeton’s role as a trusted strategic advisor. Raised $15.7 billion in new insurance sub-advisory fundings, reflecting the Company’s position as a preferred partner to leading insurance companies. Expanded multi-billion-dollar relationships across all regions, including the appointment as Trustee and Manager of the $1.68 billion National Investment Fund of the Republic of Uzbekistan |
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4. Our Compensation Decision-Making Process Compensation decisions are made by our Compensation Committee, considering input from its independent compensation consultant Semler Brossy Consulting Group (“Semler Brossy”), our human resources group, our CEO (with respect to the compensation of other NEOs), and our stockholders through stockholder outreach (see, “1. Executive Summary, Stockholder Outreach on Executive Compensation,” above). Role of CEO and human resources group The Compensation Committee works with members of management, including our CEO, to seek input regarding our executive compensation. Twice a year the CEO evaluates each other NEO and his or her respective business unit’s progress in achieving its goals. In addition, the CEO works with our human resources group to determine the appropriate award amount to recommend for each such NEO based upon such performance. As part of this process, the human resources group conducts and reviews an analysis of competitive compensation by peer companies (those listed below under “Compensation Peer Group”), compares previous year-over-year performance and compensation paid to the NEO, and reviews third-party executive compensation surveys related generally to the financial services industry and specifically to the asset management industry. Upon completion of this review process, management presents performance evaluations to the Compensation Committee and the CEO, and the CEO makes a recommendation to the Compensation Committee regarding the appropriate level of incentive compensation to be awarded to each NEO. The Company’s management has engaged McLagan Data & Analytics, an Aon plc company (“McLagan”), a financial services industry compensation consultant, to provide information on peer company compensation and pay trends. The Compensation Committee uses McLagan’s proprietary surveys and market data to analyze the competitiveness of the Company’s executive compensation program and to understand compensation forecasts and trends in the industry. Role of Semler Brossy The Compensation Committee is empowered with the sole authority to retain and terminate any compensation consulting firm directly assisting it in the evaluation of director or executive compensation. The Compensation Committee also has the sole authority to approve fees and other retention terms for its consultant. The Compensation Committee recognizes that it is essential to receive objective advice from compensation consultants and has selected Semler Brossy, and expects to continue to select any compensation consultants, on the basis of all factors relevant to the consultant’s independence including: •the provision of other services to the Company by the consultant’s firm; •the aggregate fees paid by the Company and fees as a percentage of the total revenue of the consultant’s firm; •the policies and procedures of the consultant’s firm designed to prevent conflicts of interest; •any business or personal relationships between the consultant, the consultant’s firm and any Compensation Committee member or executive officer of the Company; and •whether the consultant holds shares of the Company’s stock. Semler Brossy’s role is managed by the Compensation Committee. Throughout the year, the Compensation Committee may ask Semler Brossy to review and comment objectively on management proposals and presentations to the Compensation Committee covering all elements of compensation paid to the NEOs. Semler Brossy also counsels on general market trends, and technical developments and the amount and structure of pay for the non-employee directors of the Board. Under the terms of its engagement, Semler Brossy is required to obtain the prior written approval of the Compensation Committee before Semler Brossy or any of its affiliates performs any non-executive compensation related services for the Company or its subsidiaries. Semler Brossy is required to report to the Compensation Committee any such services and fees annually and upon the reasonable request of the Compensation Committee. There were no such services during fiscal year 2025. Semler Brossy also advises and provides input for the compensation peer group referenced by the Compensation Committee. During fiscal year 2025, the Company paid Semler Brossy $114,438 in consulting fees directly related to services performed for the Compensation Committee.
COMPENSATION MIX
Compensation timeline The following illustrates the indicative timeline by which the Compensation Committee determines pay. Compensation peer group The Compensation Committee, along with its independent executive compensation consultant, conducts an annual review of our compensation peer group. For fiscal year 2025, the Compensation Committee requested Semler Brossy, its independent executive compensation consultant, to conduct an independent review of the Company’s peer group. Following this review, the Compensation Committee decided to remove the following private and smaller public company entities from the Company’s peer group because they no longer represented an appropriate match due to the differences in the size, scale, scope and complexity of our business: Goldman Sachs Asset Management L.P., JP Morgan Asset Management, MFS Investment Management, Morgan Stanley Investment Management, The Vanguard Group, Inc. and Federated Hermes, Inc. The Compensation Committee also replaced two subsidiaries in the legacy peer group, BNY Investment Management and State Street Global Advisers, with their respective parent companies, Bank of New York Mellon Corporation and State Street Corporation.
COMPENSATION MIX
The peer group for fiscal year 2025 consists of 14 public financial services companies of similar size, sub-industry, business model and complexity to the Company. The Compensation Committee believes this peer group accurately reflects the strategic transformation and complexity of our business, as well as the select markets in which we compete for executive talent. The Compensation Committee will continue to review the composition of this peer group to analyze our executive compensation program and determine whether any changes should be made in the future. In light of our overall performance in fiscal year 2025, the Compensation Committee believes that the compensation paid to our CEO and other NEOs is reasonable in relation to the compensation paid by our peer companies both on an absolute basis and in comparison to relevant financial performance metrics. 5. Other Compensation Matters Summary of Compensation Practices Our executive compensation program reflects our commitment to responsible financial and risk management and is exemplified by the following leading policies and practices:
COMPENSATION MIX
| | What We Do | | | Align pay with performance: a significant portion of total compensation for all NEOs is performance-based | | | Grant long-term awards based on meaningful performance measures | | | Maintain clawback policies | | | Require significant stock ownership | | | Limit perquisites | | | Retain an independent consultant to the Compensation Committee | | | Regularly review incentive compensation plans and compensation practices | | | Engage with stockholders regarding compensation practices |
COMPENSATION MIX
| | What We Don’t Do | | | Provide excessive severance benefits | | | Enter into change in control agreements with NEOs | | | Provide excise tax gross-ups | | | Reprice underwater stock options | | | Permit hedging of Company stock | | | Allow pledging of Company stock received as compensation | | | Offer executive-specific retirement plans | | | Pay dividends or dividend equivalents to NEOs on unvested performance shares |
COMPENSATION MIX
Termination/change in control matters Our NEOs are employed on an “at will” basis. We do not have a severance policy. From time to time, we may consider severance in special situations. Except as needed in special circumstances such as during periods of transition, we generally do not have any commitments to provide our NEOs with post-employment termination benefits. We do not enter into change of control agreements. We have not entered into any agreement with any NEO that provides for additional payments or benefits solely on account of a change in control of the Company. Our only change in control provisions are included in existing compensation plans that apply to all participants in those plans. Stock ownership policy The Company believes that a significant ownership interest by certain senior officers tends to align the interests of members of management of the Company with the Company’s stockholders and strengthens the link between long-term Company performance and executive compensation. The following senior officers of the Company are expected to own shares of common stock of the Company with a value equal to a specific multiple of such senior officer’s base salary, as indicated in the table below, by five years from when he or she first assumed the particular senior officer position for which stock ownership is expected:
COMPENSATION MIX
Both direct and certain indirect forms of ownership are recognized in achieving these guidelines, including shares owned outright, unvested time-based restricted stock and restricted stock units, 401(k) funds invested in shares of the Company’s common stock, and funds deemed invested in shares of the Company’s common stock under a deferred compensation plan. Shares of the Company’s common stock held by immediate family members (which includes an executive officer’s spouse, children and parents) or entities controlled by an executive officer may be considered holdings of the executive officer for purposes of the guidelines only and not as an admission of beneficial ownership for any other purpose. As of December 20, 2025, all executive officers were in compliance with these guidelines. Clawback practices The Company’s general employee compensation clawback practices provide for recovery of compensation amounts (i) in connection with fraud or a breach of securities law by an executive officer or (ii) when (A) the Company issues a restatement of financial results to correct a material error; (B) the Compensation Committee determines, in good faith, that a Participant’s fraud or willful misconduct was a significant contributing factor to the need to issue such restatement; and (C) some or all of an award awarded to that executive officer prior to such restatement and/or shares of the Company’s common stock or mutual fund shares that were awarded and/or other property earned by the Participant prior to such restatement would not have been awarded and/or earned, as applicable, based upon the restated financial results. In addition, effective for compensation awarded for periods beginning on or after October 1, 2023, the Board adopted an Executive Compensation Clawback Policy (“Clawback Policy”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation following accounting restatements from persons who served as an executive officer of the Company at any time during the performance period for such incentive-based compensation and who received such compensation during the three fiscal years preceding the date on which the Company is required to prepare an accounting restatement. The compensation to be recovered is the amount in excess of what would have been paid based on the restated results. Recovery will be required on a “no fault” basis, without regard to whether any misconduct occurred and without regard to whether an executive officer was responsible for the erroneous financial statements. For the fiscal year ended September 30, 2025, there were no compensation awards subject to clawback under the Clawback Policy.
Geoffrey Y. Yang
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jennifer M. Johnson Chief Executive Officer | 2025 | 750,000 | — | 8,959,771 | 6,925,000 | 210,045 | 16,844,816 | | | 2024 | 750,000 | — | 10,896,930 | 5,525,000 | 66,486 | 17,238,416 | | | 2023 | 750,000 | — | 11,082,400 | 3,650,000 | 211,827 | 15,694,227 | | Matthew Nicholls(4) Co-President, Chief Financial Officer and Chief Operating Officer | 2025 | 600,000 | — | 4,288,042 | 4,910,000 | 39,538 | 9,837,580 | | | 2024 | 600,000 | 750,000 | 5,927,957 | 4,520,000 | 63,534 | 11,861,491 | | | 2023 | 600,001 | — | 5,939,544 | 3,000,000 | 103,437 | 9,642,982 | | Gregory E. Johnson Executive Chairman and Chairman of the Board | 2025 | 600,000 | — | 1,093,444 | 1,335,000 | 336,327 | 3,364,771 | | | 2024 | 600,000 | — | 1,338,023 | 1,335,000 | 306,133 | 3,579,156 | | | 2023 | 600,001 | — | 1,385,777 | 1,100,000 | 134,230 | 3,220,008 | | Terrence J. Murphy(5) Co-President and Head of Public Market Investments | 2025 | 500,000 | — | 1,245,625 | 11,864,380 | 29,983 | 13,639,988 | | | 2024 | 500,000 | — | 1,588,299 | 14,303,788 | 29,558 | 16,421,645 | | | 2023 | 509,615 | 11,798,674 | 933,771 | 2,801,250 | 41,744 | 16,085,054 | | Adam B. Spector(6) Former Executive Vice President | 2025 | 525,000 | — | 2,419,479 | 2,423,750 | 80,816 | 5,449,045 | | | 2024 | 525,000 | — | 10,428,740 | 2,673,750 | 28,794 | 13,656,284 | | | 2023 | 525,001 | — | 3,035,824 | 3,547,500 | 68,067 | 7,176,392 |
Geoffrey Y. Yang
| Additional information is set forth in the “Grants of Plan-Based Awards for Fiscal Year 2025” table below. See “Compensation Discussion and Analysis—3. Fiscal Year 2025 Executive Compensation Decisions—Payout of Performance Awards Granted in 2022-2024” above and “Note 16—Stock-Based Compensation” in the Company’s Annual Report on Form 10-K for fiscal year 2025 filed with the SEC on November 10, 2025, for further details. |
Geoffrey Y. Yang
| | Estimated Potential Payments Upon Termination | | | | | | Name | Death or Disability(1) ($) | Retirement(2) ($) | Involuntary Termination other than for Cause(3) ($) | Other Voluntary Termination(4) ($) | Change in Control(5) ($) | | Jennifer M. Johnson | 6,491,365 — 24,436,122 | 6,491,365 — 13,416,365 | 6,491,365 — 13,416,365 | 0 — 6,925,000 | 0 — 24,436,122 | | Matthew Nicholls | 2,562,873 — 16,126,986 | 0 — 7,472,873 | 2,562,873 — 7,472,873 | 0 — 4,910,000 | 0 — 16,126,986 | | Gregory E. Johnson | 677,987 — 3,708,416 | 677,987 — 2,012,987 | 677,987 — 2,012,987 | 0 — 1,335,000 | 0 — 3,708,416 | | Terrence J. Murphy | 1,938,317 — 10,065,817 | 1,938,317 — 10,065,817 | 1,938,317 — 10,065,817 | 0 — 8,127,500 | 0 — 10,065,817 | | Adam B. Spector | 5,921,026 — 12,413,666 | 0 — 8,344,776 | 5,921,026 — 8,344,776 | 0 — 2,423,750 | 0 — 12,413,666 |
Geoffrey Y. Yang
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions)(5) | Adjusted Operating Revenue (in millions)(6) | | | | | | | Total Shareholder Return(3) | Peer Group Total Shareholder Return(4) | | | | 2025 | $16,844,816 | $21,476,332 | $8,072,846 | $9,569,020 | $144.34 | $272.77 | $524.9 | $6,701.1 | | 2024 | $17,238,416 | $11,588,445 | $11,379,644 | $9,309,241 | $118.44 | $229.35 | $464.8 | $6,564.8 | | 2023 | $15,694,227 | $18,802,919 | $9,031,109 | $9,933,412 | $137.31 | $150.62 | $882.8 | $6,104.1 | | 2022 | $15,734,998 | $10,146,059 | $6,350,606 | $4,469,455 | $114.74 | $121.70 | $1,291.9 | $6,473.7 | | 2021 | $9,862,161 | $13,230,952 | $5,619,550 | $7,520,899 | $151.77 | $168.68 | $1,831.2 | $6,317.2 |
Geoffrey Y. Yang
| (2) The adjustments to the summary compensation table totals to arrive to compensation actually paid in 2025, 2024, 2023, 2022, and 2021 are outlined below. Dollar amounts reflect ''compensation actually paid'' for our PEO and average ''compensation actually paid'' for our non-PEO NEOs for each of the 2025, 2024, 2023, 2022, and 2021 fiscal years. No awards were modified in fiscal year 2025. These valuations assume a September 30, 2025 share price of $23.13, and average vest share price of $24.78, which is the average price for all shares vested in fiscal year 2025. |
COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN
COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
| 62 | Franklin Resources |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
Key performance measures For 2025, the following are the key financial performance measures that we use to link “compensation actually paid” (as defined by SEC rules) to our NEOs to our performance. We believe Adjusted Operating Revenue is the most significant financial performance measure in determining the compensation of our NEOs. Performance outcomes for each measure are generally assessed in the context of external market conditions, and may be considered relative to industry performance or over variable time horizons. These measures are not ranked. •Adjusted Operating Revenue(1) •Adjusted Earnings per Share(1) •Adjusted Operating Income(1) •Adjusted Operating Margin(1) •Pre-Bonus Operating Income(2) •Investment Performance(3) •Adjusted Effective Fee Rate(4) •Three-Year Stockholder Return(5)
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
| (1) See discussion of supplemental non-GAAP financial measures in Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025. |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
| (2) Pre-bonus net operating income is exclusive of passive income and calculated before non-operating interest, taxes, extraordinary items, and any special items such as special compensation payouts on account of an acquisition. |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
| (3) We assess investment performance based in part on percentage of AUM above 3-year and 5-year peer median and benchmark performance. Benchmark comparisons are based on each strategy’s composite returns (composites may include retail SMA and mutual fund assets managed as part of the same strategy) as compared to a market index that has been selected to be generally consistent with the investment objectives of the account. |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
| (4) The adjusted effective fee rate is annualized adjusted investment management fees, excluding performance fees, divided by average AUM for the period. |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
| (5) We consider the cumulative total shareholder return (TSR) of the Company for the relevant measurement periods. |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
Compensation risk assessment The Compensation Committee evaluates the Company’s compensation policies and programs to ensure they do not encourage excessive risk-taking. The Company’s management undertook an assessment of existing compensation programs and practices to ensure that imprudent risk-taking is not encouraged and that appropriate risk mitigation features are in place. Based on this assessment, management concluded that the Company’s compensation arrangements are structured in a way that does not create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee reviewed the results of this assessment and agreed with this conclusion. Policies and practices related to the grant of option awards The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no policy or practice on the timing of awards of options in relation to the disclosure of material non-public information by the Company. Compensation committee interlocks and insider participation During fiscal year 2025, the following directors served as members of the Compensation Committee: Ms. King and Messrs. Kim, Thiel, Yang and Waugh (Chair). No member of the Compensation Committee was an officer or employee of the Company or any of its subsidiaries during fiscal year 2025 and no member of the Compensation Committee was formerly an officer of the Company or any of its subsidiaries or was a party to any disclosable related party transaction involving the Company. During fiscal year 2025, none of the executive officers of the Company served on the board of directors or on the compensation committee of any other entity that has or had executive officers serving as a member of the Board of Directors or Compensation Committee of the Company.
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
| 2026 Proxy Statement | 63 |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
Equity compensation plan information The following table sets forth certain information as of September 30, 2025, with respect to the shares of the Company’s common stock that may be issued under the Company’s existing equity incentive plans that have been approved by stockholders and plans that have not been approved by stockholders.
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by stockholders(1) | 11,556,134(2) | N/A (3) | 17,900,991(4) | | Equity compensation plans not approved by stockholders(5) | 380,544(6) | N/A(7) | 16,854,777 | | Total | 11,936,678 | | 34,755,768 |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
| (1) Consists of the USIP and the Company’s 1998 Employee Stock Investment Plan, as amended and restated (the “ESIP”). Equity securities granted under the USIP may include awards in connection with the Company’s Amended and Restated Annual Incentive Compensation Plan and the Company’s 2014 Key Executive Incentive Compensation Plan. |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
| (2) Represents restricted stock unit awards under the USIP that may be settled in shares of the Company’s common stock. Excludes options to purchase shares of the Company’s common stock accruing under the ESIP. Under the ESIP, each eligible employee is granted a separate option to purchase up to 6,000 shares of common stock for each accrual period, which for fiscal year 2024 occurred on December 31 and June 30 at a purchase price per share equal to 85% of the fair market value of the common stock on the enrollment date or the exercise date, whichever is lower. |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
| (3) Does not take into account restricted stock unit awards under the USIP. |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
| (4) As of September 30, 2025, 295,041 shares of common stock were available for future issuance under the ESIP and 17,605,950 shares of common stock were available for future issuance under the USIP. |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
| (5) Consists of the Amended and Restated Franklin Resources, Inc. 2017 Equity Incentive Plan (the “EIP”). No individual who provided services to the Company or any of its subsidiaries prior to July 31, 2020 is eligible to participate in the EIP, which was assumed, and amended and restated, in connection with the acquisition of Legg Mason, Inc. on July 31, 2020. |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
| (6) Represents restricted stock unit awards under the EIP that may be settled in shares of the Company’s common stock. |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
| (7) Does not take into account restricted stock unit awards under the EIP. |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
| 64 | Franklin Resources |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND ADJUSTED OPERATING REVENUE
Report of the audit committee Membership and role of the audit committee The Audit Committee of the Board of Directors of Franklin Resources, Inc. currently consists of Mses. Byerwalter and King, and Messrs. Friedman (Chair), Noto and Thiel. Each of the members of the Audit Committee is independent as defined under the NYSE listing standards and applicable law. The Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management or the Company’s independent registered public accounting firm. The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its responsibility to oversee (i) the Company’s financial reporting, auditing and internal control activities, including the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditors’ qualifications and independence, and (iv) the performance of the Company’s internal audit function and independent auditors. The Audit Committee’s function is more fully described in the Committee’s written charter, which is posted in the corporate governance section of the Company’s website. Review of the company’s audited financial statements for the fiscal year ended September 30, 2025 The Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended September 30, 2025 with the Company’s management. The Audit Committee has discussed with PricewaterhouseCoopers LLP (“PwC”), the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has also received the written disclosures and the letter from PwC required by the applicable Public Company Accounting Oversight Board requirements for independent accountant communications with audit committees concerning auditor independence and has discussed the independence of PwC with that firm. Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 for filing with the SEC. Respectfully Submitted by the Members of the Audit Committee: