DEF 14A of Franklin Templeton Inc, Dec 27, 2023

DEF 14A of Franklin Templeton Inc

Filed Dec 27, 2023 · FY20230001308179-23-001092

Open on EDGAR

  1. Proposal No. 1: Election of Directors

    Proposal No. 1: Election of Directors

  2. Proposal No. 1: Election of Directors

    | | Recommendation of the Board The Board 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 “Voting Information” section above. |

  3. Nominees

    Nominees The Corporate Governance Committee of the Board recommended and nominated, and the Board approved, the nominees named below for election as members of the Board. All nominees are current directors of the Company who were elected by stockholders. Listed below are the names, ages as of December 31, 2023, and principal occupations and membership on public boards for the past five years of each nominee. In addition, we have provided information concerning the particular experience, qualification, attributes and/or skills that the Corporate Governance Committee and the Board considered as relevant to each nominee that led to the conclusion that he or she should serve as a director.

  4. Board Nominee Diversity

    Board Nominee Diversity

  5. Board Nominee Diversity

    | OVERALL GENDER AND RACIAL/ETHNIC DIVERSITY* | DIRECTOR TENURE | | | | | SECTOR EXPERIENCE | | | | |

  6. Board Nominee Diversity

    | * Mses. Byerwalter, J. Johnson and King identify as female. Ms. King and Messrs. Kim and Yang identify as ethnically diverse. |

  7. Board Nominee Diversity

    KEY ATTRIBUTES, EXPERIENCE AND SKILLS

  8. Board Nominee Diversity

    | | | | | | MARIANN BYERWALTER | Independent Lead Director | | | Age: 63 | Board committees: | | | Director since: 2015 | Audit; Corporate Governance |

  9. Board Nominee Diversity

    | Career Highlights: | | • Chairman of the Board of Directors of Pacific Mutual Holding Company • 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 • Director, and, 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 • 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, Stanford Hospital & Clinics, 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. |

  10. Board Nominee Diversity

    | | | | | | ALEXANDER S. FRIEDMAN | Independent | | | Age: 53 | Board committees: | | | Director since: 2021 | Audit (Chair); Corporate Governance |

  11. Board Nominee Diversity

    | Career Highlights: | | • Co-Founder and Chief Executive Officer of Novata Inc., a public benefit corporation committed to simplifying the process of collecting, analyzing and benchmarking sustainability data • 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 currently serves as Co-Chairman of Project Syndicate, an international non-profit focused on original editorial content in economics and politics. He is a board member of the American Alpine Club, a non-profit member organization representing more than 24,000 American climbers, 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. |

  12. Board Nominee Diversity

    | | | | | GREGORY E. JOHNSON | | | Age: 62 | | | Director since: 2007 |

  13. Board Nominee Diversity

    | Career Highlights: | | • 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. |

  14. Board Nominee Diversity

    | | | | | JENNIFER M. JOHNSON | | | Age: 59 | | | Director since: 2020 |

  15. Board Nominee Diversity

    | Career Highlights: | | • President of the Company since December 2016 and Chief Executive Officer and Director since February 2020 • 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 30-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 several key acquisitions, including the historic acquisition of Legg Mason in 2020 and 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. Ms. Johnson’s deep experience provides the Board with the benefit of management’s current perspectives on the Company’s business and strategic vision. |

  16. Board Nominee Diversity

    | | | | | RUPERT H. JOHNSON, JR. | | | Age: 83 | | | Director since: 1971 |

  17. Board Nominee Diversity

    | Career Highlights: | | • 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 55 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. |

  18. Board Nominee Diversity

    | | | | | | | JOHN Y. KIM | Independent | | | | Age: 63 | | Board committees: | | | Director since: 2021 | | Compensation; Corporate Governance |

  19. Board Nominee Diversity

    | 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—Kingfield, Socotra, Brella Insurance and Ladder Financial, Inc. His service on various public and private boards of industry organizations provides additional perspectives on asset management, insurance, and technology. |

  20. Board Nominee Diversity

    | | | | | | KAREN M. KING | Independent | | | Age: 51 | Board committees: | | | Director since: 2021 | Audit; Compensation |

  21. Board Nominee Diversity

    | Career Highlights: | | • Managing Director and the Chief Legal 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, cybersecurity, equity, diversity and inclusion, and environmental, social and corporate governance (ESG) matters. Ms. King’s involvement with Silver Lake’s portfolio companies, including a current member of the board of directors of Relativity and Qualtrics International Inc., 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, Chair of the Menlo School Board of Trustees and as former Chair of the American Leadership Forum – Silicon Valley, provides the board with additional perspectives on governance. |

  22. Board Nominee Diversity

    | | | | | | ANTHONY J. NOTO | Independent | | | Age: 55 | Board committees: | | | Director since: 2020 | Audit; Corporate Governance |

  23. Board Nominee Diversity

    | Career Highlights: | | • Chief Executive Officer and a director of SoFi Technologies, Inc. (SoFi), a mobile-first personal finance platform, since March 1, 2018 • 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. |

  24. Board Nominee Diversity

    | | | | | | | JOHN W. THIEL | Independent | | | | Age: 63 | | Board committees: | | | Director since: 2021 | | Audit; Compensation |

  25. Board Nominee Diversity

    | Career Highlights: | | • 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 member of the board of Decker Communications, a business communications training, coaching, and consulting firm, a Director on the Board of LifeYield Inc. and a director of Cohen & Steers Income Opportunities REIT, Inc. Mr. Thiel’s long-term commitment to philanthropy and his community includes service on the board of V Foundation for Cancer Research, as the chair of Don’t Ever Give Up, Inc. and as a trustee of Florida State University. |

  26. Board Nominee Diversity

    | | | | | | SETH H. WAUGH | Independent | | | Age: 65 | Board committees: | | | Director since: 2015 | Compensation (Chair) |

  27. Board Nominee Diversity

    | Career Highlights: | | • Chief Executive Officer of The PGA of America, an American organization of golf professionals, since 2018 • Former Managing Director, Partner and current Senior Advisor at Silver Lake • Non-executive chairman of Alex. Brown, a division of Raymond James, since September 2016 • 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. |

  28. Board Nominee Diversity

    | | | | | | GEOFFREY Y. YANG | Independent | | | Age: 64 | Board committees: | | | Director since: 2011 | Compensation; Corporate Governance (Chair) |

  29. Board Nominee Diversity

    | 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 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 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 $6 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, Tastemade 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. | | Family Relationships | | Jennifer M. Johnson and Gregory E. Johnson are siblings, and their uncle is Rupert H. Johnson, Jr. Each serves as both a director and an executive officer of the Company. |

  30. General

    General The Corporate Governance Committee and the Board believe that the nominees have the requisite experience, qualifications, attributes and skills to provide the Company with effective oversight of a global investment management organization. The Corporate Governance Committee and the Board believe that there are general requirements and skills that are required of each director and other skills and experience that should be represented on the Board as a whole but not necessarily by each director. The Board believes that, consistent with these requirements, each nominee displays a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing our Company, a willingness to devote the necessary time to board duties, a commitment to representing the best interests of the Company and its stockholders and dedication to enhancing stockholder value. The Board seeks to assemble a group of directors that, as a whole, represents a mix of experiences and skills that allows appropriate deliberation on all issues that the Board might be likely to consider. The Corporate Governance Committee’s Policy Regarding Nominations and Qualifications of Directors described below outlines the qualities that the Corporate Governance Committee and the Board seek in director nominees. If elected, each nominee will serve until the next annual meeting of stockholders or until his or her successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal. In accordance with the Company’s Director Independence Standards, described more fully below, and the rules of the NYSE, the Board has affirmatively determined that it is currently composed of a majority of independent directors, and that the following director nominees are independent and do not have a material relationship with the Company: Mariann Byerwalter; Alexander S. Friedman; John Y. Kim; Karen M. King; Anthony J. Noto; John W. Thiel; Seth H. Waugh; and Geoffrey Y. Yang. As part of its determination, the Board considered the transactions and relationships described below under “Compensation Committee Interlocks and Insider Participation” and “Certain Relationships and Related Transactions” and applied our Director Independence Standards as adopted by the Board, which includes categorical standards to assist the Board of Directors in making independence determinations and specifies the types of relationships that are deemed not material and, therefore, not considered each year. With respect to Mr. Noto, the Board considered that in the ordinary course of the Company’s asset management business, certain Company-sponsored funds and other funds and client accounts managed by Company subsidiaries have purchased, and may in the future purchase, notes or securities issued by securitization trusts formed, sponsored, administered, and/ or serviced by one or more subsidiaries of SoFi Technologies, Inc. (collectively, “SoFi”), a company for which Mr. Noto serves as chief executive officer and director. The investments were made on terms generally available to other investors and were determined not to impair Mr. Noto’s independence. In the ordinary course of their asset management businesses, the Company’s specialist investment managers (“SIMs”) or other subsidiaries may from time to time invest client assets in companies in which certain of our directors may be a director or in which certain affiliates of our directors may be significant stockholders or invest client assets in funds and other investment vehicles managed by entities affiliated with certain of our directors.

  31. Corporate Governance

    Corporate Governance The Company regularly monitors regulatory developments and reviews its policies and procedures in the area of corporate governance to respond to such developments. As part of those efforts, we review federal laws affecting corporate governance, as well as corporate governance-related rules adopted by the SEC and the NYSE. Corporate Governance Guidelines. The Board has adopted Corporate Governance Guidelines, which are posted in the corporate governance section of the Company’s website at www.franklinresources.com (the “Company’s website”). The inclusion of our website address or reference to our website here and elsewhere in this Proxy Statement does not include or incorporate by reference the information on our website into this Proxy Statement. The Corporate Governance Guidelines set forth the practices the Board follows with respect to, among other things, the composition of the Board, director responsibilities, Board committees, director access to officers, employees and independent advisers, director compensation, director orientation and continuing education, management succession and performance evaluation of the Board. Code of Ethics and Business Conduct. The Board has adopted a Code of Ethics and Business Conduct, which is applicable to all employees, temporary employees, directors and officers of the Company and its subsidiaries and affiliates. The Code of Ethics and Business Conduct is posted in the corporate governance section of the Company’s website. The Company also has a Compliance and Ethics Hotline, where employees can anonymously report a violation of the Code of Ethics and Business Conduct or submit another question or concern. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Ethics and Business Conduct for the Company’s principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, by posting such information on the Company’s website. Director Independence Standards. The Board has made determinations as to the independence of each of our current non-employee directors and concluded that all of our current non-employee directors qualify as independent directors under the NYSE listing standards. The Board has adopted guidelines for determining whether a director is independent, which are available on our corporate website at www.franklinresources.com under the “Corporate Governance—FRI Corporate Governance Documents” section. The Board will monitor and review as necessary, but at least once annually, commercial, charitable, family and other relationships that directors have with the Company to determine whether the Company’s directors are independent. For purposes of the Company’s Director Independence Standards, the “Company” refers to Franklin Resources, Inc. and its consolidated subsidiaries. For a director to be considered independent, the Board must determine affirmatively that the director does not have material relationships with the Company either directly, or as a partner, stockholder or officer of an organization that has a relationship with the Company. Such determination will be made and disclosed pursuant to applicable NYSE or other applicable rules. A material relationship can include, but is not limited to, commercial, industrial, banking, consulting, legal, accounting, charitable and family relationships. Policy Regarding Multiple Board Memberships. The Board has adopted a policy regarding memberships on boards of directors or equivalent governance bodies of unaffiliated publicly traded companies or other entities. If a director of the Company also serves as the principal executive officer, such as the chief executive officer or president, of a publicly traded company, it is the policy of the Board that such director shall not accept membership on a board of directors or equivalent governance body of another publicly traded company, without first informing and obtaining the consent of the Company’s Corporate Governance Committee, if such new membership would result in the director serving contemporaneously on three or more boards of directors or equivalent governance bodies of unaffiliated publicly traded companies, excluding the Company’s Board. If a director does not serve as a principal executive officer, such as a chief executive officer or president, of a publicly traded company, it is the policy of the Board that such director shall not accept membership on a board of directors or equivalent governance body of another publicly traded company, without first informing and obtaining the consent of the Company’s Corporate Governance Committee, if such new membership would result in the member serving contemporaneously on four or more boards of directors or equivalent governance bodies of publicly traded companies, excluding the Company’s Board. Prohibition Against Hedging Transactions. Pursuant to the Company’s Code of Ethics and Business Conduct, which is applicable to all employees, temporary employees, directors and officers of the Company and its subsidiaries and affiliates, short sales of securities, including “short sales against the box” (i.e., a short sale by the holder of a long position in the same stock) of securities issued by the Company, and securities issued by any closed-end fund sponsored or advised by the Company, are prohibited. This prohibition also applies to effecting economically equivalent transactions, including, but not limited to, purchasing and selling call or put options and swap transactions or other derivatives that would result in a net short exposure to the Company or any closed-end fund sponsored or advised by the Company. Prohibition Against Pledging. Pursuant to the Company’s Code of Ethics and Business Conduct, unless otherwise previously approved by the Compensation Committee, directors and executive officers are prohibited from directly or indirectly pledging, hypothecating or otherwise encumbering securities issued by the Company as collateral for indebtedness. This prohibition includes, but is not limited to, holding such securities in a margin account that could cause securities issued by the Company to be subject to a margin call or serve as collateral for a margin loan. Securities issued by the Company that were not received as compensation are not subject to the prohibition as long as the holder of such securities remains in compliance with applicable Stock Ownership Guidelines. If any person has subject securities issued by the Company pledged as collateral or held in a margin account when such person becomes a director or executive officer of the Company, the pledge must be released within one year from the date the person became a director or executive officer. Stock Ownership Guidelines. Our Board of Directors has adopted stock ownership guidelines for directors and executive officers. Directors and executive officers are permitted a five-year grace period to reach the applicable ownership level established under the guidelines. Our Directors are expected to own shares of common stock of the Company with a value of at least 5x the value of their annual cash retainer within five years of their appointment to the Board. Similarly, 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 position for which stock ownership is expected:

  32. Corporate Governance

    | Title | Market Value of Shares Owned as a Multiple of Base Salary | | Director | 5X | | Executive Chairman | 5X | | Vice Chairman | 5X | | Chief Executive Officer | 5X | | President | 4X | | Executive Vice President | 4X | | Senior Vice President | 3X | | Chief Accounting Officer | 3X |

  33. Corporate Governance

    Both direct and certain indirect forms of ownership are recognized in achieving these guidelines, including shares owned outright, restricted stock, 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 the 2006 Directors Deferred Compensation Plan. Shares of the Company’s common stock held by immediate family members (which includes a director’s or senior officer’s spouse, children and parents) or entities controlled by a director or senior officer may be considered holdings of the director or senior officer for purposes of the guidelines only and not as an admission of beneficial ownership for any other purpose. As of December 21, 2023, all directors and officers were in compliance with these guidelines.

  34. Executive Compensation Clawback Policy

    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.

  35. Information About the Board and its Committees

    Information About the Board and its Committees

  36. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  37. BOARD OF DIRECTORS

    | • | The Board regularly receives information on risks facing the Company from, and provides oversight to, a variety of management groups, including the enterprise risk management, global compliance, internal audit, finance risk and control, anti-money laundering, cybersecurity, human resources and compensation risk review groups, among others. | | • | The full Board oversees the Company’s business continuity planning, reviewing and approving management’s plans with respect to, among other things, key management succession, disaster planning, crisis management, and prioritization of recovery efforts. | | • | The Board also reviews and approves the Company’s Corporate Liquidity Policy, which addresses how the Company would respond to possible liquidity crises created by temporary market disruptions and/or longer-term financial distress. | | • | The full Board receives reports of certain risks annually, including with respect to cyber and information security and anti-money laundering and the Company’s related risk-management programs. |

  38. MANAGEMENT

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($)(4) | | Mariann Byerwalter | 157,000 | 160,000 | 317,000 | | Alexander S. Friedman | 157,000 | 160,000 | 327,859 | | John Y. Kim | — | 289,000 | 289,000 | | Karen King | — | 292,000 | 292,000 | | Anthony J. Noto | 132,000 | 160,000 | 292,000 | | John W. Thiel | 132,000 | 160,000 | 292,000 | | Seth H. Waugh | 132,000 | 160,000 | 292,000 | | Geoffrey Y. Yang | — | 304,000 | 304,000 |

  39. 2. Compensation Overview

    2. Compensation Overview 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.

  40. 2. Compensation Overview

    | 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 improve the Company’s overall performance | | Annual Incentive Compensation • Incentive cash awards • Incentive RSU 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 • Induces retention of key executives with the Company with incentive RSU awards awarded based on annual performance and vesting subject to continued service in order to encourage retention | | 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 • Induces retention of key executives with the Company with performance RSU awards subject to performance based vesting conditions over a three-year period |

  41. Annual Incentive Compensation

    Annual Incentive Compensation Annual incentive compensation in the form of incentive cash awards and incentive RSU awards granted to our NEOs 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 incentive RSU 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. 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 (for fiscal year 2023 not to exceed 23%), 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 2023, the specific strategic objectives considered by the Compensation Committee for each NEO in fiscal year 2023, and the Compensation Committee’s determination of the Award Pool for fiscal year 2023 are summarized in “4. Fiscal Year 2023 Executive Compensation Decisions” below.

  42. Long-Term Incentive Compensation

    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. One-half of the Performance Awards granted in fiscal year 2023 will be earned and vested based on our Adjusted Operating Margin (as defined below) and one-half of the Performance Awards will be based on our relative total shareholder 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 shareholder return is earned and vests based on a three-year performance period. The amount of these Performance Awards granted to each NEO for fiscal year 2023 was determined by the Compensation Committee based on a general target of providing 20-25% of the NEO’s total incentive compensation in the form of Performance Awards, as adjusted to reflect the specific performance of the NEO during the fiscal year. 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 2023 and those completing their vesting in November 2023 are summarized in “4. Fiscal Year 2023 Executive Compensation Decisions — Types of Compensation — Long-term Incentive Compensation” below.

  43. Business Highlights

    | Key Financial Performance Measures (as of and for fiscal years ended September 30) | 2023 | 2022 | Percentage Change 2023 vs. 2022 | | Assets Under Management ($ billions) | $1,374.2 | $1,297.4 | 5.9% | | Adjusted Operating Revenue ($ millions)(1) | $6,104.1 | $6,473.7 | (5.7%) | | Adjusted Operating Income ($ millions)(1) | $1,823.8 | $2,323.5 | (21.5%) | | Adjusted Net Income ($ millions)(1) | $1,332.2 | $1,855.6 | (28.2%) | | Adjusted Earnings Per Share(1) | $2.60 | $3.63 | (28.4%) | | Adjusted Operating Margin(1) | 29.9% | 35.9% | | | Three-Year Stockholder Return | 11.2% | (5.2)% | |

  44. Fiscal Year 2023 Investment Management Performance

    Fiscal Year 2023 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.

  45. Fiscal Year 2023 Investment Management Performance

    | | 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, 2023 | 1-Year | 3-Year | 5-Year | 10-Year | 1-Year | 3-Year | 5-Year | 10-Year | | Fixed Income | 46% | 39% | 37% | 67% | 80% | 47% | 46% | 90% | | Equity | 61% | 39% | 51% | 56% | 45% | 38% | 38% | 31% | | Total AUM(3) | 48% | 49% | 54% | 52% | 61% | 48% | 47% | 61% |

  46. Fiscal Year 2023 Investment Management Performance

    | (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 35%, 35%, 35%, and 33%, respectively of our total AUM as of September 30, 2023. | | (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 50%, 50%, 49%, and 46% of our total AUM as of September 30, 2023. | | (3) Total mutual fund AUM includes performance of the Company’s alternative and multi-asset funds, and total strategy composite AUM includes performance of the Company’s alternative composites. Alternative and multi-asset AUM represent 19% and 11% of our total AUM at September 30, 2023. |

  47. Fiscal Year 2023 Base Salary and Annual Incentive Awards

    Fiscal Year 2023 Base Salary and Annual Incentive Awards In November 2023, 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.

  48. Fiscal Year 2023 Base Salary and Annual Incentive Awards

    | | | Annual Incentive Award | | | | | | | Name | Base Salary | Total Incentive Award | Incentive Cash Component | Incentive Deferred Component | Long-Term Incentive Award | Total Annual Compensation | % change in Total Compensation vs. 2022 | | Jennifer M. Johnson | $750,000 | $11,050,000 | $3,650,000 | $7,400,000 | $3,250,000 | $15,050,000 | -1.3% | | Matthew Nicholls | $600,000 | $5,700,000 | $3,000,000 | $2,700,000 | $3,000,000 | $9,300,000 | -0.5% | | Gregory E. Johnson | $600,000 | $1,900,000 | $1,100,000 | $800,000 | $500,000 | $3,000,000 | -3.2% | | Terrence Murphy(1)(2) | $500,000 | $18,151,806 | $11,798,674 | $6,353,132 | — | $18,651,806 | — | | Adam B. Spector(3) | $525,000 | $5,185,000 | $3,547,500 | $1,637,500 | $1,200,000 | $6,910,000 | -34.0% |

  49. Fiscal Year 2023 Base Salary and Annual Incentive Awards

    | (1) A portion of Mr. Murphy’s annual compensation was paid in connection with his role as chief executive officer of the Company’s ClearBridge Investments SIM. | | (2) Mr. Murphy was not an NEO for 2022. | | (3) A portion of Mr. Spector’s incentive compensation was paid in connection with his role as managing partner of the Company’s Brandywine Global SIM. The change in total compensation for Mr. Spector was primarily attributable to a change in his compensation from the Company’s Brandywine Global SIM. |

  50. Determination of the Award Pool for Fiscal Year 2023

    Determination of the Award Pool for Fiscal Year 2023 The Award Pool, for which all NEOs were eligible for fiscal year 2023, was capped at 1.5% of PBOI for the fiscal year. During the first quarter of fiscal year 2023, the Compensation Committee determined that no individual participant would be eligible to receive or expected to receive an award exceeding 40% of the total Award Pool. Mr. Murphy did not participate in the Award Pool for fiscal year 2023 because he received a portion of his annual incentive awards in cash from the Company’s SIM, ClearBridge Investments. For fiscal year 2023, the breakdown of the cash and equity components of the annual incentive award for each NEO as set forth in the following table:

  51. Fiscal Year 2023 Performance Awards

    | | | | 2023 Performance Awards | | | | % of Award Eligible to Vest | Performance Period | Performance Level(1) | % Vesting(2) | | 2023 Adjusted Operating Margin Performance Award (50% of 2023 Performance Awards) | 34% | Fiscal Year | Adj. Operating Margin ≥ 90% of Plan | 100% | | | | 2024 | Adj. Operating Margin ≥ 80% and < 90% of Plan | 50% | | | | | Adj. Operating Margin < 80% of Plan | 0% | | | 33% | Fiscal Year | Adj. Operating Margin ≥ 90% of Plan | 100% | | | | 2025 | Adj. Operating Margin ≥ 80% and < 90% of Plan | 50% | | | | | Adj. Operating margin < 80% of Plan | 0% | | | 33% | Fiscal Year | Adj. Operating Margin ≥ 90% of Plan | 100% | | | | 2026 | Adj. Operating Margin ≥ 80% and < 90% of Plan | 50% | | | | | Adj. Operating Margin< 80% of Plan | 0% | | 2023 Relative TSR Performance Award (50% of 2023 Performance Awards) | 100% | Fiscal Years | ≥ 75th percentile | 150% | | | | 2024 - 2026 | ≥ 50th to 75th percentile | 100 to 149% | | | | | ≥ 25th to 50th percentile | 50 to 99% | | | | | 0 to 25th percentile | 0 to 49% |

  52. Fiscal Year 2023 Performance Awards

    | (1) The Adjusted Operating Margin for Plan is 29.2% for each of the three years. For Relative TSR performance, the percentiles refer to the Compensation Peer Group listed below. | | (2) For amounts falling between specified performance level thresholds, the percentage vested will be a linear interpolation between the applicable vesting percentages. |

  53. Fiscal Year 2023 Performance Awards

    | | 2023 Performance Awards | | | | Name | Total Target Award Amount | Adjusted Operating Margin Target | Relative TSR Target | | Jennifer M. Johnson | $3,250,000 | 1,625,000 | 1,625,000 | | Matthew Nicholls | $3,000,000 | 1,500,000 | 1,500,000 | | Gregory E. Johnson | $500,000 | 250,000 | 250,000 | | Terrence Murphy(1) | — | — | — | | Adam B. Spector | $1,200,000 | 600,000 | 600,000 |

  54. Payout of Performance Awards Granted in Fiscal Years 2020-2022

    Payout of Performance Awards Granted in Fiscal Years 2020-2022 While the Committee does not consider these amounts to be compensation for fiscal year 2023, Ms. Johnson, Mr. G. Johnson, Mr. Nicholls and Mr. Spector had 100,246, 37,096, 49,484 and 13,584 performance restricted share units vested for performance in fiscal year 2023, respectively, and 74,516, 37,258, 18,629 and 0 performance restricted share units that did not vest and were forfeited because the performance objectives related to those units were not achieved. Vesting of the Performance Awards for the 2020-2022 performance period was based upon the achievement of: (i) the Company’s adjusted operating margin as a percentage of the average operating margin for certain peer companies (“Relative Adjusted Margin”), and (ii) our total shareholder return ranking, defined as our total return to stockholders, as reported by Bloomberg or FactSet Research Systems (or their respective successors), relative to the respective total return to stockholders of certain peer companies over a three-year period (“Relative TSR”). For purposes of the Relative Adjusted Margin awards, “adjusted operating margin” means (a) operating income divided by (b) total revenues for the performance period, in each case as reported in the consolidated financial statements filed with the SEC (or if such financial statements are not available at the time of determination as otherwise disclosed in a press release), which amount is adjusted to exclude material onetime, non-recurring expenses including, but not limited to, M&A, severance, or other restructuring charges as reported in the relevant financial statements. Performance Awards that are based on Adjusted Operating Margin are earned based on our annual performance and performance vest in equal installments in each year over a three-year period, while Performance Awards that are based on Relative TSR are earned based on our performance over a three-year period and vest in one installment shortly following the Compensation Committee’s determination that the performance condition has been achieved.

  55. Individual Accomplishments

    | STRATEGIC INITIATIVES • In fiscal year 2023, made progress on executing our long-term plan to diversify and increase our alternative asset strategies, which continue to be a source of strong investor demand: ° On November 1, 2022, closed our acquisition of Alcentra, a leading European alternative credit manager, doubling our alternative credit AUM to $78.5 billion at the time of close. With $255 billion in AUM, Franklin Templeton is one of the largest alternative managers. ° Alternatives by Franklin Templeton: In 2022, launched a dedicated specialist sales force to further implement the Company’s priority of making alternatives products available to individuals in the wealth management channel in the US. Since launching in 2022 through July 2023, Lexington Partners raised $18.2 billion in secondary private equity and we anticipate approximately 20% to come from the wealth management channel. • One of our strategic priorities has been to increase our scale in key segments of the industry that reflect long-term investor demand. Originated the acquisition of Putnam Investments (“Putnam”) from Great-West Lifeco (“Great-West”). With $142 billion(6)in AUM, Putnam adds complementary capabilities across key asset classes with strong long-term track records and will enhance our presence in the insurance and retirement sectors. Specifically, Putnam increases Franklin Templeton’s defined contribution AUM to over $100 billion. The transaction enables us to further increase our investment in retirement and insurance to better serve each and every client in these important segments. • Led and established strategic relationship with The Power group of companies, leaders in the global insurance, retirement, asset management and wealth management sectors. Great-West will make an initial incremental asset allocation of $25 billion to our specialist investment managers within 12 months of closing and become a long-term shareholder in Franklin Resources. The agreement furthers our goal of growing insurance client assets and expands the existing relationship between Franklin Templeton and the Power group of companies with additional allocations expected to be received over the next several years. • Continued to diversify investment vehicles by expanding Separately Management Accounts (SMAs) and Exchange Traded Funds (ETFs) offerings, including launching SMA and ETF variations of our top flag ship products as well as actively management fixed income ETFs to meet client demand. ETFs generated net inflows of $3.9 billion. • Strengthened our ability to offer solutions across investment teams and public and private markets to our clients. Also grew our personalized portfolio solutions through our custom indexing platform (Canvas), which has achieved net inflows each quarter since the platform launched in September 2019 and AUM has more than doubled to $4.8 billion since the acquisition closed. • Progressed on implementing GOE®, our Goals Optimization Engine platform, across a broad array of distribution channels globally. We continue to focus on activating distribution across a variety of channels, such as RIAs, advisor platforms as well as non-traditional firms, including robo-advisors, brokerage/model marketplaces, digital banks, and payment companies. • Recognized as industry leader and Franklin Templeton brand ambassador highlighted in Forbes’ “World’s 100 Most Powerful Women” and “50 Over 50” lists in 2022, Barron’s list of the “100 Most Influential Women in US Finance” for four consecutive years and to Pensions & Investments’ inaugural class of “Influential Women in Institutional Investing” in 2023, as well as Franklin Templeton’s inclusion in P&I’s “Best Places to Work in Money Management”. • Championed Diversity, Equity and Inclusion (DE&I) efforts within the company and our industry. Continued to execute global DE&I strategy to diversify talent at all levels of our firm through expanding recruitment sourcing channels and expanded office of DEI to include regional head of EMEA, among others. Serves on a variety of boards, including the NYSE Board Advisory Council’s diversity initiative, Catalyst board of directors and the CEO Champions for Change initiative. • Announced key senior leadership changes to optimize operating model, including Terrence Murphy assuming the role of EVP and Head of Public Markets on October 1, 2022 and made strategic leadership appointments in Global Distribution in non-US regions, including EMEA and Canada. 1. Strategy composite performance is sourced from Morningstar and measures the percentage of ranked fund AUM in the top two quartiles of their peer groups. Strategy composite AUM measured for the 1-, 3-, 5- and 10-year periods represents 50%, 50%, 49%, and 46%, respectively of the firm’s total AUM as of September 30, 2023. 2. Mutual fund/ETF 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 35%, 35%, 35%, and 33%, respectively of the firm’s total AUM as of September 30, 2023. 3. Excludes approximately $13 billion of AUM in our China joint venture. 4. The adjusted effective fee rate is annualized adjusted investment management fees, excluding performance fees, divided by average AUM for the period. 5. Includes our direct investments in CIPS of $1.0 billion, approximately $300 million of employee-owned and other third-party investments made through partnerships, and approximately $380 million of investments that are subject to long-term repurchase agreements and other financing arrangements. 6. Putnam AUM estimated as of November 30, 2023, and excludes PanAgora AUM, which is not a party to the transaction. 7. Franklin Resources, Inc. will issue 33.3 million shares with 25.9 million shares subject to a five-year lock-up and the remaining shares subject to a 180-day lock-up. |

  56. Individual Accomplishments

    | • Continued focus on expense management keeping overall costs in line with original budget for the year while providing competitive compensation for key talent. • Implemented a transformation project to modernize the finance function, procurement, and vendor management; successfully completed implementation of three major financial systems. • In partnership with CEO, led negotiations and process of key acquisitions: ° Doubled Franklin Templeton’s alternative credit capabilities with the closing of Alcentra, which added $35B of AUM and globalized Benefit Street Partners. ° Established strategic partnership with Power Corporation of Canada, Great-West Lifeco (includes an initial commitment of $25B of AUM from Great-West Lifeco), and Empower, strengthening our presence in the insurance and retirement channels, respectively. ° Oversaw process, structured transaction, and key retention arrangements of the Putnam acquisition; Led integration project management team for key workstreams including Investments, Distribution, and Corporate Functions. • Exceeded FY2023 projections for adjusted operating revenue, adjusted net income, and adjusted EPS. • Managed the firm’s balance sheet to maintain financial flexibility. At fiscal year-end, cash and investments totaled $6.9 billion(1)after funding acquisitions and returning $870 million to shareholders through dividends and share repurchases. • Reduced debt by $300M and replaced existing $800M credit facilities ($500M 364-day revolving credit facility and $300M term loan) with an $800M five-year revolving credit facility using a syndicate of nine major banks. Transaction reduced leverage, increased the duration of our additional liquidity, improved ratings profile, and increased net interest income. • Increased risk management resources across the firm focused on enterprise, investment, cyber security, and supplier risk management. • Expanded investor outreach by continuing to execute investor relations program focused on communicating our differentiated business model, growth strategies (organic and M&A), and financial objectives to the investor community. • Optimized global real estate strategy and executed on opportunities to consolidate and monetize excess office space, including consolidation of multiple offices (including SIMs) in New York city. 1. Includes our direct investments in CIPS of $1.0 billion, approximately $300 million of employee-owned and other third-party investments made through partnerships, and approximately $380 million of investments that are subject to long-term repurchase agreements and other financing arrangements. |

  57. Role of CEO and Human Resources Group

    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, which is compiled into tally sheets reflecting amounts paid in prior years (including a sensitivity analysis with respect to prior equity awards) and analysis of the upcoming realizable compensation to be paid, considers internal pay equity issues 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 award to each other 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.

  58. Compensation Peer Group

    Compensation Peer Group For fiscal year 2023, the compensation peer group approved by the Compensation Committee is the following:

  59. Compensation Peer Group

    | AllianceBernstein Holding L.P. | | BlackRock, Inc. | | BNY Mellon Investment Management | | Federated Hermes, Inc. | | Goldman Sachs Asset Management L.P. | | Invesco Ltd. | | Janus Henderson Group plc | | J.P. Morgan Asset Management | | MFS Investment Management | | Morgan Stanley Investment Management | | State Street Global Advisors | | T. Rowe Price Group, Inc. | | The Vanguard Group, Inc. |

  60. Summary of Compensation Practices

    | What We Do | What We Don’t 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 | 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 |

  61. Termination/Change in Control Matters

    Termination/Change in Control Matters Our NEOs are employed on an “at will” basis. We do not have a severance policy as a general rule and do not enter into change of control agreements. However, 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 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.

  62. Summary Compensation Table for Fiscal Year 2023

    Summary Compensation Table for Fiscal Year 2023 The following table provides compensation information for the NEOs for the fiscal years ended September 30, 2023, 2022 and 2021.

  63. Summary Compensation Table for Fiscal Year 2023

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jennifer M. Johnson President and Chief Executive Officer | 2023 | 750,000 | — | 11,082,400 | 3,650,000 | 211,827 | 15,694,227 | | | 2022 | 752,885 | — | 11,158,859 | 3,650,000 | 173,255 | 15,734,998 | | | 2021 | 752,885 | — | 5,380,031 | 3,650,000 | 79,245 | 9,862,161 | | Matthew Nicholls Executive Vice President, Chief Financial Officer and Chief Operating Officer | 2023 | 600,000 | — | 5,939,544 | 3,000,000 | 103,437 | 9,642,982 | | | 2022 | 591,924 | — | 5,221,849 | 3,025,000 | 177,307 | 9,016,080 | | | 2021 | 527,019 | — | 2,013,774 | 2,887,500 | 204,736 | 5,633,029 | | Gregory E. Johnson Executive Chairman and Chairman of the Board | 2023 | 600,000 | — | 1,385,777 | 1,100,000 | 134,230 | 3,220,008 | | | 2022 | 602,308 | — | 1,676,263 | 1,150,000 | 219,882 | 3,648,453 | | | 2021 | 602,308 | — | 3,340,023 | 1,150,000 | 182,122 | 5,274,453 | | Terrence Murphy(4) Executive Vice President | 2023 | 509,615 | 11,798,674 | 933,771 | 2,801,250 | 41,744 | 16,085,054 | | Adam B. Spector(5) Executive Vice President | 2023 | 525,000 | — | 3,035,824 | 3,547,500 | 68,067 | 7,176,392 | | | 2022 | 527,020 | — | 2,891,215 | 4,988,415 | 31,988 | 8,438,638 | | | 2021 | 527,019 | 678,500 | — | 6,900,000 | 29,419 | 8,134,988 |

  64. Summary Compensation Table for Fiscal Year 2023

    | (1) Stock award values represent the aggregate grant date fair value for all grants made during each fiscal year in accordance with the requirements of ASC 718 in the specified year for grants made in such year. For awards with performance conditions, the value at the grant date is reported based on the probable outcome of the performance conditions. Fiscal year 2023 Stock Awards value reflects the grant value for relative operating margin awards and the outcome of the Monte Carlo valuation for total shareholder return awards, which is based on correlation of stock returns and stock return volatility of the Company and peer companies. Assuming the maximum level of performance is achieved under the applicable performance goals for performance-based long-term incentive awards granted in fiscal year 2023 to each of the NEOs, the grant date fair value of such awards is $4,062,500 for Ms. Johnson, $3,750,000 for Mr. Nicholls, $625,000 for Mr. G. Johnson, and $1,500,000 for Mr. Spector. Mr. Murphy was not granted performance-based long-term incentive awards in fiscal year 2023. Additional information is set forth in the “Grants of Plan-Based Awards for Fiscal Year 2023” table below. See “Note 16—Stock-Based Compensation” in the Company’s Annual Report on Form 10-K for fiscal year 2023 filed with the SEC on November 14, 2023, for further details. | | (2) Represents the cash portion of awards earned under the AIP for fiscal year 2023. See “Compensation Discussion and Analysis—Fiscal Year 2023 Executive Compensation Decisions—Fiscal Year 2023 Base Salary and Annual Incentive Awards” above for more details. | | (3) For each of the NEOs, amounts include (a) matching contributions made by the Company under its tax-qualified defined contribution 401(k) plan in fiscal year 2023 in the following amounts: $25,500, $25,500, $10,200, $25,500 and $22,950 for Ms. J. Johnson, Mr. Nicholls, Mr. G. Johnson, Mr. Murphy, and Mr. Spector, respectively, (b) $12,500 from the ClearBridge profit sharing plan for Mr. Murphy and (c) the dollar value of life insurance premiums paid by the Company in fiscal year 2023. | | Our investment offerings may be provided to NEOs without charging management or performance fees consistent with the terms offered to other employees who meet the applicable requirements. As of September 30, 2023, Ms. J. Johnson had investments of $1,009,082 in these funds, Mr. Nicholls had investments of $392,165 in these funds, Mr. G. Johnson had investments of $500,000 in these funds and Mr. Spector had investments of $1,936,170 in these funds. | | Amounts for Ms. J. Johnson and Mr. G. Johnson include $164,848 and $114,318, respectively, for personal use of the Company’s aircraft in fiscal year 2023. The aggregate incremental cost of personal use of Company aircraft by NEOs (including by any family or guests) is calculated by using the rate per nautical mile, as published by Conklin & de Decker Associates, Inc. (“Conklin”) in its Aircraft Cost Evaluator for each type of Company aircraft. Such amount is based on the published current monthly rate in effect at the time of the personal flight use. The Conklin rates are used by a variety of corporate aviation operators for cost and budget estimation purposes. The Conklin rates utilized include the estimated variable cost per nautical mile of operating aircraft, including fuel and additives, labor and parts for most scheduled maintenance, engine, propeller and auxiliary power unit overhaul cost and parts repair and replacement costs, landing fees and expenses, supplies and catering and crew costs excluding salaries, benefits and fixed costs. The Conklin rates do not include the cost of periodic aircraft refurbishment or upgrades, hangar costs, dues, subscriptions, weather and navigation and data services or the cost of insurance and administrative services. |

  65. Summary Compensation Table for Fiscal Year 2023

    | The Conklin rates also do not include depreciation or any tax benefit reductions due to personal use. The personal use amount includes all nautical miles flown for positioning flights necessary to undertake a personal flight and to return the aircraft to its next scheduled location. In addition, from time to time, family and guests of an NEO may accompany the NEO on business travel on Company aircraft. For those flights, we allocate incremental costs of the total catering costs incurred on the flights, which are included in the reported amounts above. | | Amount for Mr. Nicholls includes $65,654 for moving expenses. | | (4) Mr. Murphy was not an NEO in fiscal year 2021 or 2022. A portion of Mr. Murphy’s incentive compensation was paid in connection with his role as chief executive officer of the Company’s ClearBridge Investments SIM. | | (5) A portion of Mr. Spector’s incentive compensation was paid in connection with his role as managing partner of the Company’s Brandywine Global SIM. |

  66. Grants of Plan-Based Awards for Fiscal Year 2023

    Grants of Plan-Based Awards for Fiscal Year 2023 The following table presents information regarding grants of plan-based awards to the NEOs during the fiscal year ended September 30, 2023.

  67. Grants of Plan-Based Awards for Fiscal Year 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Target ($) | Threshold (#) | Target (#) | Maximum (#) | Stock or Units (#) | Awards ($)(6) | | Jennifer M. Johnson | — | 3,650,000(2) | — | — | — | — | — | | | 11/3/2022(3) | — | — | — | — | 338,984 | 7,600,021 | | | 11/3/2022(5) | — | 72,480 | 144,960 | 181,200 | — | 3,482,378 | | Matthew Nicholls | — | 3,000,000(2) | — | — | — | — | — | | | 11/3/2022(3) | — | — | — | — | 121,544 | 2,725,016 | | | 11/3/2022(5) | — | 66,905 | 133,810 | — | 167,263 | 3,214,528 | | Gregory E. Johnson | — | 1,100,000(2) | — | — | — | — | — | | | 11/3/2022(3) | — | — | — | — | 37,913 | 850,009 | | | 11/3/2022(5) | — | 11,151 | 22,302 | 27,878 | — | 535,768 | | Terrence J. Murphy | — | 2,801,250(2) | — | — | — | — | — | | | 11/3/2022(4) | — | — | — | — | 41,649 | 933,771 | | | — | — | — | — | — | — | — | | Adam B. Spector | — | 3,547,500(2) | — | — | — | — | — | | | 11/3/2022(3) | — | — | — | — | 78,056 | 1,750,016 | | | 11/3/2022(5) | — | 26,762 | 53,524 | 66,905 | — | 1,285,809 |

  68. Grants of Plan-Based Awards for Fiscal Year 2023

    | (1) Incentive awards typically include restricted stock units granted under the Company’s USIP. Fiscal year 2023 awards under the AIP were generally comprised of 65% cash and 35% restricted stock for amounts up to $1.0 million, 50% cash and 50% restricted stock for amounts in excess of $1.0 million, and 100% restricted stock for amounts in excess of $7.0 million. The equity portion of incentive awards granted for fiscal year 2023 were granted after the fiscal year end and therefore are excluded from this table. | | (2) Amounts represent the cash bonuses awarded to each named executive officer for fiscal year 2023. The portion of Mr. Murphy’s incentive compensation fee that was paid in connection with his role as chief executive officer of the Company’s ClearBridge Investments SIM is not included in this table. Please refer to the “Compensation Discussion and Analysis” above for additional information. | | (3) Represents the equity portion of awards of restricted stock units granted for fiscal year 2022 performance; these awards were granted in fiscal year 2023. Grants of restricted stock are subject to service-based vesting; one-third of the award vested on August 31, 2023, and the remaining two-thirds of the award will vest in two substantially equal installments on August 31, 2024 and August 31, 2025. | | (4) LTA awards granted are subject to service – based vesting; one-fourth of the award vested on August 31, 2023, and the remaining three fourths of the award will vest in three substantially equal installments on August 31, 2024, August 31, 2025 and end on August 31, 2026 in each case, subject to the NEO’s continuous employment with the Company on the applicable vesting date. In accordance with the terms of the USIP, the number of shares of restricted stock granted was determined based on the closing price on the NYSE of the Company’s common stock on the grant date. Any dividends declared on the Company’s common stock are paid on the unvested shares. |

  69. Grants of Plan-Based Awards for Fiscal Year 2023

    | (5) Amounts represent performance-based long-term incentive awards under the USIP granted on November 3, 2022. These awards are scheduled to vest, if at all, on (a) December 1, 2025 based on the achievement of the Company’s Relative TSR ranking for the applicable performance period, and (b) December 1, 2023, December 1, 2024, and December 1, 2025, in substantially equal installments, based on the achievement of specified performance goals relating to Adjusted Margin, in each case, subject to the NEO’s continuous employment with the Company on the applicable vesting date. The first tranche of the Adjusted Margin awards vested on December 1, 2023 at 100%. Please refer to the discussion of Performance Awards under “Compensation Discussion and Analysis—Long-term Incentive and Retention Compensation” above for more detail. The number of shares granted was determined by dividing the award value by the closing price of the Company’s common stock on the date of grant, rounded up to the nearest whole share for each tranche of the applicable award. Any dividends payable on the Company’s common stock prior to vesting are paid upon vesting. | | (6) Determined pursuant to ASC 718. For equity awards that are subject to market conditions related to total shareholder return, the grant date fair market value reported is based upon the probable outcome of such conditions using a Monte Carlo valuation method. | | Please refer to the “Compensation Discussion and Analysis” above for an explanation of the relative proportion of salary and bonus to total compensation and see amounts disclosed in the “Summary Compensation Table for Fiscal Year 2023”. |

  70. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table presents information concerning the number and value of outstanding stock awards held by the NEOs as of September 30, 2023.

  71. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Jennifer M. Johnson | 299,203 | 7,354,410 | 408,747 | 10,047,001 | | Matthew Nicholls | 105,162 | 2,584,882 | 277,195 | 6,813,453 | | Gregory E. Johnson | 33,203 | 816,130 | 111,340 | 2,736,737 | | Terrence J Murphy | 31,236 | 767,781 | — | — | | Adam B. Spector | 69,291 | 1,703,173 | 97,216 | 2,389,569 |

  72. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Consists of shares of restricted stock that are scheduled to vest as follows: |

  73. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Total Unvested Shares | Vesting Date | | Jennifer M. Johnson | 73,214 | Vests on 8/31/2024 | | | 225,989 | Vests in equal parts on 8/31/2024 and 8/31/2025 | | Matthew Nicholls | — | — | | | 24,133 | Vest on 8/31/2024 | | | 81,029 | Vests in equal parts on 8/31/2024 and 8/31/2025 | | Gregory E. Johnson | 7,928 | Vest on 8/31/2024 | | | 25,275 | Vests in equal parts on 8/31/2024 and 8/31/2025 | | Terrence J. Murphy | — | — | | | 31,236 | Vests in equal parts on 8/31/2024 and 8/31/2025 and 8/31/2026 | | | — | — | | Adam B. Spector | 17,254 | Vests on 8/31/2024 | | | 52,037 | Vests in equal parts on 8/31/2024 and 8/31/2025 | | (2) Calculated by multiplying unvested shares by $24.58, the closing price of the Company’s common stock on the NYSE on September 29, 2023, the last trading day of the fiscal year. | | | | (3) Reflects performance-based restricted stock units or restricted stock awards that vest as follows: | | | | Name | Total Unvested Shares(4) | Vesting Dates Subject to Achievement of Performance Criteria | | Jennifer M. Johnson | 174,762 | 12/1/2023 | | | 101,105 | 12/1/2024 | | | 132,880 | 12/1/2025 | | Matthew Nicholls | 68,113 | 12/1/2023 | | | 86,422 | 12/1/2024 | | | 122,660 | 12/1/2025 | | Gregory E. Johnson | 74,354 | 12/1/2023 | | | 16,542 | 12/1/2024 | | | 20,444 | 12/1/2025 | | Adam B. Spector | — | — | | | 13,584 | 12/1/2023 | | | 34,568 | 12/1/2024 | | | 49,064 | 12/1/2025 | | (4) Reflects performance shares that may be earned and vested at the end of the applicable performance period based on results. Please refer to the “Compensation Discussion and Analysis” above and in prior years for an explanation of the structure of outstanding awards. | | |

  74. Option Exercises and Stock Vested for Fiscal Year 2023

    Option Exercises and Stock Vested for Fiscal Year 2023 The following table presents information regarding stock awards that vested for the NEOs during the fiscal year ended September 30, 2023. There were no stock options outstanding or exercised during fiscal year 2023.

  75. Option Exercises and Stock Vested for Fiscal Year 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jennifer M. Johnson | 287,473 | 7,717,344 | | Matthew Nicholls | 105,789 | 2,838,943 | | Gregory E. Johnson | 95,424 | 2,574,066 | | Terrence J. Murphy | 10,413 | 278,444 | | Adam B. Spector | 113,831 | 3,211,095 |

  76. Option Exercises and Stock Vested for Fiscal Year 2023

    | (1) The value of each stock award is calculated by multiplying the closing price of the Company’s common stock on the NYSE on the date of vesting by the number of shares that vested on such date. |

  77. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The Franklin Templeton, Inc. Deferred Compensation Fund Plan The Franklin Templeton, Inc. Deferred Compensation fund plan was effective November 16, 2021. Under the terms of the plan, participants are entitled to elect up to $500,000 in annual salary and certain bonuses and commissions on a pre-tax basis. Amounts deferred under the plan are deemed invested in “phantom” shares of historic Franklin Templeton a sponsored mutual funds (“Franklin Funds”) or specified Index Funds currently offered in the Franklin Templeton 401(k) Plan. Earnings are accrued as they would be if investing directly in the Franklin and/or Index Funds and include market appreciation and dividends. Amounts deferred under our Deferred Compensation Fund Plan, including any earnings on those contributions, are fully vested at all times and are not subject to forfeiture. Participants must elect, at the time they decide to defer compensation, whether: (1) to take an in service distribution or distribution upon termination; (2) to receive their future distributions from the plan in (a) a single lump sum or (b) five equal annual installments (available only if the total account balance is greater than $17,500); and (3) to have the distributions begin immediately after termination or one year from the date of termination. Participants will receive distributions in cash, except for in-service elections, which distributions may be made, in Franklin Templeton’s sole discretion, in shares of Franklin funds, Index funds or cash. In addition, Franklin Templeton will distribute account balances to participants in connection with a change of control if the plan and all substantially similar agreements are terminated with respect to the participants affected by the change of control. For purposes of our Deferred Compensation Fund Plan, a “change in control event” will occur upon a change in (1) ownership within the meaning of §1.409A-3(i)(5) (v) of regulations promulgated by the U.S. Department of the Treasury, (2) effective control within the meaning of §1.409A-3(i)(5)(vi) of the regulations, or (3) ownership of assets within the meaning of §1.409A-3(i)(5)(vii) of the regulations. The Legg Mason, Inc. Deferred Compensation Fund Plan, a legacy deferred compensation plan acquired by Franklin Templeton on August 1, 2020, in connection with its acquisition of Legg Mason, Inc., is a non-qualified deferred compensation plan. As of January 1, 2021 deferrals were no longer accepted into the plan. This plan was available only to a select group of employees based on responsibilities and compensation levels. Under the terms of the plan, participants were entitled to elect up to $500,000 in annual salary and certain bonuses and commissions on a pre-tax basis. Amounts deferred under the plan are deemed invested in “phantom” shares of historic Legg Mason sponsored mutual funds (“Legg Mason Funds”). Earnings are accrued as they would be if investing directly in the Legg Mason Funds and include market appreciation and dividends. Amounts deferred under our Deferred Compensation Fund Plan, including any earnings on those contributions, are fully vested at all times and are not subject to forfeiture. Participants must elect, at the time they decide to defer compensation, whether: (1) to take an in service distribution or distribution upon termination; (2) to receive their future distributions from the plan in (a) a single lump sum or (b) three equal annual installments (available only if the total account balance is greater than $17,500); and (3) to have the distributions begin immediately after termination or one year from the date of termination. Participants will receive distributions in cash, except for in-service elections, which distributions may be made, in Franklin Templeton’s sole discretion, in shares of Legg Mason Funds or cash. In addition, Franklin Templeton will distribute account balances to participants in connection with a change of control if the plan and all substantially similar agreements are terminated with respect to the participants affected by the change of control. For purposes of our Deferred Compensation Fund Plan, a “change in control event” will occur upon a change in (1) ownership within the meaning of §1.409A-3(i)(5) (v) of regulations promulgated by the U.S. Department of the Treasury, (2) effective control within the meaning of §1.409A-3(i)(5)(vi) of the regulations, or (3) ownership of assets within the meaning of §1.409A-3(i)(5)(vii) of the regulations. The following table provides information about non-qualified deferred compensation plan transactions and balances during fiscal year 2023 by the following named executive officer:

  78. Non-Qualified Deferred Compensation

    | Name | Plan | Beginning Balance at Beginning of FY | Executive Contributions in Last FY | Aggregate Earnings in Last FY(1) | Aggregate Balance at Last FYE(2) | | Jennifer M. Johnson | Franklin Templeton Deferred Compensation Fund Plan | — | 500,000 | 18,597 | 518,597 | | Adam B. Spector | Franklin Templeton Deferred Compensation Fund Plan | 182,413 | 262,500 | 13,355 | 458,269 | | | Legg Mason Deferred Compensation Fund Plan | 351,458 | — | 14,627 | 366,085 |

  79. Non-Qualified Deferred Compensation

    | (1) Aggregate earnings are calculated by subtracting the value of the named executive officer’s account balances at October 1, 2022 and the executive and the Company contributions made during fiscal year 2023 from the value of the officer’s account balances at September 30, 2023. | | (2) Aggregate balance under the Deferred Compensation Fund Plan is calculated by multiplying the deferred fund share account balance by the closing net asset value of the applicable Franklin Templeton proprietary funds on September 29, 2023. Distributions from the Deferred Compensation Fund Plan are made in either cash or shares of Franklin Templeton proprietary funds. |

  80. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Except as needed in special circumstances, such as during periods of transition or when we hire new executive officers, we generally do not provide our NEOs with agreements providing for severance benefits after their employment with us has ended or in connection with a change in control. As described under “Compensation Discussion and Analysis” above, the NEOs have typically received incentive awards payable in the form of cash and grants of restricted stock and restricted stock units. In addition, the NEOs have typically received performance-based long-term incentive awards. Except as set forth below or as otherwise determined by the Compensation Committee, unvested awards granted to an NEO under such plans are forfeited upon voluntary or involuntary termination of an NEO’s employment with us.

  81. Estimated Potential Payments Upon Termination

    Estimated Potential Payments Upon Termination Because of the Compensation Committee’s general policy of limiting payments to the NEOs following termination of employment and its authority to reduce or increase the payments otherwise available under awards, the amounts payable to the NEOs following termination of employment are not determinable. The following table sets forth information regarding payments to each of our NEOs in the event of a termination of employment on September 30, 2023. The amounts in the table below are based on the closing price of the Company’s common stock on the NYSE on September 30, 2023, the last trading day of our fiscal year 2023, as well as the assumptions set forth in the footnotes to the table.

  82. Estimated Potential Payments Upon a Change in Control

    Estimated Potential Payments Upon a Change in Control There are no agreements with NEOs that provide for payments upon a change in control of the Company. Under the USIP, however, the Compensation Committee has the discretion to make a determination as to the equitable treatment of awards upon a change in control transaction (as defined above). The Compensation Committee may, in its discretion, make a determination as to the treatment of cash awards, awards of restricted stock and restricted stock units in connection with a change in control transaction. The following table sets forth an estimate of the potential payments that could have been payable to our NEOs upon a change in control transaction of the Company assuming such a transaction occurred on September 30, 2023. The amounts in the table below reflect a range of estimated potential payments based on the NEO’s compensation and service levels as of September 30, 2023, and if applicable, based on the closing price of the Company’s common stock on the NYSE on September 30, 2023, the last trading day of fiscal year 2023, as well as the assumptions set forth in the footnotes to the table.

  83. Estimated Potential Payments Upon a Change in Control

    | | 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 | 10,712,333 – 21,051,411 | 0 – 11,004,410 | 0 – 3,650,000 | 0 – 3,650,000 | 0 – 21,051,411 | | Matthew Nicholls | 3,424,363 – 12,398,335 | 0 – 5,584,882 | 0 – 3,000,000 | 0 – 3,000,000 | 0 – 12,398,335 | | Gregory E. Johnson | 2,495,091 – 4,652,867 | 0 – 1,916,130 | 0 – 1,100,000 | 0 – 1,100,000 | 0 – 4,652,867 | | Terrence J. Murphy | 767,781 – 3,569,031 | 0 – 3,569,031 | 0 – 2,801,250 | 0 – 2,801,250 | 0 – 3,569,031 | | Adam B. Spector | 1,703,173 – 7,640,242 | 0 – 5,250,673 | 0 – 3,547,500 | 0 – 3,547,500 | 0 – 7,640,242 |

  84. Estimated Potential Payments Upon a Change in Control

    | (1) Amounts included in this column range from a minimum to a maximum payment, as determined in the discretion of the Compensation Committee. The minimum reflects the value of unvested AIP and/or KEIP equity awards held by the NEO as of September 29, 2023 (calculated based on the value of the NEO’s unvested stock awards, excluding Equity Incentive Plan Awards, as set forth in the “Outstanding Equity Awards at 2023 Fiscal Year-End” table above). For all NEOs, the illustrative maximum reflects the value of unvested AIP and/or KEIP equity awards held by the NEO as of September 29, 2023 plus the value of the cash portion of the incentive award under the KEIP and/or AIP in respect of fiscal year 2023 (calculated, for this purpose, based on the value of the fiscal year 2022 cash incentive that was paid to the NEO in fiscal year 2023). The Compensation Committee has discretion to determine the amount, if any, to be paid and the actual payment approved by the Compensation Committee potentially could exceed the amount set forth in this table. | | (2) For all NEOs, amounts included in this column range from $0 to a maximum payment, as determined in the discretion of the Compensation Committee. The illustrative maximum reflects the value of the cash portion of the incentive award under the AIP in respect of fiscal year 2023. As discussed above, the Compensation Committee may exercise its discretion to pay, reduce, or eliminate any amounts under the KEP, including if a participant retires. The Compensation Committee has discretion to determine the amount, if any, to be paid and the actual payment approved by the Compensation Committee potentially could exceed the amount set forth in this table. | | (3) For purposes of this table only, an “Involuntary Termination other than for Cause” generally means an involuntary termination of the NEO by the Company for reasons other than cause, death or disability. Amounts included in this column range from $0 to a maximum payment, as determined in the discretion of the Compensation Committee, with the illustrative maximum based on the assumptions set forth in footnote 2 above. The Compensation Committee has discretion to determine the amount, if any, to be paid and the actual payment approved by the Compensation Committee potentially could exceed the amount set forth in this table. | | (4) For purposes of this table, an “Other Voluntary Termination” means a resignation of employment other than due to death, disability or retirement. Amounts included in this column range from $0 to a maximum payment, based on the assumptions set forth in footnote 2 above. The Compensation Committee has discretion to determine the amount, if any, to be paid and the actual payment approved by the Compensation Committee potentially could exceed the amount set forth in this table. | | (5) Amounts included in this column range from $0 to a maximum payment, as determined in the discretion of the Compensation Committee. The illustrative maximum reflects the value of the cash portion of the incentive award under the AIP in respect of fiscal year 2023 plus the value of the NEO’s outstanding equity awards (calculated, for this purpose, based on the value of the NEO’s unvested stock awards as set forth in the “Outstanding Equity Awards at 2023 Fiscal Year-End” table above). The Compensation Committee has discretion to determine the amount, if any, to be paid and the actual payment approved by the Compensation Committee potentially could exceed the amount set forth in this table. |

  85. Pay Ratio

    Pay Ratio Our CEO pay ratio is calculated in accordance with Item 402(u) of Regulation S-K and provides a reasonable estimate of the ratio of our CEO’s annual total compensation to the median of the annual total compensation of all employees of Franklin Templeton, other than the CEO. Ms. Johnson had annual total compensation of $15,676,792 as reflected in the fiscal year 2023 Summary Compensation Table. Our median employee’s annual total compensation was $138,378. The resulting ratio of our CEO’s annual total compensation to the annual total compensation of our median employee for fiscal year 2023 was approximately 113 to 1. To establish the median of the annual total compensation of all of our employees, and to determine the annual total compensation of Franklin Templeton’s “median employee,” we used the methodology, assumptions and estimates described below. We identified the median employee by reviewing the last full fiscal year annualized salary (or wages plus overtime, as applicable) and actual annual bonus paid to all employees of Franklin Templeton and its subsidiaries worldwide, excluding our CEO, who were employed on August 31, 2023. We included employees working on a full-time, part-time, or interim basis. In order to facilitate an assessment of all employee compensation in U.S. dollars, we applied to the compensation paid to our non-U.S. employees a local currency-to-U.S. dollar exchange rate equal to the month end rate as of August 31, 2023. Once we identified the median employee, we calculated annual total compensation for that employee using the same methodology we use for our NEOs as shown in the Summary Compensation Table. Our CEO pay ratio is disclosed to comply with rules adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act and is not intended as a measure of comparison with any other company.

  86. Pay Versus Performance

    Pay Versus Performance The following table provides information regarding the relationship between executive “compensation actually paid” (as defined by SEC rules) to our principal executive officer (“PEO”) and average compensation paid to our other NEOs (“Non-PEO NEOs”) and certain aspects of our financial performance for each of the last three completed fiscal years. In determining the “compensation actually paid” to our NEOs, SEC rules require us to include various adjustments to amounts that have been reported in the Summary Compensation Table for each applicable year, and therefore reported amounts differ from those required in the Summary Compensation Table. Fair value amounts below are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. For any awards that are subject to performance conditions, the change in fair value is calculated based upon the probable outcome of such conditions as of the last day of the applicable year. The changes in fair value in the tables below compare the fair value at the end of the applicable year with the prior year-end fair value. Total shareholder return has been calculated in a manner consistent with Item 402(v) of Regulation S-K.

  87. Pay Versus Performance

    | | | | Average Summary | Average | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Compensation Table Total for Non-PEO NEOs(1) | Compensation Actually Paid to Non-PEO NEOs(2) | Total Shareholder Return(3) | Peer Group Total Shareholder Return(4) | Net Income (in millions)(5) | Adjusted Operating Revenue (in millions)(6) | | 2023 | $15,676,792 | $18,785,484 | $9,006,801 | $9,909,104 | $137.31 | $150.62 | $882.8 | $6,104.1 | | 2022 | $15,734,999 | $10,146,060 | $6,350,429 | $4,469,278 | $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 |

  88. Pay Versus Performance

    | (1) Reflects compensation amounts reported in the Summary Compensation Table for Ms. Johnson, who served as PEO for the years shown. Reflects average compensation amounts reported in the Summary Compensation Table for the following non-PEO NEOs for the fiscal years noted below: | | | • | 2023 - Messrs. G. Johnson, Murphy, Nicholls and Spector | | • | 2022 - Messrs. G. Johnson, Nicholls, Plafker and Spector | | • | 2021 - Messrs. G. Johnson, Nicholls, Plafker and Spector | | (2) The adjustments to the summary compensation table totals to arrive to compensation actually paid in 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 2023, 2022, and 2021 fiscal years. No awards were modified in fiscal year 2023. These valuations assume a September 30, 2023 share price of $24.58, which was the closing price on September 29, 2023, and average vest share price of $26.96, which is the average price for all shares vested in fiscal year 2023. | |

  89. PEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

    PEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

  90. PEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

    | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | $9,290,226 | $187,096 | $3,021,486 | $941,091 | $(100,824) | $852,016 | $14,191,092 | | 2022 | $5,081,744 | $(1,630,192) | $1,908,689 | $(193,850) | $(166,175) | $569,703 | $5,569,920 | | 2021 | $6,890,190 | $176,415 | $1,463,823 | $611,055 | $(699,345) | $306,685 | $8,748,822 |

  91. Average Non-PEO NEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

    Average Non-PEO NEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

  92. Average Non-PEO NEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

    | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | $2,515,460 | $46,616 | $598,876 | $357,770 | $(18,905) | $226,216 | $3,726,032 | | 2022 | $1,529,579 | $(644,757) | $373,088 | $(113,981) | $(132,898) | $204,414 | $1,215,446 | | 2021 | $2,176,246 | $478,719 | $565,729 | $577,418 | $(302,483) | $177,925 | $3,673,555 |

  93. Average Non-PEO NEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

    | See “Summary Compensation Table for Fiscal Year 2023” for Equity Award Valuation Assumptions. | | (3) Represents the cumulative total shareholder return (TSR) of the Company for the periods ending on September 30, 2023, 2022, and 2021, respectively, based on an initial fixed investment of $100 in Franklin Resources, Inc. common stock on September 30, 2020. For 2023, represents the three-year TSR, for 2022, represents the two-year TSR and for 2021 represents the one-year TSR. | | (4) Our peer group total stockholder return is calculated with respect to the S&P U.S. BMI Asset Management & Custody Bank Index, which is the same peer group used for our total shareholder return graph based on an initial fixed investment of $100 in the respective peer’s common stock on September 30, 2020. For 2023, represents the three-year TSR, for 2022, represents the two-year TSR and for 2021 represents the one-year TSR. | | (5) Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the fiscal years ended September 30, 2023, 2022, and 2021, respectively. | | (6) 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, 2023. |

  94. Relationship between Compensation Actually Paid and Performance Measures Disclosed in the Pay Versus Performance Table

    Relationship between Compensation Actually Paid and Performance Measures Disclosed in the Pay Versus Performance Table The charts below illustrate the correlation between NEO compensation actually paid as defined by Item 402(v) of Regulation SK and (i) total stockholder return, (ii) net income, and (iii) Adjusted Operating Revenue for fiscal years 2023, 2022, and 2021. The charts below also provide a comparison between Franklin Resources, Inc. total shareholder return against the total shareholder return of our peer group. These charts reflect “compensation actually paid” for our PEO and average “compensation actually paid” for our non-PEO NEOs for each of the 2023, 2022, and 2021 fiscal years as defined by SEC rules. In determining the “compensation actually paid” to our NEOs, we are required by SEC rules to include various adjustments to amounts that have been reported in the Summary Compensation Table for the applicable fiscal year, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. These amounts do not reflect the year-end executive pay decisions made by the Compensation Committee. For information regarding the decisions made by our Compensation Committee in regard to our NEO’s compensation for each fiscal year, please see the Compensation Discussion and Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above, including the discussion beginning on page 28 of this Proxy Statement.

  95. As Amended and Restated (effective ____________, 202_)

    | (e) Subject to adjustment under Section 6.1, the maximum number of Shares subject to Awards granted during a single fiscal year of the Company to any non-employee member of the Board, taken together with any cash fees paid to such non-employee member of the Board during the fiscal year, shall not, in each case, exceed $1,000,000 in total value (calculating the value of any stock-based Award based on the grant date fair value of such Award for financial reporting purposes). |