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The persons named as your proxy holders on the proxy card will vote the shares represented by your proxy in accordance with the specifications you make. For stockholders of record that return their proxy card but do not provide instructions

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on how to vote, the persons named as your proxy holders on the proxy card will vote the shares represented by the proxy FOR all nominees to the Board of Directors (Proposal No. 1); FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm (the “independent auditors”) for fiscal year 20202021 (Proposal No. 2); and FOR the approval of thean amendment and restatement of the Company’s 1998 Employee2002 Universal Stock InvestmentIncentive Plan (Proposal No. 3); and FOR the Say-on-Pay Vote (Proposal No. 4). Additionally, unless you specify otherwise on your proxy card, if any other matters come before the Virtual Annual Meeting to be voted on, the persons named as your proxy holders on the proxy card will vote, act and consent on those matters in their discretion. For beneficial holders that return their voting instructions but do not provide instructions on how to vote, your bank, broker or other holder of record will only have the discretion to vote on the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal year 20202021 (Proposal No. 2).

For participants in the Franklin Templeton 401(k) Retirement Plan, (the “401(k) Plan”), your shares will be voted as you specify on your proxy card. If you do not vote, your shares will be voted by the independent fiduciary for and against the proposals in the same proportion as shares for which directions are received by the independent fiduciary, unless the independent fiduciary decides that the law requires that the independent fiduciary vote them differently. (This also means that the way you vote will also affect how the independent fiduciary will vote the shares of participants who do not vote.) If you wish to abstain from voting on any matter, you must indicate thisthat on your proxy card. You cannot vote your 401(k) Plan shares in person atvia the virtual meeting website during the Virtual Annual Meeting. To allow sufficient time for your shares to be voted as you instruct, the trustee must receive your vote by no later than 11:59 p.m. ETEastern Time on Thursday, February 6, 2020.4, 2021.

CAN I CHANGE OR REVOKE MY VOTE AFTER I RETURN MY PROXY CARD?

Yes. Whether your vote is submitted via the Internet, by telephone or by mail, you may change or revoke your proxy at any time before it is voted. A proxy, including an Internet or telephone vote, may be changed or revoked by submitting another proxy with a later date at any time prior to the beginning of the Virtual Annual Meeting. You may also revoke your proxy by attending the Virtual Annual Meeting and voting in person.casting your vote via the virtual meeting website. Participants in the 401(k) Plan may revoke their proxy by no later than 11:59 p.m. ETEastern Time on Thursday, February 6, 2020.4, 2021.

CAN I VOTE IN PERSON ATDURING THE VIRTUAL ANNUAL MEETING INSTEAD OF VOTING BY PROXY?MEETING?

Yes, except that participants in the 401(k) Plan may not vote their 401(k) Plan shares in person atvia the virtual meeting website during the Virtual Annual Meeting. Please see requirements for attending the Virtual Annual Meeting under “Who“How do I Access the Virtual Annual Meeting? Who May Attend the Virtual Annual Meeting?” below. However,Although you can vote online during the Virtual Annual Meeting, we encourage you to complete and returnvote via the enclosedInternet, by telephone, or by mail as outlined in the Notice of Internet Availability of Proxy Materials or on your proxy card to ensure that your shares are represented and voted. Beneficial owners must obtain a “legal proxy” from your bank, broker or other holder of record that holds your shares in order to vote your shares at the Annual Meeting. Participants in the 401(k) Plan must vote by no later than 11:59 p.m. ETEastern Time on Thursday, February 6, 2020,4, 2021, and may not vote atduring the Virtual Annual Meeting.

HOW DO I ACCESS THE VIRTUAL ANNUAL MEETING? WHO MAY ATTEND THE ANNUAL MEETING?ATTEND?

Attendance at the Virtual Annual Meeting is limited to stockholders as of the Record Date. YouAny stockholder can attend the Virtual Annual Meeting via the virtual meeting website by visiting www.virtualshareholdermeeting.com/BEN2021, where stockholders will needbe able to provide proof of ownership to enter the Annual Meeting. If your shares are held beneficially in the name of a bank, broker or other holder of record you must present proof, such as a bank or brokerage account statement, of your ownership of common stock as of December 13, 2019, to be admittedlisten to the meeting live and may vote during the meeting. The Virtual Annual Meeting. For holders of record, please bring eitherMeeting starts at 8:00 a.m. Pacific Time. We encourage you to allow ample time for online check-in, which will open at 7:45 a.m. Pacific Time. Please have your 16-digit control number to join the admission ticket attached tomeeting. The control number is included on your proxy card if you are a stockholder of record or included with your Notice of Internet Availability of Proxy Materials. At the Annual Meeting, representatives of the Company will confirmvoting instruction card and voting instructions you received from your stockholder status. Stockholders must also present a form of photo identification such as a driver’s licensebroker, bank or passport to be admitted to the Annual Meeting. The use of electronic devices, including but not limited to mobile phones, photographic equipment, audioother nominee. Audio or video recording devices, laptops, tablets and/or other computer devices is not permitted at the Virtual Annual Meeting. No bags, briefcases, packages or similar items

WILL I BE ABLE TO ASK QUESTIONS DURING THE VIRTUAL ANNUAL MEETING?

Stockholders will be permittedable to transmit questions through the virtual meeting website. The Company may answer appropriate questions during the Virtual Annual Meeting or by following up with a stockholder if the stockholder provides contact information when transmitting the question through the virtual meeting website.

HOW CAN I REQUEST TECHNICAL ASSISTANCE DURING THE VIRTUAL ANNUAL MEETING?

If you encounter any difficulties accessing the virtual meeting during the check-in or during the meeting, please call the technical support number that will be posted on the virtual meeting log-in page at the Annual Meeting.www.virtualshareholdermeeting.com/BEN2021.

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HOW ARE VOTES COUNTED?

To be counted as “represented,” a proxy card must have been returned for those shares, the stockholder must have voted the shares via the Internet or by telephone, or the stockholder must be present and vote atvia the virtual meeting website during the Virtual Annual Meeting. Affirmative and negative votes, abstentions and broker non-votes will be separately tabulated.

WHAT IS A BROKER NON-VOTE?

A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a proposal because the nominee does not have authority to vote on that particular proposal without receiving voting instructions from the beneficial owner. Under New York Stock Exchange (“NYSE”) rules, the ratification of

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the selection of an independent registered public accounting firm (Proposal No. 2), is considered a “routine” matter, and brokers generally may vote on behalf of beneficial owners who have not furnished voting instructions, subject to the rules of the NYSE concerning transmission of proxy materials to beneficial owners, and subject to any proxy voting policies and procedures of those brokerage firms. Brokers may not vote on the other proposals contained in this Proxy Statement, which are considered “non-routine” proposals, unless they have received voting instructions from the beneficial owner, and to the extent that they have not received voting instructions, brokers report such number of shares as “non-votes.”

WHAT IS THE VOTING REQUIREMENT TO APPROVE EACH OF THE PROPOSALS?

Shares that are voted in persononline during the Virtual Annual Meeting or by proxy are treated as being present at the Virtual Annual Meeting for purposes of establishing a quorum, and will be included in determining the number of shares represented and voted at the Virtual Annual Meeting with respect to such matter. Broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business and otherwise will not have any effect on the proposals above. If the persons present or represented by proxy at the Virtual Annual Meeting constitute the holders of less than a majority of the outstanding shares of common stock as of the record date, the Virtual Annual Meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum.

WHO PAYS FOR THIS PROXY SOLICITATION?

Your proxy is being solicited by the Board on behalf of the Company. The Company pays the cost of soliciting your proxy and reimburses brokerage costs and other fees for forwarding proxy materials to you.

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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. Each nominee, except for Ms. Jennifer JohnsonAlexander S. Friedman, John Y. Kim and Mr. Anthony Noto,John W. Thiel, was elected by the Company’s stockholders at the Company’s last annual meeting of stockholders and is standing for re-election. Messrs. Charles E. JohnsonFriedman, Kim and Chutta Ratnathicam are not being nominated for re-election this year. Ms. Johnson and Mr. NotoThiel are standing for election to the Board for the first time. Ms. Johnson is our current President and Chief Operating Officer and will became our President and CEO effective February 11, 2020. Mr. NotoFriedman was identified by an executive officer as a potential nominee, Mr. Kim was identified by a non-managementnon-executive director as a potential nominee, and Mr. Thiel was identified by an executive director as a potential nominee. All were recommended by the Corporate Governance Committee after it completed its review process, as discussed below under “Information About the Board and its Committees.” Peter K. Barker, Mark C. Pigott and Laura Stein have not been nominated for re-election this year. We have benefitted greatly from their perspectives and expertise and thank them for their leadership and service.

Listed below are the names, ages as of December 31, 2019,2020, and principal occupations and membership on public boards for the past five years of each nominee. In addition, we have also 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.

Board Nominee Diversity

GENDER DIVERSITY	PETER K. BARKERDIRECTOR TENURE Independent Age71 Director since2013 Lead Director Board committees: Compensation (Chair)	Career Highlights:SECTOR EXPERIENCE Retired California Chairman of JPMorgan Chase & Co., a global financial services firm, serving from 2009 to January 2013. From 1971 until his retirement in 2003 affiliated with Goldman Sachs & Co., serving as a general partner from 1982 to 1998. Director, Avery Dennison Corporation and Fluor Corporation.
	Key Attributes, Experience and Skills:AVERAGE NON-EXECUTIVE DIRECTOR TENURE Mr. Barker’s significant financial expertise provides the Board with valuable perspectives on international financial and investment management matters. During his 35 plus6 years of experience with Goldman, Sachs & Co. and JP Morgan Chase & Co., during which he served in numerous leadership roles, including as head of Goldman Sachs’ investment banking activities on the West Coast, he developed a deep understanding of capital structure, strategic planning, mergers and acquisitions and wide-ranging management expertise. Mr. Barker’s current and prior service on the boards of several private and public companies as well as with non-profit organizations including the W.M. Keck Foundation and Claremont McKenna College provides our Board with the benefit of his perspectives on business, corporate governance and citizenship.

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MARIANN BYERWALTER Independent Age5960 Director since2015 Board committees: Audit (Chair) Career Highlights: Chairman Emeritus of the Board of Directors of SRI International, an independent nonprofit technology research and development organization, sincehaving served as Chairman from January 2014 through December 2019, and 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 American First Financial Corporation from 1987 to 1996. Director, Redwood Trust, Inc. from 1998 to June 2020. Previously, trustee of various investment companies affiliated with Charles Schwab Corporation and director, WageWorks, Inc.

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.

ALEXANDER S. FRIEDMAN Independent Age 50 Director Nominee Career Highlights: Co-Founded Jackson Hole Economics, a 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, would provide the Board with valuable insights on financial matters, investment and wealth management, strategic planning and operational integration and development. Mr. Friedman currently serves as Chairman of Project Syndicate, an international non-profit focused on original editorial content in economics and politics. He is a member of the Council on Foreign Relations, and also serves on the advisory council of Social Finance, a non-profit organization dedicated to mobilizing capital to drive social progress, and the advisory board of America Needs You, a non-profit organization focused on college access for first generation college students.

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GREGORY E. JOHNSON Age5859 Director since2007 Board committees: Special Awards Career Highlights: Executive Chairman since February 2020 and Chairman of the Board since June 2013 and director of Company since January 2007; Chairman of the San Francisco Giants since November 2019; formerly Chief Executive Officer of the Company sincefrom 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; officer and/or director or trustee of 42certain funds registered as investment companies managed or advised by subsidiaries of the Company. Effective as of February 11, 2020, Mr. G. Johnson will serve as Executive Chairman of the Company and Chairman of the Board.

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’sJohnson���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.

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JENNIFER M. JOHNSON Age5556 Director Nomineesince 2020 Board committees: Special Awards Career Highlights: President of the Company since December 2016 and Chief Executive Officer and Director since February 2020; formerly, Chief Operating Officer of the Company sincefrom February 2017;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, and 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;Company, including certain of the specialist investment managers acquired through the Legg Mason transaction; director or trustee of fourcertain funds registered as investment companies managed or advised by subsidiaries of the Company. Effective as of February 11, 2020, Ms. Johnson will serve as President and CEO of the Company.

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 managed all major aspects 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 and strategic investments and has been responsible for the development of the Company’s ETF business. In addition, she has been instrumental in building the Company’s data science capabilities and has championed the Company’s fintech initiatives. Ms. Johnson’s experience with the Company would provideprovides the Board with the benefit of management’s current perspectives on the Company’s business and strategic vision for the Company.

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RUPERT H. JOHNSON, JR. Age7980 Director since19691971 Career Highlights: Vice Chairman of the Company since December 1999;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 40certain 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 5055 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.

2020 Proxy StatementJOHN Y. KIM Independent Age 60 Director Nominee Career Highlights: Founder and Managing Partner of Brewer Lane Ventures LLC, an early stage fintech venture capital firm, since 2019. Formerly, 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. Previously, Director of FiServ, a global provider of financial services technology.

Key Attributes, Experience and Skills: Mr. Kim would bring 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 would provide valuable leadership, growth, and strategic insights. Mr. Kim currently serves on the boards of four privately held technology startup companies in fintech—Powerlytics, Socotra, Avibra and Ladder Financial, Inc. His service on various public and private boards of industry organizations would provide additional perspectives on asset management, insurance, and technology.

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ANTHONY J. NOTO Independent Age5152 Director Nomineesince 2020 Board committees: Audit, Corporate Governance Career Highlights: Chief Executive Officer and a director of Social Finance, Inc. (SoFi), a mobile-first personal finance platform, since March 1, 2018. Formerly, 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. Previously, 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 industry, 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 would provide 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.

MARK C. PIGOTTJOHN W. THIEL Independent Age6560 Director since2011 Board committees: Compensation, Corporate GovernanceNominee Career Highlights: ExecutivePartner 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 PACCAR Inc., a global technology company in the capital goodsGlobal Wealth and financial services industries, since April 2014. Formerly, ChairmanInvestment 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 ChiefInvestment Group from 2005 to 2011; Pacific West Regional Managing Director of Private Banking and Investment Group from 2001 to 2005; Market Executive Officer from January 1997 to April 2014. Formerly, Vice Chairman2001; District Sales Manager from January 1995 to December 1996, Executive Vice President1997; and Financial Advisor from December 19931989 to January 1995, Senior Vice President from January 1990 to December 1993, and Vice President from October 1988 to December 1989, of PACCAR Inc. Director, PACCAR Inc.1995.

Key Attributes, Experience and Skills: Mr. Pigott’s experience leading PACCAR Inc., a Fortune 200 company, providesThiel would bring deep global leadership and extensive asset, investment and distribution management expertise to the Board with valuable perspectives on financial, operational and strategic matters. Mr. Pigott has been recognized several times as one of the 10 Best CEOs by Forbes magazine. Under his leadership, PACCAR has generated superior long term shareholder returns and received 30 J.D. Power Customer Satisfaction Awards. He brings substantial expertise in the areas of client service and customer satisfaction. As the leader of a major global company, Mr. Pigott developed a deep understanding of issues associated with operating in multiple jurisdictions. His service on several boards including the Royal Shakespeare Company America and the PACCAR Foundation, 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. Mr. Thiel’s long-term commitment to philanthropy and his community includes service on the FINRA Investor Education Foundation, where he applies his expertise to ensure financial literacy is available to all levels of investors and savers. He also serves on the board of PACCAR, provides our Board with the benefitV Foundation for Cancer Research, chairing Don’t Ever Give Up, Inc. and as a trustee of his views on business, corporate governance and citizenship, finance and compensation matters.Florida State University.

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LAURA STEIN Independent Age58 Director since2005 Board committees:Audit, Corporate Governance (Chair) Career Highlights: Executive Vice President, General Counsel and Corporate Affairs of The Clorox Company, a leading marketer and manufacturer of consumer products, since February 2016; formerly Executive Vice President – General Counsel from February 2015 to February 2016 and Senior Vice President – General Counsel from January 2005 to February 2015 of The Clorox Company; formerly, Senior Vice President and General Counsel of H.J. Heinz Company, a global marketer and manufacturer of branded food products, from 2000 to 2005. Director, Canadian National Railway Company.

Key Attributes, Experience and Skills: As general counsel of two multinational corporations, with responsibility for legal, compliance, corporate governance, risk management, corporate responsibility and environmental, social and governance (ESG), and internal audit, among other matters, Ms. Stein brings expertise in these critical areas to the Board. Ms. Stein speaks six languages and has lived in non-US jurisdictions, bringing a global perspective and experience. She has a deep understanding of financial statements, corporate finance, and accounting. In addition, Ms. Stein’s leadership and service on the boards of non-profit organizations including Corporate Pro Bono and the Leadership Council on Legal Diversity also provide the Board with the benefit of additional perspectives on diversity and corporate citizenship.

SETH H. WAUGH Independent Age6162 Director since2015 Board committees: Compensation Career Highlights: Chief Executive Officer of The PGA of America, an American organization of golf professionals, since 2018. Senior Advisor at Silver Lake, since 2017. Non-executive chairman of Alex. Brown, a division of Raymond James, since September 2016. Previously, Managing Director at Silver Lake, 2018. 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. Previously Chief Executive Officer of Quantitative Financial Strategies, a hedge fund. Mr. Waugh also served in various capacities at Merrill Lynch over 11 years, including Co-head of Global Debt Markets. Director, Yext, Inc.

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 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 the Financial Industry Regulatory Authority, Inc. (FINRA)FINRA provides our Board with the benefit of his substantial expertise in financial industry developments and corporate citizenship.

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GEOFFREY Y. YANG Independent Age6061 Director since2011 Board committees:Audit, Corporate Governance (Chair) Career Highlights: Managing Director and Founding Partner of Redpoint Ventures, a private equity and venture capital firm, since 1999. Director of AT&T, Inc., since July 2016. Formerly, General Partner with Institutional Venture Partners from 1987 to 1999. Mr. Yang was formerly president of the Western Association of Venture Capitalists, director of the National Venture Capital Association, chairman of the Stanford Engineering Fund, and a member of the President’s Information Technology Advisory Committee for the United States. Previously director of BigBand Networks and TiVo.

Key Attributes, Experience and Skills: Mr. Yang’s experience as a Founding Partner and Managing Director of Redpoint Ventures provides the Board with valuable perspectives on financial and strategic matters as well as expertise in the capital markets. Since joining the venture capital business in 1985, Mr. Yang has backed companies from their founding including Duo Security, HomeAway, Juniper Networks, Just Eat, Looker, MySpace, Netflix, Pindrop, Pure Storage, Snowflake, Stripe, 2U, Sonos, TiVo, Twilio, Zendesk, and Zuora. This experience provides strategic direction, growth and technology expertise to the Company. Mr. Yang’s current and prior service on the boards of several private and public companies as well as with non-profit organizations including the Advisory Council for the Stanford Graduate School of Business, the United States Golf Association, the U.S. Ski and Snowboard Foundation, and the United States Olympic and Paralympic 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 the Chairman of the Board, Chief Executive Officerare siblings, and a director of the Company,their uncle is the nephew of Rupert H. Johnson, Jr., Vice Chairman and Each serves as both a director of the Company, and the brother of Charles E. Johnson, a director of the Company and Jennifer M. Johnson, President and Chief Operating Officeran executive officer of the Company. Charles E. Johnson is the nephew

Table of Rupert H. Johnson, Jr. and the brother of Gregory E. Johnson and Jennifer M. Johnson. Jennifer M. Johnson is the niece of Rupert H. Johnson, Jr. and the sister of Gregory E. Johnson and Charles E. Johnson.Contents

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 interestinterests 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 that person’s 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: Peter K. Barker; Mariann Byerwalter; Alexander S. Friedman; John Y. Kim; Anthony J. Noto; Mark C. Pigott; Laura Stein;John W. Thiel; Seth H. Waugh; and Geoffrey Y. Yang.

With respect to Mr. Noto, the Board considered that in the ordinary course of the Company’s asset management business, certain Company-sponsored non-consolidated funds through a third-party unaffiliated sub-adviser with investment discretion for thoseand other funds and client accounts managed by Company subsidiaries have made limited purchases of notes,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 Social Finance, Inc. (collectively, “SoFi”), a company for which Mr. Noto serves as chief executive officer. In each case, theofficer and director. The investments were made in the ordinary course of business, on terms generally available to other investors. The proportionate fees the trusts paidinvestors and were determined not to SoFi based on the funds’ investments in those trusts were insignificant and considered immaterial toimpair director independence.

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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 atwww.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 athttps://www.franklinresources.com/resources/governance/corporate-governance-documents.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 a complaint concerning auditing, accounting or securities law matters. 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 adopted guidelines for determining whether a director is independent, which are available onposted in the corporate governance section of the Company’s website athttps://www.franklinresources.com/resources/governance/corporate-governance-documents.website. 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. The Board has established the following guidelines to assist it in determining whether a director does not have material relationships and thereby qualifies as independent:

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Policy Regarding Multiple Board Memberships.The Board has adopted, upon the recommendation of the Corporate Governance Committee, a policy regarding memberships on boards of directors or equivalent governance bodies of unaffiliated publicly traded companies or other entities. If a member of the Board also serves as the principal executive officer, such as the Chief Executive Officerchief executive officer or President,president, of a publicly traded company, it is the policy of the Board that such Board member 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 three or more boards of directors or equivalent governance bodies of unaffiliated publicly traded companies, excluding the Company’s Board. If a member of the Board does not serve as a principal executive officer, such as a Chief Executive Officerchief executive officer or President,president, of a publicly traded company, it is the policy of the Board that such Board member 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.

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Prohibition againstAgainst 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 againstAgainst 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 StockOwnershipStock Ownership Guidelines. Any subject pledge of securities issued by the Company by any director or executive officer in existence as of December 11, 2018, must be released within two years. 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.As a significant ownership interest by directors in the Company tends to align the interests of members of the Board with the interests of the Company’s stockholders, all directors on the Board 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, as a significant ownership interest by certain senior officers in the Company tends to align the interests of members of management of the Company with the Company’s stockholders and to strengthen the link between long-term Company performance and executive compensation, senior officers of the Company are expected to own shares of common stock of the Company with a value equal to a specific multiple of such senior officer’s base salary, as indicated in the table below, by five years from when he or she first assumed the particular senior officer position for which stock ownership is expected:

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 (whichincludes(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 31, 2019,2020, all directors and officers were in compliance with these guidelines.

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Board Meetings and Annual Meeting of Stockholders

During fiscal year 2019,2020, the Board held fiveeight meetings (not including committee meetings). For fiscal year 2019,2020, the directors attended 100%at least 97% of the aggregate of the total number of meetings held by the Board and the total number of meetings held by all committees of the Board on which a Directordirector served during the periodsperiod that he or she served.

To promote open discussion among the independent directors, the independent directors meet in executive session at least two times per year and generally meet in executive session after regularly scheduled Board meetings. Peter K. Barker,Laura Stein, the independent Lead Director, presides at the executive sessions of the independent directors. The Board encourages directors to attend the annual meeting of stockholders. All directors then standing for election attended last year’s annual meeting.

Committee Membership and Meetings

The current standing committees of the Board are the Audit Committee, the Compensation Committee, the Corporate Governance Committee and the Special Awards Committee. The table below provides current membership and meeting information.

M—Member
C—Chair
* Ms. Johnson joined the Board on February 11, 2020 and is the sole member of the Special Awards Committee. This committee takes actions by written consent in lieu of meetings.
** Mr. Noto joined the Board on February 11, 2020.

Below is a description of each standing committee of the Board. The Board has affirmatively determined that each of these standing committees (other than the Special Awards Committee) consists entirely of independent directors pursuant to rules established by the NYSE, rules promulgated under the Securities Exchange Act of 1934, and the Director Independence Standards established by the Board.

See “Director Independence Standards” above. The Board has also determined that each member of the Audit Committee and the Compensation Committee is independent under the criteria established by the NYSE and the SEC for audit committee and compensation committee members, as applicable.

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The Audit Committee

Established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, the Audit Committee currently consists of Messrs. RatnathicamMses. Byerwalter (Chair) and YangStein and Mss. ByerwalterMessrs. Noto and Stein.Yang.

The primary purpose of the Audit Committee is to assist the Board in fulfilling its responsibility to oversee: (1) the Company’s financial reporting, auditing and internal control activities, including the integrity of the Company’s financial statements; (2) the Company’s compliance with legal and regulatory requirements; (3) the independent auditors’ qualifications and independence; and (4) the performance of the Company’s internal audit function and independent auditors. The Audit Committee also prepares the report the Audit Committee is required to include in the Company’s annual proxy statement. In addition, the Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the independent auditors, including approval of all services and fees of the independent auditors. The Audit Committee meets with the Company’s independent auditors and reviews the scope of their audit, the related reports and any recommendations they maymake.may make. The Audit Committee also reviews the annual audited financial statements for the Company. In addition, the Audit Committee assists the Board in reviewing policies with respect to the Company’s enterprise risk assessment and risk management, including related to cybersecurity (as described more fully below under “Risk Management and the Board’s Role in Risk Oversight”).

The Audit Committee operates under a written charter adopted by the Board. The Audit Committee reviews and reassesses the adequacy of its charter annually and recommends any proposed changes to the Board for approval. The Audit Committee Charter is posted in the corporate governance section of the Company’s website athttps://www.franklinresources.com/resources/governance/corporate-governance-documents.website. The Board has determined that alleach Audit Committee members aremember is financially literate under the NYSE listing standards and that each of Mr. Chutta Ratnathicam and Ms. Mariann Byerwalter is an audit committee financial expert within the meaning of the rules of the SEC.

The Compensation Committee

The Compensation Committee currently consists of Ms. Stein and Messrs. Barker, Pigott (Chair), Pigott and Waugh. The Compensation Committee oversees the establishment of goals and objectives related to Chief Executive OfficerCEO compensation, determines the compensation level of the Chief Executive Officer,CEO, assists the Board in fulfilling its responsibility relating to the compensation (and related benefits) of the executive officers of the Company, discharges the responsibilities of the Board relating to compensation of the Company’s executive officers and prepares the Compensation Committee Report regarding executive compensation matters for the Company’s proxy statement. The Compensation Committee also reviews and discusses with management proposed Compensation Discussion and Analysis disclosure and determines whether to recommend it to the Board for inclusion in the Company’s proxy statement. In addition, the Compensation Committee reviews and approves compensation arrangements between the Company and members of its Board of Directors. The Compensation Committee may delegate any of its responsibilities to subcommittees as it deems appropriate.

The Compensation Committee generally adheres to the following processes and procedures in connection with the consideration and determination of the compensation of the Company’s executive officers and directors.

Determination of Executive Compensation.The Compensation Committee meets periodically throughout the year to (i) review and approve corporate goals and objectives relevant to the compensation of the executive officers, (ii) evaluate the performance of the executive officers in light of those goals and objectives, and (iii) determine and approve the compensation of the executive officers. For a detailed description regarding the Compensation Committee’s role in setting executive compensation, including the role of executive officers in the process, see “Compensation Discussion and Analysis” below.

Determination of Non-executive Director Compensation.The Compensation Committee meets at least annually to review and make recommendations to the Board on the compensation (including equity-based compensation) of the Company’s non-executive directors. In reviewing and making recommendations on non-executive director compensation, the Compensation Committee considers, among other things, the following policies and principles:

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As a part of its review, the Compensation Committee receives a report of its independent consultant on comparable non-executive director compensation practices and levels. No executive officer of the Company is involved in determining or recommending non-executive director compensation levels. For a description regarding the role and scope of assignment of the Compensation Committee’s compensation consultant see “Compensation Discussion and Analysis” below. See the section of this Proxy Statement titled “Director Fees” below, for a discussion of compensation paid to the Company’s directors during fiscal year 2019.2020. Directors who are executives of the Company do not receive compensation for their Board service.

Incentive Plan Matters.The Compensation Committee also administers, among other plans and awards, the Company’s Amended and Restated Annual Incentive Compensation Plan, the 2014 Key Executive Incentive Compensation Plan, the Amended and Restated 2002 Universal Stock Incentive Plan, and the Amended and Restated 1998 Employee Stock Investment Plan and the Amended and Restated 2017 Equity Incentive Plan.

The Compensation Committee Charter reflects these various responsibilities, and the Compensation Committee and the Board of Directors annually review the charter and revise it as necessary or appropriate. The Compensation Committee Charter is posted in the corporate governance section of the Company’s website athttps://www.franklinresources.com/resources/governance/corporate-governance-documents.website.

The Special Awards Committee

The sole member of the Special Awards Committee is Mr. Gregory E.Ms. Johnson. The Special Awards Committee has separate but concurrent authority with the Compensation Committee to make certain limited equity and cash awards to employees of the Corporation and its subsidiaries who are not executive officers subject to Section 16 of the Securities Exchange Act of 1934.

The Corporate Governance Committee

The Corporate Governance Committee currently consists of Ms. Stein (Chair) and Messrs. Noto, Pigott and Yang.Yang (Chair).

The Corporate Governance Committee has the responsibilities set forth in its charter and provides counsel to the Board of Directors with respect to the organization, function and composition of the Board and its committees and oversees the evaluation of the Board, its committees and individual directors. The Corporate Governance Committee is also responsible for developing and recommending to the Board corporate governance policies and procedures applicable to the Company, and reviewing the anti-money laundering policies, procedures and operations of the Company on a periodic basis. The Corporate Governance Committee oversees the Company’s political activities and related policies, and reviews and approves our statement on “Our Political Involvement,” which is posted in the corporate governance section of the Company’s website athttps://www.franklinresources.com/resources/governance/corporate-governance-documents.website. This statement describes the Company’s policies on corporate political activity, independent employee political participation, advocacy and lobbying activity, and compliance and oversight of theseactivities.these activities. The Corporate Governance Committee also is tasked with identifying and recommending to the Board’s independent directors potential Lead Director candidates from among the independent directors. The Corporate Governance Committee Charter is posted in the corporate governance section of the Company’s website athttps://www.franklinresources.com/resources/governance/corporate-governance-documents.website.

The Corporate Governance Committee is responsible for identifying and recommending to the Board potential director candidates for nomination and election to the Board at the annual meeting of stockholders. It uses a variety of means as it determines are necessary or appropriate, including recommendations of stockholders, to do so. The Corporate Governance Committee has adopted a policy regarding nominations and qualifications of directors, which has been approved by the Board. Under such policy, the Corporate Governance Committee may solicit recommendations from current and former directors, management or others who may be familiar with qualified candidates and may consider current directors for re-nomination. The Corporate Governance Committee may, in its sole discretion, retain and terminate any search firm (and approve such search firm’s fees and other retention terms) to assist in the identification of candidates.

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terminate any search firm (and approve such search firm’s fees and other retention terms) to assist in the identification of candidates.

The Corporate Governance Committee believes there are certain minimum skills and qualifications that each director nominee must possess or satisfy, including:

●	high personal and professional integrity and ethical character;
●	significant achievement in business, finance, government, education, law, technology or other fields important to the operation of the Company;
●	the ability to exercise sound business judgment on a broad range of issues;
●	sufficiently broad experience and professional and educational background to have a general appreciation of the major issues facing public companies of a size and scope similar to the Company;
●	the willingness and ability to devote the necessary time to Board duties, including preparing for and attending meetings of the Board and its committees; and
●	being prepared to represent the best interests of the Company and its stockholders and committed to enhancing stockholder value.

The Corporate Governance Committee also believes there are other skills and qualifications that at least one or more directors must possess or satisfy, including:

●	experience and knowledge of the industry sector in which the Company operates its business;
●	a majority of the directors being “independent” directors in accordance with the corporate governance listing standards of the NYSE;
●	at least three directors meeting the additional independence requirements for members of the Audit Committee of the Board in accordance with the applicable rules of the NYSE and the SEC;
●	at least three directors who are eligible to serve on the Audit Committee of the Board being “financially literate” or capable of becoming “financially literate” within a reasonable period of time;
●	at least one director who is eligible to serve on the Audit Committee of the Board being an “audit committee financial expert” in accordance with applicable rules of the SEC;
●	at least three directors meeting the additional independence requirements for members of the Compensation Committee of the Board in accordance with the applicable rules of the NYSE and the SEC; and
●	other standards the Board may adopt from time to time.

In considering candidates for director nominees, the Corporate Governance Committee generally assembles information regarding a candidate’s background and qualifications, evaluates a candidate’s mix of skills and qualifications and determines the contribution the candidate could be expected to make to the overall functioning of the Board, giving due consideration to the overall Board balance of diversity of perspectives, backgrounds and experiences. The Corporate Governance Committee reviews annually with the Board the composition of the Board as a whole, including whether the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity and other desired qualities.

With respect to current directors, the Corporate Governance Committee considers past attendance at meetings and assesses participation in and contributions to the activities of the Board. The Corporate Governance Committee, in its discretion, may designate one or more of its members to interview any candidate. In addition, the Corporate Governance Committee may seek input from the Company’s management or the Board, who may interview any candidate. The Corporate Governance Committee recommends director nominees to the Board based on its assessment of overall suitability to serve on the Board in accordance with the Company’s policy regarding nominations and qualifications of directors.

The Corporate Governance Committee will consider candidates recommended for nomination to the Board by stockholders of the Company. Stockholders may make such a recommendation by submitting a completed Director Nomination Form, which is posted in the corporate governance section of the Company’s website, not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the date on which the Company first (i) mailed its notice of annual meeting, proxy statement and proxy or (ii) sent its notice of annual meeting and notice of internet availability of its proxy materials, whichever is earlier, for the immediately preceding year’s annual meeting. Completed Director Nomination Forms shall be sent to: Corporate Governance Committee, Franklin Resources, Inc., c/o Corporate Secretary, One Franklin Parkway, San Mateo, CA 94403-1906. This year our Proxy Statement is dated December 26, 2019;28, 2020; for a recommendation to be properly made for the 20212022 annual meeting, we must receive the notice of recommendation between July 29, 202031, 2021 and August 28, 2020.

30, 2021.

The manner in which the Corporate Governance Committee evaluates candidates recommended by stockholders is generally the same as any other candidate. However, the Corporate Governance Committee will also seek and consider information concerning any relationship between a

stockholder recommending a candidate and the candidate to determine if the candidate can represent the interests of all

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stockholder recommending a candidate and the candidate to determine if the candidate can represent the interests of all of the stockholders. The Corporate Governance Committee will not evaluate a candidate recommended by a stockholder unless the Director Nomination Form provides that the potential candidate has indicated a willingness to serve as a director, to comply with the expectations and requirements for Board service as publicly disclosed by the Company and to provide all of the information necessary to conduct an evaluation.

Board Leadership Structure

Mr. Gregory E. Johnson our Chief Executive Officer (“CEO”), has served as Chairman of the Board since June 2013.2013 and Executive Chairman of the Company since February 2020. The Board believes that this structure is appropriate because having a senior executive for both the Company and the Board provides clear leadership for the strategic vision, management and operations of our Company. Our CEO serves as a director, but does not have a chair or lead director role on the Board. The Board believes that thisits leadership structure strengthens the Board’s ability to focus on key risk, business and strategic issues and helps the Company operate in the long-term interests of stockholders. Mr. Peter K. Barker,Ms. Laura Stein, an independent director, has beenwas selected by the independent directors as Lead Director. The duties of the Lead Director are set forth in the Lead Director Charter available on the Company’s website athttps://www.franklinresources.com/ resources/governance/corporate-governance-documentsand include:

●	presiding at the executive sessions of the independent directors and of the non-employee directors of the Board;
●	presiding at meetings of the Board in the absence of the Chairman and Vice Chairman of the Board or upon the request of the Chairman;
●	calling meetings of the independent directors and non-employee directors of the Board, as appropriate;
●	serving as a liaison to facilitate communications between other members of the Board and the Chairman, the Vice Chairman, the CEO and the President, without inhibiting direct communications between and among such persons;
●	advising and consulting with the Chairman and CEO on, and approving, Board and committee meeting schedules, including the need for special meetings as appropriate, and Board and committee meeting agenda items, to help ensure that appropriate items are brought forward for Board and committee consideration and appropriate time is apportioned for discussion;
●	advising and consulting with the Chairman and CEO on the general scope and type of information to be provided in advance and/or to be presented at Board meetings;
●	in coordination with the Chairman, and CEO, serving as a liaison to stockholders who request direct communications and consultation with the Board or otherwise delegating such task to an appropriate member of the Board based on the circumstances;
●	consulting with outside counsel and other advisors as he or she deems appropriate in fulfilling the Lead Director role;
●	collaborating with the Compensation Committee on the annual performance evaluation of the CEO; and
●	collaborating with the Corporate Governance Committee on matters related to Board effectiveness and independence including the performance and structure of the Board and its committees, and the performance of individual directors.

The Corporate Governance Committee reviews the Board’s leadership structure annually with the Board. The Board does not have a fixed policy regarding the separation of the offices of the Chairman and CEO. Effective at the 2020 Annual Meeting, Ms. Jennifer Johnson will succeed Mr. Gregory Johnson as CEO. Mr. Gregory Johnson will continue as Chairman of the Board and also will become Executive Chairman of the Company, continuing the leadership structure of having a Company senior executive as Chairman of the Board. For the reasons stated above, the Board continues to believe that thisits leadership structure is appropriate.

Board and Committee Evaluation Process

The Board believes that conducting an annual evaluation process is a critical component of good corporate governance and improves the performance of the Board as a whole, its Committeescommittees, and individual directors. The independent Chair of the Corporate Governance Committee leads the annual performance evaluation of the Board, each Committee,committee, and the individual directors. The independent Chairs of each of the Committeescommittees lead the reviews of their respective Committeescommittees and the Chairs of the Audit and Compensation Committees report their findings to the Corporate Governance Committee Chair. Guidelines for director self-evaluation, Committeecommittee evaluation and evaluation of the Board are given to each independent director to provide structure in soliciting their feedback. Candid, one-on-one discussions are held between each independent director and each of their respective Committeecommittee Chairs and the Chair of the Corporate Governance Committee, using the Guidelines provided in advance as the basis for discussion. The

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results of the evaluation are discussed in a closed session of the independent directors led by the Lead Director and the independent Committeecommittee Chairs. A summary of the evaluation results and recommendations for improvement is then reported to the full Board and Company policies and practices are updated as appropriate.

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Risk Management and the Board’s Role in Risk Oversight

Our Company recognizes the importance of effective risk management to the success of our business and our stockholders and has long-standing and highly developed structures in place to manage risk. The Board of Directors has principal responsibility for oversight of the Company’s risk management processes. 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.groups, among others. These groups provide reports either directly to the full Board, or to the Audit Committee, Compensation Committee, or CompensationCorporate Governance Committee. Each of these Board committees is comprised solely of independent directors and reports to the full Board at each Board meeting. Regional and separate key risk committees of our management, as well as business and operational risk functions, report to the enterprise-wide management groups which in turn report to the full Board or a committee of the Board. Our internal audit and global compliance groups conduct monitoring and testing of Company-wide policies and procedures and report quarterly to the Audit Committee and Board of Directors, respectively.

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 Audit Committee receives risk management, cybersecurity and other key risk topic reports at least quarterly from Franklin Templeton’s Chief Risk and Transformation Officer or other senior leaders within the Company. The Audit Committee also receives internal audit reports at least quarterly from the enterprise-wide risk management committee, the Company’s Chief Technology Officer, and internal auditor, respectively, and reviews and discusses policies with respect to Company enterprise risk assessment and risk management, including the Company’s cybersecurity risks and related risk management program.auditor. The full Board receives reports of, and provides direction to, the enterprise-wide risk management committee, the Company’s Chief Technology Officer and internal auditor at least annually. As described in more detail below, the Compensation Committee and a management compensation risk review committee evaluatereview and discuss the Company’s compensation policies and programs to ensure they do not encourage excessive risk-taking. The Corporate Governance Committee receives anti-money laundering compliance program reports from the designated compliance officer throughout the year. Each of the Audit, CommitteeCompensation, and the Compensation CommitteeCorporate Governance Committees report on risk, along with other committee matters, at meetings of the full Board. In addition, 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.

At their meetings, the Board, Audit Committee, Compensation Committee, and CompensationCorporate Governance Committee review and discuss identified risks with the relevant members of senior management and members of the various groups with responsibility for risk identification and management. These regular communications provide the Board with a practical and in-depth understanding of the risks facing the Company and enable the Board to provide direction to management with respect to its approach to identifying, monitoring and addressing material risks.

Our Board’s role in risk oversight is well-supported by having as directors an experienced Chairman and Chief Executive Officer who hasCEO, both of whom have extensive knowledge of and experience with the risks that the Company faces. In addition, the Audit, Compensation and Corporate Governance Committees of the Board are composed entirely of independent directors, as described above in “Committee Membership and Meetings,” which the Board believes also enhances risk oversight.

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DIRECTOR FEES

Standard Compensation Arrangements

The compensation arrangements for non-employee directors consist of the board and meeting fees, and annual equity award, below.

StandardLead Director Retainer. The director designated by the independent directors of the Board Fees.as the lead independent director of the Board is entitled to receive an annual lead director cash retainer fee of $25,000 (one-fourth of which is paid quarterly).

Board Member Retainer and Special Meeting Fee. Non-employee directors of the Company are entitled to receive an annual Board cash retainer fee of $95,000,$100,000 (one-fourth of which is paid quarterly, and an annual equity grant which is made on the date of the annual organizational meeting of the Board, valued at $145,000 (rounded up to the nearest whole share).

Special Board Meeting Fees.A special Board meeting fee ofquarterly), plus $5,000 is payable to each non-employee director for each Board meeting attended by such director in excess of the five regularly scheduled Franklin Board meetings per fiscal year. There were no special Board meetings during fiscal year 2019.

Standard Committee Fees.Board Member Annual Equity Award. IndependentNon-employee directors who serve on Board committees are also entitled to $1,500 per committeereceive an annual equity award for approval on the date of each annual organizational meeting attended. In addition,of the ChairsBoard, valued at $160,000 (rounded up to the nearest whole share).

Committee Chairperson Retainers. The Chairperson of the Audit Committee is entitled to receive an annual cash retainer fee of $25,000 (one-fourth of which is paid quarterly), and the Chairpersons of the Compensation Committee and the Corporate Governance Committee areeach is entitled to annual retainer fees of $25,000, $15,000, and $15,000, respectively, which are paid quarterly.

Lead Director Fee.The Lead Director receivesreceive an annual cash retainer fee of $25,000,$15,000 (one-fourth of which is paid quarterly.quarterly).

Committee Member Retainers. Each member of the Audit Committee (including the Chairperson) is entitled to receive an annual cash retainer fee of $15,000 (one-fourth of which is paid quarterly), and each member of the Compensation Committee and the Corporate Governance Committee (including each committee’s Chairperson) is entitled to receive an annual cash retainer fee of $12,000 (one-fourth of which is paid quarterly).

Special Committee Meeting Fees. Additionally, a $1,500 special committee meeting cash fee is payable to (i) each member of the Audit Committee for each Audit Committee meeting attended by such member in excess of 10 Audit Committee meetings per fiscal year, (ii) each member of the Compensation Committee for each Compensation Committee meeting attended by such member in excess of eight Compensation Committee meetings per fiscal year, and (iii) each member of the Corporate Governance Committee for each Corporate Governance Committee meeting attended by such member in excess of eight Corporate Governance Committee meetings per fiscal year.

Other Board Compensation.TheIn addition, the Company reimburses directors for certain expenses incurred in connection with attending Board and Board committee meetings as well as other Company-relatedrelated events, including travel, hotel accommodations, meals and other incidental expenses for the director and his or her spouse accompanying the director in connection with such events.

Deferred Director Fees

The Company and its subsidiaries allow non-employee directors to defer payment of their directors’ fees and stock awards in a manner that is intended to comply with the provisions of Section 409A of the Code, and to treat the deferred amounts as hypothetical investments in common stock of the Company and/or in Company sponsoredCompany-sponsored mutual funds, as selected by the director. Directors are then credited with the same earnings, gains or losses that they would have incurred if the deferred amounts had been invested in the specific investments, in the specific amounts and for the specific periods as directed by each particular director.

Additionally, directors who defer their directors’ fees and stock awards are credited with notional dividends and other distributions at the same time, in the same form, and in equivalent amounts as dividends and other distributions that are payable from time to time with respect to investments selected by each particular director. On the payout dates elected by a director, the hypothetical investments are valued and the Company or its subsidiary, as applicable, must pay the director or his or her beneficiary a cash amount equal to the value of the hypothetical investments. Payouts may be made in a lump sum or in periodic installments.

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DIRECTOR FEES

The following table provides information on the total compensation earned by the Company’s directors in fiscal year 2019:2020:

FISCAL YEAR 20192020 DIRECTOR COMPENSATION

Name		Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)(3)		Total ($)		Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)(3)		Total ($)(4)
Peter K. Barker		—		290,500		290,500		—		304,500		304,500
Mariann Byerwalter		105,500		145,000		250,500		138,500		160,000		298,500
Charles E. Johnson		95,000		145,000		240,000
Gregory E. Johnson(4)		—		—		—
Rupert H. Johnson, Jr.(5)		—		—		—
Charles E. Johnson*								57,500		—		57,500
Anthony J. Noto*								68,500		160,000		228,500
Mark C. Pigott		—		258,000		258,000		—		304,000		304,000
Chutta Ratnathicam		275,500		—		275,500
Chutta Ratnathicam*								76,000		—		76,000
Laura Stein		179,625		93,375		273,000		169,000		149,000		318,000
Seth H. Waugh		105,500		145,000		250,500		119,500		160,000		279,500
Geoffrey Y. Yang		—		258,000		258,000		—		304,000		304,000

*	Mr. C. E. Johnson was a member of the Board until February 11, 2020. Mr. Noto joined the Board on February 11, 2020. Mr. Ratnathicam was a member of the Board and Chair of the Audit Committee until February 11, 2020.
(1)	Fees include quarterly retainer fees, committeeexcess meeting attendance fees and fees for service as a committee chair. Fees are awarded in cash, the payment of which may be deferred pursuant to the 2006 Directors Deferred Compensation Plan (the “Director Deferred Plan”) described above under “Deferred Director Fees.” Pursuant to the Director Deferred Plan, directors may elect to defer payment of their directors’ fees and stock awards into hypothetical investments in common stock of the Company and/or in Company sponsoredCompany-sponsored mutual funds. If a director receives fees in cash or elects to defer fees (including the annual stock grant) into hypothetical units of Company sponsoredCompany-sponsored mutual funds, such amounts are included in this column. Any such director fees deferred into hypothetical shares of the Company’s common stock are included in the “Stock Awards” column. See notes 2 and 3 below.
(2)	Stock Awards amounts represent the aggregate grant date fair value, determined in accordance with the requirements of Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation - Stock Compensation” (“ASC 718”), associated with (i) an annual stock grant made on February 12, 2019,11, 2020, provided such stock grant is not deferred into hypothetical units of Company sponsoredCompany-sponsored mutual funds (see note 1 above), and (ii) director fees earned in fiscal year 20192020 but whose payment is deferred into hypothetical shares of the Company’s common stock and eventually payable in cash. See “Deferred Director Fees” above. The valuation assumptions (i) for the annual stock grant are the closing price for the common stock on the NYSE on the grant date (February 12, 2019)11, 2020) and (ii) for the deferred hypothetical shares of Company common stock are changes in the closing price of the common stock on the NYSE during fiscal year 2019,2020, and the reinvestment of dividends declared by the Company. Because of the required accounting treatment under ASC 718, the Stock Award amounts for fees earned in fiscal year 20192020 and deferred into hypothetical shares of common stock may vary (up or down) to reflect market prices of the common stock.
(3)	The following represents the grant date fair value determined in accordance with ASC 718 for all Stock Awards granted in fiscal year 2019.2020. See “Note 15—17—Stock-Based Compensation” in the Company’s Annual Report on Form 10-K for fiscal year 20192020 filed with the Securities and Exchange CommissionSEC on November 12, 201923, 2020 for further details.

Name		Actual Common Stock ($)		Deferred Hypothetical Shares ($)		Actual Common Stock ($)		Deferred Hypothetical Shares ($)
Peter K. Barker		145,000		145,500		160,000		144,500
Mariann Byerwalter		145,000		—		160,000		—
Charles E. Johnson		145,000		—		—		—
Anthony J. Noto						160,000		—
Mark C. Pigott		—		258,000		—		304,000
Chutta Ratnathicam		—		—		—		—
Laura Stein		—		93,375		—		149,000
Seth H. Waugh		—		145,000		—		160,000
Geoffrey Y. Yang		145,000		113,000		160,000		144,000

(4)	Mr. G. Johnson is the Executive Chairman of the Company and Chairman of the Board and Chief Executive Officerdoes not receive compensation for his service as a director. Ms. Johnson is the President and CEO of the Company and does not receive compensation for hisher service as a director. See the “Summary Compensation Table for Fiscal Year 2019”2020” below.
(5)	During fiscal year 2019, Mr. R. H. Johnson, Jr. was an executive as well as a directoris the Vice Chairman of Franklin Resources, Inc.the Company and diddoes not receive compensation for his service as a director. See “Certain Relationships and Related Transactions” below for information regarding his fiscal year 20192020 compensation.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table contains information regarding the beneficial ownership of our common stock as of October 31, 20192020 by the stockholders that our management knows to beneficially own more than five percent of our outstanding common stock as of such date. The percentage of ownership is calculated based on 498,070,319504,591,594 outstanding shares of common stock on October 31, 2019.2020.

Except as otherwise noted, each beneficial owner in the following table had sole voting and investment power with respect to such shares.

Name and Address of Beneficial Owner(1)		Shares Beneficially Owned(2)		Percent of Class		Shares Beneficially Owned(2)		Percent of Class
Charles B. Johnson(3)		104,013,120		20.9%		99,918,684		19.8%
Rupert H. Johnson, Jr.(4)		104,597,598		21.0%		104,197,775		20.7%
The Vanguard Group(5)		31,709,464		6.4%		36,129,484		7.2%

(1)	The addresses of Messrs. C. B. Johnson and R. H. Johnson, Jr. are: c/o Franklin Resources, Inc., One Franklin Parkway, San Mateo, CA 94403-1906.
(2)	The number of shares of Company common stock beneficially owned by each person is determined under rules promulgated by the SEC.
(3)	Includes 93,480,46189,386,261 shares held in a trust for which Mr. C.B. Johnson is trustee. Also includes 20,93920,703 shares held in the 401(k) Plan, 4,059,651 shares held in an individual retirement account (an “IRA”), 1,350,000and 2,167,800 shares by spouse or trust held by his spouse, and 817,800 shares held by a trust for which his spouse is the lifetime beneficiary.spouse. Also includes an aggregate of 4,284,269 shares held by three private charitable foundations for which he is a trustee with shared voting and investment power (disclaims beneficial ownership of such shares).
(4)	Includes 102,853,045102,453,045 shares held in a trust for which Mr. R. H. Johnson, Jr. is trustee. Also includes 24,06924,246 shares held in the 401(k) Plan, 563,735 shares held in an IRA, and 10,116 shares held by his spouse (disclaims beneficial ownership of such shares). Also includes 1,146,633 shares held by a private charitable foundation for which he is a trustee (disclaims beneficial ownership of such shares).
(5)	Based solely on a Schedule 13G13G/A of The Vanguard Group, Inc. filed with the SEC on February 11, 201912, 2020 reporting shares of Company common stock owned as of December 31, 2018.2019. Includes (i) sole power to vote or direct to vote 353,049417,575 shares, (ii) shared power to vote or direct to vote 98,444110,513 shares, (iii) sole power to dispose of or direct the disposition of 31,256,61135,618,105 shares, and (iv) shared power to dispose of or direct the disposition of 452,853511,379 shares. Principal business office address listed as 100 Vanguard Blvd., Malvern, PA 19355 in such filing.

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STOCK OWNERSHIP AND STOCK-BASED HOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

The following table contains information regarding the beneficial ownership of our common stock as of October 31, 20192020 by:

●	each director and director nominee;
●	each executive officer named in the “Summary Compensation Table for Fiscal Year 2019”2020” below; and
●	all current directors, director nominees and executive officers of the Company as a group (including named executive officers).

The percentage of ownership is calculated based on 498,070,319504,591,594 outstanding shares of common stock on October 31, 2019.2020. Except as otherwise noted, each beneficial owner in the following table had sole voting and investment power with respect to such shares.

Name of Beneficial Owner		Shares Beneficially Owned(1)		Total Company Stock-Based Holdings(2)		Percent of Shares Beneficially Owned(3)		Shares Beneficially Owned(1)		Total Company Stock-Based Holdings(2)		Percent of Shares Beneficially Owned(3)
Directors and Director Nominees:
Peter K. Barker		29,405		53,528		*		35,765		67,813		*
Mariann Byerwalter(4)		4,655		18,121		*		9,188		22,929		*
Charles E. Johnson(4)		6,923,165		6,923,165		1.4%
Alexander S. Friedman(5)								—		—		*
Gregory E. Johnson(5)(6)		5,778,066		—		1.2%		6,116,734		—		1.2%
Jennifer M. Johnson(6)(7)		5,230,648		—		1.0%		5,560,623		—		1.1%
Rupert H. Johnson, Jr.(7)(8)		104,597,598		—		21.0%		104,197,775		—		20.7%
Anthony J. Noto(8)		—		—		*
John Y. Kim(9)								—		—		*
Anthony J. Noto								6,360		—		*
Mark C. Pigott		3,387		57,416		*		3,567		74,479		*
Chutta Ratnathicam		14,856		33,067		*
Laura Stein		9,141		42,266		*		9,141		55,155		*
John W. Thiel(10)								—		—		*
Seth H. Waugh		2,414		21,200		*		2,414		27,943		*
Geoffrey Y. Yang		26,912		52,956		*		33,272		68,293		*
Named Executive Officers:
Matthew Nicholls(9)		44,066		—		*
Craig S. Tyle(10)		95,009		—		*
Jed A. Plafker(11)		87,282		—		*
Kenneth A. Lewis(12)		142,280		—		*
All directors, nominees and executive officers as a group (18 persons)(13)		123,079,814		—		24.7%
Gregory E. Johnson (see above)
Jennifer M. Johnson (see above)
Matthew Nicholls(11)								73,980		—		*
Craig S. Tyle(12)								94,406		—		*
Jed A. Plafker(13)								121,631		—		*
All directors, nominees and executive officers
as a group (19 persons)(14)								116,662,871		—		23.1%

*

Represents less than 1% of the outstanding common stock.

(1)

The number of shares of Company common stock beneficially owned by each person is determined under rules promulgated by the SEC. Under these rules, a person is deemed to have “beneficial ownership” of any shares over which that person has or shares voting or investment power, plus any shares that the person may acquire within 60 days, such as through the exercise of stock options or the vesting of certain restricted stock units where applicable.days. Each share of Company unvested restricted stock confers voting but not dispositive power; restricted stock units do not confer voting or dispositive power. The number of shares beneficially owned by each person includes any outstanding time-based and performance-based unvested restricted stock awards and any outstanding time-based unvested restricted stock and stock units.unit awards. The Company has no outstanding stock options.

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STOCK OWNERSHIP AND STOCK-BASED HOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

(2)

For non-employee directors, this column combines beneficial ownership of shares of our common stock with deferred director fees held by certain non-employee directors in an account economically equivalent to our common stock (but payable in cash), as of October 31, 2019.2020. See “Director Fees—Deferred Director Fees” for a description of deferred director fees. This column indicates the alignment of the named persons with the interests of the Company’s stockholders because the value of their total holdings will increase or decrease correspondingly with the price of the Company’s common stock. The amounts described in this footnote are not included in the calculation of the percentages contained in the Percent of Shares Beneficially Owned column of this table.

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(3)	The percent ownership for each stockholder on October 31, 20192020 is calculated by dividing (i) the total number of shares beneficially owned by the stockholder by (ii) the total number of shares outstanding on October 31, 20192020 plus any shares acquirable by that person currently or within 60 days after such date.
(4)	Includes an aggregate of 1,999,800 sharesShares held pursuant toby a limited partnership, of which 75,404 shares are pledged as collateral in connection with line of credit (such shares were not received as compensation). Also includes 66,672 shares held in his children’s trustsrevocable family trust for which Mr. C. E. JohnsonReporting Person is sole trustee with voting and investment power (disclaims beneficial ownership of such shares). Also includes an aggregate of 4,825,269 shares held by four private charitable foundations for which he is a trustee with shared voting and investment power (disclaims beneficial ownership of such shares).power.
(5)	Mr. Friedman is a new director nominee.
(6)	Mr. G. Johnson is also a named executive officer of the Company. Includes 5,8236,130 shares held in the 401(k) Plan, and 87,04199,766 shares of unvested restricted stock. Also includes an aggregate of 2,961,000 shares held pursuant to two limited partnerships, 8,100 shares held in a business trust for Mr. G. Johnson, 77,22479,368 shares held by his children or in his children’s trusts for which Mr. G. Johnson is trustee with voting and investment power (disclaims beneficial ownership of such shares), and 20,739 shares held by his spouse (disclaims beneficial ownership of such shares). Also includes an aggregate of 541,000759,840 shares held by a private charitable foundation for which he is a trustee with voting and investment power (disclaims beneficial ownership of such shares).
(6)(7)	Ms. Johnson is a new director nominee, and also is a named executive officer of the Company. Includes 2,0042,109 shares held in the 401(k) Plan, and 69,78585,916 shares of unvested restricted stock. Also includes an aggregate of 2,808,000 shares held pursuant to two limited partnerships, 15,000 shares held in a business trust for Ms. Johnson, and 183,414186,314 shares held by her children or in her children’s trusts for which Ms. Johnson is trustee with voting and investment power (disclaims beneficial ownership of such shares). Also includes an aggregate of 541,000759,840 shares held by a private charitable foundation for which she is a trustee with voting and investment power (disclaims beneficial ownership of such shares).
(7)(8)	See footnote (4) under “Stock Ownership of Certain Beneficial Owners” above.
(8)(9)	Mr. NotoKim is a new director nominee.
(9)(10)	Mr. Thiel is a new director nominee.
(11)	Includes 44,06656,709 shares of unvested restricted stock.
(10)(12)	Includes 14,73217,448 shares of unvested restricted stock.
(11)(13)	Includes 530558 shares held in the 401(k) Plan and 48,67740,921 shares of unvested restricted stock.stock and 5,988 unvested restricted stock units.
(12)(14)	Mr. Lewis’ employment with the Company terminated on September 30, 2019, and the number of shares reported in this table as beneficially owned by Mr. Lewis is based solely on information available to the Company as of such date. Includes 17,678 shares held in a trust for which Mr. Lewis and his spouse are co-trustees with shared voting and investment power.
(13)	Includes an aggregate of 32,42433,043 shares held in the 401(k) Plan, and 296,682579,076 shares of unvested restricted stock and 41,624 unvested restricted stock units.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis (“CD&A”) provides an overview and analysis of the Compensation Committee’s philosophy and objectives in designing compensation programs for the Company’s executive officers. In this CD&A, we address the compensation determinations and the rationale for those determinations relating to the Company’s chief executive officer, chief financial officer, former chief financial officer,Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and our other most highly compensated executive officers, whom we refer to collectively as the “named executive officers” or “NEOs.” For the fiscal year ended September 30, 2019,2020, our NEOs were:

Name		Position
Gregory E.Jennifer M. Johnson(1)		President and Chief Executive Officer; Former Chief Operating Officer
Gregory E. Johnson(2)		Executive Chairman and Chairman of the Board andBoard; Former Chief Executive Officer
Matthew Nicholls(2)		Executive Vice President and Chief Financial Officer
Jennifer M. Johnson(3)		President and Chief Operating Officer
Craig S. Tyle		Executive Vice President and General Counsel
Jed A. Plafker		Executive Vice President

Kenneth A. Lewis(4)(1)

Former Executive Advisor, Executive ViceEffective February 11, 2020, Ms. Johnson became President and Chief Financial OfficerCEO of the Company.

(1)(2)	Effective February 11, 2020, Mr. G. Johnson will becomebecame Executive Chairman of the Company and will continuecontinues to serve as Chairman of the Board.
(2)	Mr. Nicholls was appointed Executive Vice President and Chief Financial Officer effective as of May 6, 2019.
(3)	Effective February 11, 2020, Ms. Johnson will become President and CEO of the Company.
(4)	Mr. Lewis retired from his position as Executive Vice President and Chief Financial Officer effective as of May 6, 2019; he served the Company in an executive advisory capacity from May 7, 2019 through September 30, 2019.

The Compensation Committee believes that executive compensation should be aligned with and support our performance and business objectives. The Compensation Committee aims to focus the NEOs on our long-term performance by using awards that generally vest over three years as the Compensation Committee believes such awards are the most effective tool for aligning the executives’ interests with long-term stockholder interests. The portion of our NEOs’ annual compensation linked to short-term performance (with investment performance weighted 50%, financial results weighted 30% and strategic initiatives weighted 20% for Ms. Johnson and Mr. G. Johnson) is intended to motivate and reward executives to achieve certain objectives and to allow us to attract and retain talented executives.

FISCAL YEAR 20192020 BUSINESS HIGHLIGHTS

The asset managementWhile fiscal 2020 presented many challenges to the economy, our industry, is undergoing rapid change. In fiscal year 2019, we continued to focus on evolvingand our business, it was also marked by exciting opportunities for the firm. Overall, we focused our efforts and making investments in key areas that directly support the firm’s multi-year strategic plan to drive organic growth, areas. Operatingexecute on M&A opportunities, and position Franklin Templeton to capitalize on industry change. The most significant initiative was the acquisition of Legg Mason and its specialist investment managers. We successfully closed the transaction on July 31, 2020, two months earlier than initially expected, creating the sixth largest independent asset manager globally with over $1.46 trillion in assets under management at November 30, 2020, across a broad range of specialized investment teams. The combination enhances our strategic positioning and long-term growth potential, while also delivering on our goal of creating a more diversified and balanced organization. Declines in key measures, including operating income for the year declined asand operating margin, are partially a result of lower average assets under management, driven by net outflows, and non-recurring execution costs associated with our cost management efforts. These and other factors, including the accountingunprecedented impact of consolidating Benefit Street Partners, contributed to lower operating income for fiscal year 2019. Our operating margin for the year was 27%. Although long-term sales decreased 4% this fiscal year, we had some successglobal pandemic and one of the sharpest market corrections in the U.S. retail channel with sales increasing 12% versus the prior year, following improved demand for our traditional productshistory, which negatively impacted revenue and growthalso resulted in newer capabilities, including our multi-asset solutions and ETFs. Net outflows, however, continued and were $32 billion. Investmentaccelerated outflows. Relative investment performance was mixed, with strongsolid performance in U.S. equity and emerging markets strategies,certain U.S. taxable and tax-free funds, contrasting with weaker performance in global equitymacro and certain fixed incomevalue strategies. While the Company’s three-year total shareholder return ranked in the fourth quartile of our peer group, the Company returned almost $1.3 billion to shareholders (107% of net income) during the year through regular dividends totaling $1.04 per share and the repurchase of 24.6 million shares, which continued to exceed share issuance materially.

Acquiring and retaining talent is an ongoing priority, and this year we worked to enhance our investment teams further.and distribution teams. We appointed several strategic hires and promoted top talent to important new roles on our investment and distribution teams. In addition, in May 2019, Matthew Nicholls was appointed to the role of Chief Financial Officer (“CFO”) to head the Company’s corporate finance and accounting functions and to lead our efforts to grow through acquisitions, a key focus of the firm.

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COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee evaluated fiscal year 20192020 performance consistent with its philosophy that a significant portion of executive compensation should be variable and tied to the Company’s performance. More than 90% of CEO pay for fiscal year 20192020 was based on performance, subject to forfeiture. In addition, the CEO and other NEOs experienced forfeitures of certain previously granted performance awards, as further described under the heading “Long-term Incentive and Retention Compensation” below.

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The chart below compares the results of our key performance measures for the current fiscal year against last fiscal year:

Key Performance Measures (as of and for fiscal years ended September 30)		2019		Percentage Change 2019 vs. 2018		2018
Assets Under Management ($ billions)		692.6		(3%)		717.1
Operating Profit Margin		27.0%				33.5%
Three-Year Shareholder Return		(1.55%)				(1.78%)
Earnings Per Share*		$2.35		69%		$1.39
Operating Income ($ millions)		$1,557.4		(26%)		$2,118.6

Key Performance Measures (as of and for fiscal years ended September 30)(1)		2020		Percentage Change 2020 vs. 2019		2019
Assets under management ($ billions)		$1,418.9		105%		$692.6
Operating margin		18.8%				25.9%
Adjusted operating margin(2)		38.5%				42.6%
Three-year stockholder return		(17.8%)				(1.55%)
Operating income ($ millions)		$1,048.9		(28%)		$1,466.9
Diluted earnings per share(3)		$1.59		(32%)		$2.35

*(1)	The Company acquired Legg Mason effective July 31, 2020. Results of operations for fiscal year 2020 include two months of Legg Mason’s results, and assets under management at September 30, 2020 includes the impact of the acquisition of Legg Mason.
(2)	See discussion of supplemental non-GAAP financial measures, including reconciliations of adjusted operating margin on pages 50–53 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020.
(3)	Fiscal year 2019 diluted earnings per share includes an income tax charge of $86.0 million or $0.17 per share due to a revision to the estimated income tax charge of $968.8 million or $1.80 per share recognized in fiscal year 2018 resulting from the enactment of the Tax Cuts and Jobs Act of 2017.

LEADERSHIP TRANSITION AND APPOINTMENT OF NEW CHIEF FINANCIALEXECUTIVE OFFICER AND EXECUTIVE CHAIRMAN

In MarchNovember 2019, after 30 years of service with the Company Kenneth Lewis announced his retirementthe appointment of Jennifer M. Johnson as CFO. EffectivePresident and CEO, and of former CEO Gregory E. Johnson as Executive Chairman, of May 6, 2019, Mr. Lewis transitioned to an executive advisory role and Matthew Nicholls was appointed as our new CFO. With more than two decades of banking experience in global asset management, Mr. Nicholls brings a wealth of industry experience and an outside perspective to the Company. To attractThe CEO appointment was approved by the Company’s Board of Directors, and retainboth appointments became effective at the Company’s 2020 Annual Meeting of Stockholders on February 11, 2020.

As President and CEO, Ms. Johnson is responsible for the operation of all aspects of the business, and she sets long-range strategic objectives and drive corporate priorities. As Executive Chairman, Mr. G. Johnson continues in his role as Chairman of the Company’s Board, and plays an officeractive role within the organization, represents the Company with key stakeholders, consults on significant decisions such as merger and acquisition opportunities, and advises on the strategic direction of his caliber and experience, we offered Mr. Nicholls a competitive compensation package, as described further below.the firm.

SUMMARY OF OUR COMPENSATION PRACTICES

Our pay practices demonstrate our commitment to responsible compensation and governance practices.

What We Do ✓Align pay with performance: a significant portion of total compensation for all NEOs is performance-based ✓Grant long-term awards based on meaningful performance measures ✓Maintain a clawback policy ✓Require significant stock ownership ✓Limit perquisites ✓Retain an independent consultant to the Compensation Committee ✓Mitigate excessive risk by regularly reviewing incentive compensation plans and compensation practices ✓Engage with stockholders to discuss compensation practices

What We Don’t Do ✕Provide excessive severance benefits ✕Enter into change in control agreements with NEOs ✕Provide excise tax gross-ups ✕Reprice underwater stock options ✕Permit hedging of Company stock ✕Allow pledging of Company stock received as compensation ✕Offer executive retirement plans ✕Pay dividends or dividend equivalents to NEOs on unvested performance shares

STOCKHOLDER ENGAGEMENT

As in past years, we continued our formal stockholder engagement programcontinue to engage with stockholders to provide stockholders with thean opportunity for them to express their views so that we may consider them as we evaluate our governance practices and executive compensation program. We value our stockholders’ interest and feedback, and we are committed to maintaining an active dialogue to ensure that we understand the priorities and concerns of our stockholders with respect to best practices for governance matters and executive compensation. In November 2019, our independent Lead Director, Peter Barker, invited unaffiliated stockholdersfiscal year 2020,

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(collectively holding approximately 45%

our conversations with stockholders focused primarily on policies for membership on other boards and compensation program disclosures. For fiscal year 2021, we plan to expand our Board’s opportunities to consider stockholder feedback by increasing our outreach to stockholders to include engagement after the filing of our proxy statement for the annual meeting of stockholders, as well as during the third quarter of the Company’s unaffiliated shares) to have a call to understand and consider their views on these matters. The majority of these unaffiliated stockholders did not choose to have a call, and the feedback received did not include any significant suggested changes to our executive compensation program.

fiscal year.

EVALUATION OF “SAY ON PAY”

At our 20172020 Annual Meeting, our stockholders had the opportunity to cast a non-binding, advisory vote on the compensation of our NEOs (a “say-on-pay proposal”). More thanApproximately 97% of the votes cast were in favor of the Company’s say-on-pay proposal. The Compensation Committee believes this reflects general shareholderstockholder support for our executive compensation program and philosophy and intends to continue its practice of linking executive compensation with Company performance.

At our 2017 Annual Meeting, an advisory vote was taken on the frequency with which we ask our stockholders to provide an advisory vote on our executive compensation program. We proposed that such vote be held every three years. Ayears, and a majority of the votes cast were in favor of holding the say-on-pay vote every three years.

Our say-on-pay proposal detailed in Proposal No. 4 gives our stockholders the opportunity to vote, on an advisory basis, on our executive compensation at our 2020 Annual Meeting.that proposal. The next say-on-pay and say-on-frequency votes are expected to be held in 2023.

Executive Compensation Overview

OBJECTIVES OF THE COMPENSATION PROGRAM

Each element of compensation paid to our NEOs is designed to support one or more of the Company-wide or business unit performance objectives described below.

Company-wide Objectives

In order to link executive compensation to our performance, the Compensation Committee considers a number of financial and non-financial objectives it believes further the growth and welfare of the Company.

The Compensation Committee has placed an emphasis on the following metrics:

●	investment management performance
●	operating profit margin
●	pre-bonus operating income
●	operating income growth
●	total return to stockholders
●	earnings per share

Business Unit Objectives

The Company-wide performance measures are driven by and reflect the combined performance of our numerous individual business units. The Compensation Committee recognizes, however, that such Company-wide measures may not fully reflect the individual performance and contributions made by our separate business units and their respective leaders. The Compensation Committee therefore believes that individual objectives should also be set for the executives that are linked to the growth and development of their respective business units. Such goals 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 Compensation Committee seeks to reward executives who achieve such objectives as they are designed to improve business unit performance and contribute to the performance of the Company as a whole.

COMPENSATION PHILOSOPHY

The Compensation Committee believes that executive compensation should be linked with our performance and significantly aligned with the interests of our stockholders. In addition, executive compensation is designed to allow us to recruit, retain and motivate employees who play a significant role in our current and future success.

The compensation of the NEOs should be understood within the context of our business. We are a global, full-service investment management organization focused on long-term performance. One of the Compensation Committee’s main goals is to focus the executives on our long-term performance. The Compensation Committee believes that long-term awards are an effective tool for aligning the executives’ interests with long-term stockholder interests in order to increase overall stockholder value. In addition, the NEOs implement long-term initiatives for the Company that, by definition, take more than one fiscal year to accomplish. To focus our NEOs on long-term performance and foster retention, we grant our NEOs equity awards that are subject to performance-based vesting and, as described in the following paragraph, a portion of any awards earned by our NEOs under our Amended and Restated Annual Incentive Compensation Plan (“AIP”) or 2014 Key Executive Incentive Compensation Plan (“KEIP”) is paid in the form of restricted stock that is subject to a three-year service-based vesting schedule. In setting the performance vesting targets for such long-term awards, the Compensation Committee uses performance criteria that it believes are challenging but also

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achievable. In recent years, equity awards to our NEOs have been granted in the form of restricted stock and restricted stock units rather than options, in part, because the Compensation Committee believes that in the current market, restricted stock is a better motivational tool than options. The Compensation Committee may, however, in its discretion, award stock options to executives in the future. Long-term performance awards typically vest over a three-year period based on the achievement of predetermined Company

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financial performance goals and other specified performance objectives. In the event a performance measure is not achieved at or above a specified threshold level, the portion of an award tied to such performance measure is forfeited. In addition, in order to align further the NEOs’ interests with our stockholders, each NEO is expected to comply with our stock ownership guidelines.

In the asset management industry, executive pay typically is not determined on the basis of formulas and weighted metrics, because the business is highly dependent on the performance of markets, over which our management team has no control. The portiondynamics of markets and other external factors that impact our business during the course of the NEOs’ annual compensation linkedyear make initial weightings less relevant to what management should focus on during the year to deliver maximum stockholder value. Further, our short-term successbusiness is designed to motivate and reward executives to achieve certain short-term objectives and to attract and retain talented executives. In determining the amountbased on investment performance. That performance must be viewed over a long period of the NEOs’ annual incentive awards,time. Even though we do not use formulas, the Compensation Committee does not useuses a rigid formula basedrigorous performance assessment framework to set the overall bonus pool and determine individual bonuses. The Committee uses market data and performance metrics to establish pools for incentive awards, and applies its judgment to make compensation decisions for the named executive officers after conducting an in-depth review of performance, evaluating peer group pay and prior years’ actual total direct compensation and assessing qualitative factors relating to strategic priorities, rather than relying solely on a single metric or a combination of metricsformulaic results to calculate annual incentive award payouts. The Committee evaluates the CEO’s recommendations for other executive officers’ pay, taking into account peer group data and the CEO’s views on actual performance against the Company’s plan as the Compensationwell as her views on individual performance. The Committee believes that this would be inadequateprocess is an effective way to evaluate overall performance. The Compensation Committee usesassess the profitabilityquality of the firm asperformance and leadership demonstrated by the starting point to establish the maximum award pool under our AIP for all plan recipients. CEO and other executive officers.

For fiscal year 2019, awards2020, the Committee eliminated individual maximum bonus allocations, and instead determined that no individual NEO would be eligible to the NEOs (other than Mr. Nicholls) were made pursuant to our KEIP, which isreceive a sub-planmaximum award exceeding 40% of the AIP. Mr. Nicholls was eligible for an annual incentive awardKey Executive Pool (“KEP”) under the AIP. Mr. Lewis terminated employment on September 30, 2019,The Committee’s process for reviewing and did not receive a fiscal year 2019 incentive award underdetermining individual allocations remains unchanged, other than the KEIP.

Duringallocation of maximum bonus awards which is no longer required after the first quarterelimination of the fiscal year, the Compensation Committee established the maximum portionperformance-based compensation exception under Section 162(m) of the KEIP pool that may be awarded to each eligible NEO. U.S. Internal Revenue Code of 1986, as amended (the “Code”).

At the end of the fiscal year, in determining the actual amount to be awarded under the KEIP or AIP to each eligible NEO, the Compensation Committee useshas discretion to adjust the award and may use one or more of the Company-wide objectives and weightings for each NEO as described under “Company-wide Objectives for KEIP/AIP Awards” below. Amounts earned under both the KEIP and AIP are awarded in cash and restricted stock subject to service-based vesting. The actual objectives for each NEO used for compensation determinations for fiscal year 20192020 are set forth under “Individual Performance Measures and Achievements” below.

While retaining our compensation philosophy and a similar framework for determining NEO annual incentive awards, beginning with fiscal year 2020, the Compensation Committee expects to discontinue use of the KEIP in favor of relying solely on the AIP due to the 2018 changes in U.S. tax law (as discussed under “Tax Considerations”). For fiscal year 2020, the size of the AIP award pool for all plan participants willdid not exceed 30% of pre-bonus net operating income or “PBOI” (as defined under “Determination of Annual Incentive Awards” below).

Company-wide Objectives for KEIP/AIP Awards

Investment Performance:		1-, 3-, 5- and 10-year investment management performance; assets under management; and investment management revenue
Financial Results:		Annual revenue; earnings per share growth; earnings per share; net income; operating income; operating revenues; operating profit margin; pre-bonus operating income; and total return to stockholders
Strategic Initiatives:		Optimize global growth prospects; continue building enduring relationships with clients and business partners; strengthen employee engagement and leadership development; and maintain expense management

The Compensation Committee believes that the use of a strict formula-based program for annual awards could have inadvertent consequences such as encouraging the NEOs to focus on the achievement of one specific metric to the detriment of other metrics. In addition, tying compensation to a strict formula would not allow for adjustments based on issues beyond the control of the NEOs. The Compensation Committee recognizes that each NEO other than the CEO (each, a “Senior Executive”) may be most able directly to influence the business unit for which he or she is responsible and, as described above, believes it is appropriate to use negative discretion to adjust annual awards under the KEIPAIP to take into account the achievement of objectives that are directly tied to the growth and development of each Senior Executive’s business unit. Furthermore, with respect to our overall executive compensation program, the use of discretion provides the Compensation Committee with the flexibility to compensate our NEOs for truly exceptional performance without paying more than is necessary to incent and retain them.

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Execution of Our Philosophy

ROLE OF THE COMPENSATION COMMITTEE AND THE DECISION-MAKING PROCESS

Compensation decisions for our NEOs are made by the Compensation Committee with input from its independent compensation consultant, other senior members of management, and our CEO (with respect to other NEOs).

As our highest-ranking officer, the CEO is responsible for overseeing our operations and results, implementing our strategic objectives and providing direction and leadership to the Company. The Compensation Committee therefore believes that the CEO’s compensation should normally be higher than the compensation paid to the Senior Executives and that a large percentage of such compensation should be at risk and linked to the achievement of objectives based on our performance with regard to certain significant financial metrics.

While the Compensation Committee believes that our financial performance should be the main driver of CEO pay, it also believes that the CEO’s individual performance with regard to relevant non-financial objectives and achievements during the year should be taken into account. Historically, such non-financial objectives have included customer service, technology and human resource objectives, as well as goals regarding our compliance with laws and regulations and the maintenance of excellence in our corporate governance practices, among other things.

In setting the CEO’s compensation, every year the Compensation Committee reviews (i) our performance (both financial and non-financial), (ii) compensation reports (which we refer to as “tally sheets”) regarding the amounts paid to the CEO in prior years as salary, bonus and other compensation (including a sensitivity analysis regarding the CEO’s vested and unvested equity awards), (iii) relevant compensation benchmarks and practices at peer companies, and (iv) relevant non-financial information, such as data regarding achievements in the areas noted above. Based upon these reviews, the Compensation Committee determines the CEO’s incentive compensation for the current fiscal year. For fiscal year 2020, the Compensation Committee determined the compensation paid to Mr. G. Johnson and to Ms. Johnson, each of whom held the role of CEO during the fiscal year.

With respect to our Senior Executives, we conduct an annual review process in which goals are developed for each business unit with the CEO and the Senior Executive who leads the business unit. Each unit’s goals are specifically tailored because their different business functions are not always easily comparable. The goals and objectives established for each Senior Executive for fiscal year 20192020 are set forth in fiscal year 20192020 scorecards for each such Senior Executive. See “Individual Performance Measures and Achievements” below for a summary of the key performance objectives established for the NEOs and a summary of their fiscal year 20192020 achievements in respect of those objectives.

The Compensation Committee then reviews and discusses the evaluations, competitive compensation information, tally sheets and the compensation recommendations for each such Senior Executive that is provided to them by the CEO and our Human Resources Group, as described in “Role of Management” below. Based upon this review, the Compensation Committee assesses the reasonableness of the compensation recommendations and sets each Senior Executive’s incentive compensation.

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The following illustrates generally the Compensation Committee’s pay determination process throughout a fiscal year.

First Quarter ●Discuss established Company-wide priorities and key performance targets ●Go over individual annual bonus award objectives linked to the growth and development of respective business units ●Analyze industry trends in compensation			Second Quarter ●Review individual annual bonus award scorecards with the Compensation Committee, including strategic and line of business initiatives as well as key performance targets ●Review quarterly financial performance, focusing on year-over-year results with regard to Company-wide performance measures ●Assess progress toward corporate priorities and analyze potential impact to executive compensation
Fourth Quarter ●Review of fiscal year performance, including achievement of Company-wide priorities and key performance targets ●Evaluate fiscal year-to-date performance versus peers ●Compensation Committee determination of the percentage of pre-bonus operating income that will go into the award pool, with recommendation developed by HR and reviewed and endorsed by the CEO prior to Compensation Committee review ●Review of executive officer performance, with input from independent compensation consultant and CEO (for other NEOs) ●Finalize proposed award amounts to be approved in November			Third Quarter ●Complete review of prior year peer compensation and financial results provided by McLagan ●Senior members of the Human Resources Group meet with the CEO to discuss competitive compensation, retention, funding requirements and other significant compensation issues ●Review quarterly financial performance, focusing on year-over-year results with regard to Company-wide performance measures ●Consider stockholder feedback received during the fiscal year ●Assess progress toward corporate priorities and analyze potential impact to executive compensation

ROLE OF MANAGEMENT

The Compensation Committee works with members of management, including our CEO, to seek input regarding our executive compensation program. Twice a year the CEO evaluates each Senior Executive and his or her respective business unit’s progress in achieving its goals. In addition, the CEO works with senior members of our Human Resources Group to recommend the appropriate award amount for each Senior Executive based upon such performance. As part of this process, the Human Resources Group conducts and reviews an analysis of competitive compensation by peer companies (listed below under “Peer Group Companies”), compares previous year-over-year performance and compensation paid to the executive, 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. In addition, the Human Resources Group prepares tally sheets which include cash, equity and other compensation paid to each Senior Executive in prior periods as well as an analysis of the total projected wealth accumulation for such executive over the next five years. Upon completion of this review process, management presents the performance evaluations to the Compensation Committee and the CEO makes a recommendation regarding the appropriate level of incentive compensation in relation to the objectives achieved.

The Company’s management has engaged McLagan, a financial services industry compensation consultant to provide information on peer company compensation and pay trends. McLagan’s proprietary surveys and market data are used to analyze the competitiveness of the Company’s executive compensation program and to understand compensation forecasts and trends in the industry. The annual market data assessment of peer executive officers is created with McLagan’s guidance and provided to the Compensation Committee.

In addition, the Compensation Committee considers the recommendation of our Human Resources Group as to the appropriate size of the award pool. In preparing its recommendation, senior members of our Human Resources Group meet periodically with our CEO to discuss competitive compensation, retention, funding requirements and other significant compensation issues. In addition, the CEO meets with the CFO to review the quarterly financial performance of the Company over the most recent quarters and the last two years, and in particular focuses on the Company’s year-over-year results with regard to the Company-wide performance measures set forth under the heading “Company-wide Objectives for KEIP/AIP Awards” above. The recommendation is reviewed and endorsed by the CEO prior to its presentation to the Compensation Committee.

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PEER GROUP COMPANIES

The Company’s Human Resources Group, in conjunction with McLagan, compares the NEOs’ compensation to the compensation of executive officers performing similar functions among a peer group of other investment management companies. This comparison takes into account our performance relative to these peer companies, the executives’ comparative roles, responsibilities for the performance of such companies, and the market size and composition data for such peer companies. The Human Resources Group also reviews compensation data from a survey of management and administration positions in investment management organizations published by McLagan. McLagan is engaged by the Company to provide this additional peer compensation information because of the complexity of identifying a reasonable and appropriate competitor group, particularly given the differences in size and business mix between us and certain of our publicly traded peer group companies. TheExcept as modified as a result of mergers and acquisitions, the peer group companies reviewed this year were the same as the last nine10 years. For fiscal year 2019,2020, our peer companies were:

●	Affiliated Managers Group Inc.
●	AllianceBernstein L.P.
●	BlackRock, Inc.
●	BNY Mellon Asset Management
●	Eaton Vance Corp.
●	Federated InvestorsHermes Inc.
●	Invesco Ltd. (as in existence prior to its merger with Oppenheimer Funds, Inc. in May 2019)
●	Janus Henderson Group
●	JP Morgan Asset Management
●	Legg Mason, Inc. (acquired by the Company on July 31, 2020)
●	MFS Investment Management
●	Oppenheimer Funds, Inc. (as in existence prior to its merger with Invesco Ltd. in May 2019)
●	PIMCO Advisers, L.P.
●	T. Rowe Price Group

The Compensation Committee reviews such public and privately held companies’ compensation for comparison purposes, but this review is only one of several factors that are considered by the Compensation Committee in setting compensation. Our fiscal year ends on September 30th, whereas that of all but onetwo of the peer group companies ends on December 31st, such that any meaningful compensation comparison must rely on available data covering time periods that do not correspond exactly and during which more beneficial or more adverse economic conditions affecting compensation may have prevailed. The Compensation Committee used 20182019 peer market data received from McLagan to compare NEO total compensation (comprised of base pay, bonuses and equity compensation) against the total compensation for executives in similar positions at the peer group companies. The Compensation Committee’s decision on the level of compensation awarded reflected our performance for fiscal year 20192020 versus our peer group companies, as well as consideration of our operating margin, expense management and execution of our strategic initiatives, among other items. Although relative ranking information is considered by the Compensation Committee in evaluating compensation for our NEOs, the Compensation Committee does not target a specific percentile ranking for any component of, or the aggregate total of, NEO compensation.

ROLE OF COMPENSATION CONSULTANT

The Compensation Committee has the sole authority to retain and terminate any compensation consulting firm directly assisting it in the evaluation of director or executive compensation. The Compensation Committee also has the sole authority to approve fees and other retention terms for its consultant.

The Compensation Committee has directly retained Exequity LLP (“Exequity”) as its compensation consultant to provide objective analyses of, and counsel on, our executive compensation program and practices. Exequity’s role is set by the Compensation Committee. Throughout the year, Exequity is asked to review and comment objectively on management proposals and presentations to the Compensation Committee covering all elements of compensation paid to the NEOs. Exequity also provides counsel on general market trends and technical developments, and input on the sizeamount and structure of pay for the non-employee directors of the Board. Under the terms of its engagement, Exequity is required to obtain the prior written approval of the Compensation Committee before Exequity or any of its affiliates performs any non-executive compensation related services for the Company or its subsidiaries. Exequity is required to report to the Compensation Committee any such services and fees annually and upon the reasonable request of the Compensation Committee. There were no such services during fiscal year 2019.2020.

The Compensation Committee recognizes that it is essential to receive objective advice from compensation consultants. The Compensation Committee selects its compensation consultant only after taking into consideration all factors relevant to the consultant’s independence including the following:

●	Provision of other services to the Company by the consultant’s firm;
●	Aggregate fees paid by the Company and fees as a percentage of the total revenue of the consultant’s firm;

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●	Policies and procedures of the consultant’s firm designed to prevent conflicts of interest;
●	Any business or personal relationships between the consultant, the consultant’s firm and any Compensation Committee member or executive officer of the Company; and
●	Whether the consultant holds shares of the Company’s stock.

During fiscal year 2019,2020, the Company paid Exequity $23,950$33,280 in consulting fees directly related to services performed for the Compensation Committee.

Components of Compensation Program and Fiscal 20192020 Compensation

The compensation program for the NEOs consists primarily of base salary and incentive compensation comprised of a combination of cash and equity, based upon the achievement of business unit and Company-wide objectives as described below.

Each element of compensation is designed to reward the achievement of different objectives as summarized below:

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
SHORT-TERM INCENTIVE COMPENSATION (AIP/KEIP (AIP CASH AWARDS)		●Success in achieving annual objectives		●Motivates executives to achieve specific Company-wide and business unit objectives ●Provides competitive compensation to attract and retain talented executives
LONG-TERM INCENTIVE and RETENTION COMPENSATION (LONG (LONG TERM PERFORMANCE / RETENTION EQUITY AWARDS and AIP/KEIPAIP EQUITY AWARDS)		●Continued excellence and attainment of objectives over time ●Success in long-term growth and development		●Motivates executives to achieve long-term business unit and Company-wide objectives ●Aligns the executives’ interests with long-term stockholder interests in order to increase overall stockholder value ●Provides competitive compensation to attract and retain talented executives ●Retains the services of key executives with the Company

20192020 CEO AND OTHER NAMED EXECUTIVE OFFICER PAY MIX
The following charts show the various components of the compensation paid or granted to our CEO and Senior Executives in respect of fiscal year 2019.2020. They illustrate the Compensation Committee’s emphasis on equity-based and performance-based components of our executive compensation program.

COMPENSATION MIX
CEO and Average Senior Executive Pay

Base Salary

Annual Incentive Cash

Annual Incentive Restricted Stock (Time Vesting)

Performance-based Long-Term Restricted Stock

Total Performance-based

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Base Salary
The Compensation Committee believes that base salaries for our NEOs should be limited to a reasonable base compensation for the day-to-day performance of their job responsibilities, and that the majority of their pay should be in variable compensation tied to performance. Base salaries are evaluated by the Compensation Committee annually for all NEOs and in general remain static unless the individual is promoted, or the Compensation Committee determines that an adjustment is necessary due to compensation or economic trends in the industry.

No NEOs received a base salary increase during fiscal year 2019. Mr. Nicholls’ annualEffective April 13, 2020, the base salary of $525,000each NEO was established through arm’s length negotiation atreduced by 20%, in connection with the time of hire.Company’s expense management efforts. For fiscal year 2021, beginning October 1, 2020, base salaries were restored to prior fiscal year 2020 amounts.

Incentive Compensation

The Compensation Committee encourages NEOs to enhance our performance by linking a significant portion of their compensation to the achievement of business unit, Company-wide and individual objectives. NEO incentive compensation is awarded under our KEIP or our AIP with the amount of such compensation determined based on performance for the most recently completed fiscal year and made in the form of cash and equity, with the equity portion granted under our Amended and Restated 2002 Universal Stock Incentive Plan (“USIP”) and subject to a three-year service-based vesting schedule. Under the terms of his offer letter, Mr. Nicholls is eligibleNEOs receive dividends on unvested service-based awards, as and when dividends are paid to earn an annual incentive of $2.6 million for each of fiscal years 2019 and 2020.stockholders. Additional long-term incentive compensation is awarded to our NEOs in the form of performance-based equity also granted under our USIP. From time to time, we also grant retention awards designed to attract, retain and reward the performance of our NEOs.

INDIVIDUAL PERFORMANCE MEASURES AND ACHIEVEMENTS
Each year, the Compensation Committee reviews the performance objectives established for the NEOs, as outlined in their respective fiscal year scorecards. Key performance objectives established for our NEOs to determine fiscal year 20192020 short-term incentive compensation and a summary of their fiscal year 20192020 achievements are set forth below.

The objectives for the awards for our CEO Greg Johnson, were weighted as follows:

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Gregory E. Johnson Chairman of the Board and Chief Executive Officer

Investment Performance (50%) Under Mr. G. Johnson’s leadership, our investment performance remained competitive: ●As of September 30, 2019, 50%, 47%, 39%, and 56% of our total assets under management ranked in the top two quartiles of their peer groups for the one-, three-, five-, and ten-year periods through September 30, 2019, respectively. ●The majority of assets under management in our U.S. equity strategies ranked in the top two quartiles for the one-, three-, five-, and ten-year periods through September 30, 2019, at 87%, 69%, 67% and 73%, respectively. Financial Results (30%) Under Mr. G. Johnson’s leadership: ●We returned almost $1.3 billion (107% of net income) to shareholders this year, including regular dividends totaling $1.04 per share and the repurchase of 24.6 million shares, which continued to materially exceed share issuance. ●Long-term gross sales of $100.6 billion, while down 4% from the prior year, continued to reflect the Company’s diversified mix of assets under management by investment strategy, client type and geographic region. Net flows of ($31.8) billion are an improvement from the prior year of ($38.0). ●Invested in growth areas of our business, and successfully focused on cost management activities in fiscal year 2019 to offset those expenses. ●Operating income was $1.6 billion, compared to $2.1 billion in fiscal year 2018, due to several non-recurring expenses associated with the implementation of cost reduction initiatives. Strategic Initiatives (20%) Under Mr. G. Johnson’s guidance, we made significant progress on our multi-year corporate priorities and key strategic initiatives to grow our core business and develop and promote new capabilities. ●During fiscal year 2019, we: ●Completed the acquisition of Benefit Street Partners, a leading alternative credit manager, strengthening our alternative offerings and expanding our fixed income capabilities to include a range of alternative credit strategies. ●Increased U.S. retail sales 12% over fiscal year 2018, due to the success of several initiatives designed to better serve our clients in the Separately Managed Account (SMA), Defined Contribution, Insurance, Private Wealth and Wirehouse channels. ●Continued to expand our product offerings to international clients and build important relationships with global gatekeepers in key markets. Several international markets experienced improved flows this year, including India, Taiwan, Hong Kong, the Gulf and Eastern Mediterranean Region and Malaysia. ●Further enhanced the Company’s specialized Multi-Asset Solutions capabilities to secure key wins with notable clients. ●Continued to build our Exchange Traded Fund (ETF) product line. Sales increased globally and assets under management (AUM) reached nearly $5 billion at fiscal year-end. ●Navigated the complex global regulatory environment to launch new products, including the launch of several new types of investment vehicles and strategies for alternatives and multi-asset investment funds and products, and the planned launch of a tokenized money market fund. ●Continued to implement our FinTech investment strategy and deploy rapid development projects in support of investment process enhancements and distribution channel expansion. ●Effectively managed our global real estate footprint, including expanding our global headquarters in San Mateo, CA, and leasing existing properties to generate revenue.

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Jennifer M. Johnson President and Chief Executive Officer, and Former Chief Operating Officer, oversees the majority of investment management teams and all related investment management support services. She also is responsible for global distribution, marketing and product development. In addition, Ms. Johnson oversees client service, fund administration, global technology and the Fiduciary High Net Worth business.

Investment Performance (50%) ●Ms. Johnson, partnering closely with our CEO and newly hired CFO, led key strategic initiatives to grow our core business and drive long-term growth.Approximately half of mutual fund assets outperformed their peers over the standard time periods, including over 100 funds rated 4 or 5 stars by Morningstar.(1) ●Ms. Johnson successfully executed strategic organizational changes to strengthenStrong investment performance with 63%, 69%, 73% and 84% of institutional assets beating the leadership teamapplicable benchmark for the 1-, 3-, 5- and enhance our organizational structure. Ms. Johnson:10-year periods, respectively—most notably in fixed income and alternatives. Financial Results (30%) ●Declines in key measures are partially a result of the unprecedented impact of the global pandemic and one of the sharpest market corrections in history, which negatively impacted revenue and also resulted in accelerated outflows. FY2020 results also reflect the addition of Legg Mason for the last two months of the fiscal year. ●Appointed a new Chief Investment Officer (CIO)Began reporting non-GAAP measures to provide useful indicators of the Global Fixed Income Group.Company’s financial performance and help investors in evaluating the Company’s relative performance against industry peers: ●Named a new CIOOperating income of $1.05 billion declined from $1.47 billion in the Templeton Global Equity Group.prior year. Adjusted operating income(2) was $1.49 billion, compared to $1.65 billion for FY2019. ●Named the HeadOperating margin for FY2020 was 18.8% vs. 25.9% in FY2019. Adjusted operating margin(2) of Benefit Street Partners38.5% compared to lead the FT Alternatives business.42.6% in FY2019. ●Successfully managed the retirement and transition of several key investment personnel on the Franklin Equity and Mutual Series teams. ●Created new Distribution leadership roles, including a Head of SMAs, a Head of Private Wealth Division and a Director of Portfolio Construction. These leaders will help the firm strengthen our distribution channels and continueDiluted earnings per share fell from $2.35 last year to design the right products$1.59 for the future. ●Ms. Johnson was actively involved withyear ended September 30, 2020, a decline of 32%. Adjusted diluted earnings per share(2) were $2.61 compared to $2.62 for FY2019, a positive result in light of the acquisition and integration of Benefit Street Partners. ●She oversaw the expansion of our Multi-Asset Solutions capabilities resulting in several platform wins. ●Ms. Johnson led the SEC filing of a preliminary prospectus for the first tokenized money fund in the industry leveraging blockchain technology. ●She continued to build out investment management data science and expanded investment research data to include both traditional market data and alternative data. ●Ms. Johnson expanded external FinTech incubator partnerships and completed the build-out of Franklin Templeton’s FinTech Incubator to identify FinTech start-ups for potential investment and partnership. ●Announced the outsourcing of certain fund administration functions to third party administrators beginning in fiscal year 2020.challenging environment. ●Executed on capital management strategy with share repurchases and cash dividends totaling $219 million and $542 million, respectively. ●On track to realize $300 million of gross synergies from the corporateLegg Mason transaction, with 85% of run-rate savings expected to be realized by the end of fiscal year 2021. The cost management initiativeto achieve these savings is expected to be approximately $200 million, which is $150 million less than originally anticipated. ●Expect to realize approximately $600 million of cash tax benefit related to the various tax attributes and deductions which carried forward in the Legg Mason transaction, a 20% increase from our initial estimate. ●Completed the public offering of $750 million aggregate principal senior notes due 2030, issuing at a 1.6% coupon and pre-funding our intention to call higher coupon junior subordinated notes, which are callable at par in March and September 2021. ●Strong balance sheet continues to provide us with tremendous flexibility to evolve our business. Strategic Initiatives (20%) Successfully transitioned to President and CEO in February 2020. Partnered with Mr. G. Johnson to make significant progress on our multi-year strategic focus in FY2020 to drive organic growth, execute on M&A, and position the Company to capitalize on increased industry change and emerging technologies, including: ●Announced and completed the significant acquisition of Legg Mason and its Specialist Investment Managers (SIM), the largest acquisition in our Company’s history. Through thoughtful and disciplined integration planning, the transaction closed two months earlier than initially planned, resulting in significant reduction to overall budget spend in fiscal year 2020.additional and accelerated savings. ●As part of the acquisition, redesigned our Global Distribution model, with an emphasis on increased end-to-end accountability for regional growth.

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●	Successfully executed strategic organizational changes to strengthen the leadership team and enhance our organizational structure by selecting key leaders from both the Company and Legg Mason, as well as external hires.

●	Appointed a new Head of Global Distribution
●	Appointed a new Head of U.S. Distribution
●	Created the new role of Chief Diversity Officer
●	Created the new role of Head of Global Alliances and New Business Strategies
●	Created the new role of Chief Risk and Transformation Officer

●	Announced the combination of Franklin Templeton Multi-Asset Solutions and QS Investors, formerly a Legg Mason SIM, to create Franklin Templeton Investment Solutions and strengthen our ability to customize multi-asset portfolios for our clients.
●	Completed strategic acquisitions of Athena Capital and Pennsylvania Trust, increasing our high net worth group by $10 billion in AUM and positioning us for growth by expanding our capabilities in areas such as socially responsible investing and disability trusts.
●	Continued to expand our Exchange Traded Fund (ETF) product line. Sales increased globally and assets under management (AUM) topped $10 billion at fiscal year-end.
●	Acquired AdvisorEngine, a digital wealth platform for U.S. advisory firms and invested in Embark, a fast growing, diversified, financial services business that is one of the largest retirement solutions providers in the UK.
●	Launched the Company’s Silicon Valley fintech incubator in October 2019, which is now home to 11 fintech startups that are part of this hub for disruptive innovations. The technologies being developed include cyber security, data science, deep learning, and artificial intelligence, as well wealth management and pension-like insurance products.
●	Created a new centralized risk group under the Chief Risk and Transformation Officer, reporting to Mr. Nicholls, including Investment Risk Management, Cyber Risk Management, and Enterprise Risk Management, as well as the Sarbanes-Oxley process. The reorganization of risk functions is designed to drive increased use of data analytics in managing key risks.
●	Maintained fiscal responsibility through expense management measures, including completion of the outsourcing of certain fund administration functions to third-party administrators, strategically reducing technology spend, and focused workforce reductions. As a result of the Legg Mason transaction, identified $300 million in expense savings from corporate holding company functions.

In addition, Ms. Johnson:

●	Led the corporate response to COVID-19, and smoothly and efficiently enabled 98% of employees to work-from-home at the onset of the pandemic and maintained organizational stability and high-quality service throughout.
●	In response to the extreme pandemic-related market volatility, increased interaction between our investment teams and clients, including delivering robust value-add programs, increasing thought-leadership commentary, and engaging with clients via video meetings.
●	In addition to hiring a Chief Diversity Officer, continued to champion the importance of diversity and inclusion through multiple internal initiatives and support of our Business Resource Groups. In September, joined Connecticut State Treasurer Shawn Wooden and a coalition of CEOs to advance racial and economic security and opportunity.
●	Communicated regularly with employees to share our corporate strategy and ensure transparency.

(1)	© 2020 Morningstar, Inc. All rights reserved. The information herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.
(2)	See discussion of supplemental non-GAAP financial measures, including reconciliations of adjusted operating income, adjusted operating margin and adjusted diluted earnings per share on pages 50–53 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020.

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Gregory E. Johnson Executive Chairman and Chairman of the Board, and Former Chief Executive Officer

Investment Performance (50%) ●Approximately half of mutual fund assets outperformed their peers over the standard time periods, including over 100 funds rated 4 or 5 stars by Morningstar.(1) ●Strong investment performance with 63%, 69%, 73% and 84% of institutional assets beating the applicable benchmark for the 1-, 3-, 5- and 10-year periods, respectively—most notably in fixed income and alternatives. Financial Results (30%) ●Declines in key measures are partially a result of the unprecedented impact of the global pandemic and one of the sharpest market corrections in history, which negatively impacted revenue and also resulted in accelerated outflows. FY2020 results also reflect the addition of Legg Mason for the last two months of the fiscal year. ●Began reporting non-GAAP measures to provide useful indicators of the Company’s financial performance and help investors in evaluating the Company’s relative performance against industry peers: ●Operating income of $1.05 billion declined from $1.47 billion in the prior year. Adjusted operating income(2) was $1.49 billion, compared to $1.65 billion for FY2019. ●Operating margin for FY2020 was 18.8% vs. 25.9% in FY2019. Adjusted operating margin(2) of 38.5% compared to 42.6% in FY2019. ●Diluted earnings per share fell from $2.35 last year to $1.59 for the year ended September 30, 2020, a decline of 32%. Adjusted diluted earnings per share(2) were $2.61 compared to $2.62 for FY2019, a positive result in light of the challenging environment. ●Executed on capital management strategy with share repurchases and cash dividends totaling $219 million and $542 million, respectively. ●On track to realize $300 million of gross synergies from the Legg Mason transaction, with 85% of run-rate savings expected to be realized by the end of fiscal year 2021. The cost to achieve these savings is expected to be approximately $200 million, which is $150 million less than originally anticipated. ●Expect to realize approximately $600 million of cash tax benefit related to the various tax attributes and deductions which carried forward in the Legg Mason transaction, a 20% increase from our initial estimate. ●Completed the public offering of $750 million aggregate principal senior notes due 2030, issuing at a 1.6% coupon and pre-funding our intention to call higher coupon junior subordinated notes, which are callable at par in March and September 2021. ●Strong balance sheet continues to provide us with tremendous flexibility to evolve our business. Strategic Initiatives (20%) ●With the Board, developed the timeline and benchmarks for the new CEO’s development and onboarding plan. Successfully transitioned the President and CEO role to Ms. Johnson in February 2020 and became Executive Chairman. ●Led lengthy negotiations to acquire Legg Mason, partnering with Ms. Johnson and Mr. Nicholls. Announced and completed the significant acquisition of Legg Mason and its SIMs, the largest transaction in our Company’s history. Through thoughtful and disciplined integration planning, the transaction closed two months earlier than planned, resulting in resulting in additional and accelerated savings.

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Matthew Nicholls Executive Vice President and Chief Financial Officer, responsible for the firm’s corporate finance and accounting functions, acquisitions, strategic planning, performance measurement, corporate taxation, AUM services, enterprise risk management, investor relations and corporate real estate and facilities. Mr. Nicholls joined Franklin Templeton in May 2019.

●Worked with Mr. Nicholls developedG. Johnson and Ms. Johnson to finalize the FY2020 strategic priorities, a multi-year strategic focus to drive organic growth, execute on M&A, and position the Company and its subsidiaries to capitalize on increased industry change and emerging technologies. ●Executed on strategic plan with the CEO and President to strengthen and diversify the asset management and wealth management businesses in several key areas, including proactively targeting potential acquisitions, as well as scaling certain product and distribution capabilities. ●Partnered with Mr. Nicholls completed a reviewG. Johnson and Ms. Johnson to drive all phases of our capital management practicesthe Legg Mason transaction. At the request of Ms. Johnson, led the holding company integration planning and execution. Completed the Company’s largest acquisition (Legg Mason) on July 31, 2020 – two months earlier than initially expected and identified value capture targets of $300 million in the context of our strategic options.total. ●He completed the processProvided strategic valuation, deal structuring, and negotiation support for Fiduciary Trust Company International’s acquisitions of reducing business operating costsAthena Capital and introducing additional efficiencies while continuing to invest in strategic initiatives. Efforts to adjust the cost structure of the business resulted in a fiscal year 2020 expense budget (excluding Benefit Street Partners), which is projected to be lower than the expenses incurred in fiscal year 2018.Pennsylvania Trust. ●Mr. Nicholls implemented enhancements toProvided advice and support for the firm’s annual budget review process and continues to maintainacquisition of AdvisorEngine which gives the Company’s fiscal discipline.Company a solid presence in digital wealth management for advisors. ●Mr. Nicholls restructuredAs a result of the firm’s corporate finance function, retained key leadershipCEO transition, increased CFO scope to include the newly created role of Chief Risk and successfully assumedTransformation Officer, who oversees the new centralized risk group, which includes Investment Risk Management, Cyber Risk Management, and Enterprise Risk Management, as well as the Sarbanes-Oxley process. Also added the Chief Communications Officer & Head of Corporate Planning to CFO responsibilities.direct report group. ●Under Mr. Nicholls’ leadership, we completedIn conjunction with the constructionLegg Mason integration, reorganized the Finance Leadership team and appointed four former Legg Mason executives, including naming a Head of Strategy & Corporate Development. ●Enhanced disclosures through the addition of supplemental non-GAAP information to provide useful indicators of the Company’s financial performance and relocationhelp investors in evaluating the Company’s relative performance against industry peers. ●Led financial reforecast, stress test, and re-budget in response to impact of employeesextended market volatility. ●Executed on capital management strategy with share repurchases and cash dividends totaling $219 million and $542 million, respectively. Facilitated product funding to new buildingssupport the business, including $433 million in seed capital purchases to support fund and share class launches or re-seeding across 128 investment products. ●Executed tax planning project to significantly improve the utilization of the Legg Mason tax attributes, resulting in the preservation of approximately $600 million in cash tax savings. Analyzed and determined best tax strategies globally. ●Completed the public offering of $750 million aggregate principal senior notes due 2030, issuing at a 1.6% coupon and pre-funding our global headquartersintention to call higher coupon junior subordinated notes, which are callable at par in San Mateo, CA as well as Poznan, Poland. EffortsMarch and September 2021. ●In response to maximize the efficient use of space via leasing out portions ofCOVID-19 related market volatility, created a cross-functional team led by Investment Risk Management to monitor redemptions and fund liquidity. ●Evaluated the Company’s real estate assets are expectedportfolio for savings and efficiencies. Developed plan to generate approximately $30 millioncombine the real estate portfolios of revenueLegg Mason and the Company, seeking to reduce or eliminate redundancies in fiscal year 2020.our real estate footprint wherever possible.

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Craig S. Tyle Executive Vice President and General Counsel, responsible for Legal, Regulatory Compliance, and Investment Compliance.

●Provided extensive legal and compliance advice and support in connection with the acquisition of Legg Mason, and subsequent sale of Entrust Global to that entity’s management. Coordinated and secured requisite regulatory and securities oversight approval applications as well as fund board, fund shareholder, and institutional client approvals. ●Provided legal and compliance support and advice in connection with the acquisition of two high net worth firms, Pennsylvania Trust and Athena Capital. ●Provided legal and compliance advice on the impact of COVID-19, including advice related to the remote working environment, new regulatory guidance related to the crisis, and the extraordinary volatility of the global markets and implications resulting from this, including liquidity and valuation issues. ●Provided legal advice and support in connection with the restructure of the Company’s operations in the European Union, among other things, to ensure the company is well positioned for Brexit which will take place in December 2020. ●Provided legal and regulatory advice on various key new governance requirements globally, including the U.K. Financial Conduct Authority Assessment of Value rules for retail funds, and circular 18/698 issued by the Commission de Surveillance du Secteur Financier in Luxembourg. ●Strengthened the legal and compliance teams with a mix of Company and Legg Mason talent.

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Craig S. Tyle Executive Vice President and General Counsel, responsible for Legal, Global Compliance, and Investment Compliance.

Under Mr. Tyle’s leadership, the teams: ●Provided extensive legal and compliance advice and support in connection with the acquisition of Benefit Street Partners. ●Provided legal advice and support in connection with the implementation of a project to restructure branch offices in the European Union, among other things, to address any possible complications arising from Brexit. ●Provided legal advice and support in connection with the global offering of several new types of investment vehicles and strategies, including various alternative strategies and multi-asset investment funds and products, as well as the planned launch of a tokenized money market fund. ●Provided legal advice and support in connection with the launch of several new ETFs in the U.S., Canada and Ireland. ●Provided legal and compliance advice in connection with the implementation of several new regulations globally, including SEC Regulation Best Interest, the California Consumer Privacy Act, the U.K. Financial Conduct Authority “Value for Money” requirements and enhanced standards for investment fund managers set forth by the Luxembourg financial sector regulator (Commission de Surveillance du Secteur Financier). ●Successfully completed an upgrade of our investment compliance system. ●Implemented cost reduction strategies by negotiating discounts with vendors and continued to develop and leverage global resources.

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Jed A. Plafker Executive Vice President, responsible for global retail and institutional distribution efforts, including product development and global marketing services.services; also responsible for Global Alliances and New Business Strategies effective June 10, 2020.

Under Mr. Plafker’s leadership,●Led Global Advisory Services (GAS) for the teams:full fiscal year. In June 2020, also filled a newly created role, EVP, Global Alliances and New Business Strategies, reporting to Ms. Johnson. ●Named a team of senior leaders to support his new role, drawing upon a mix of Company and Legg Mason talent. ●Partnered with Ms. Johnson to drive the redesign of Global Distribution. Assisted with onboarding the new Head of Global Distribution to ensure continuity for clients. Realized close to 100% client retention through the integration process. ●Continued to strengthen and augment our global advisorythe GAS team withby expanding the specialist roles focused on maximizing our global distribution efforts in corekey areas, including Alternatives, SMAs, Private Wealthalternatives, separately managed accounts, private wealth, and ETFs. ●Focused on integration efforts with Benefit Street PartnersLegg Mason ensuring clients were at the forefront while managing budgetary expectations. ●Significant progress made to alignestablish new operating model – key leadership roles identified and talent selected. ●Cross-selling enabled in each region, accompanied by comprehensive training of our distribution strategy with our expanded investment capabilities.sales team. ●Partnered with our investment teams to ensure our product range remained relevant tofor our clients by:clients. ●Introducing revised point-of-sale pricing to meetExpanded the changing needs of advisors in the U.S. ●Developing and launching a range of fixed maturity products for our global client base, providing yield in a low interest rate environment. ●IntegratingEnhanced the Company’s ETF offering to ensure we can compete in key strategies, leveraging extensive investment expertise. ●Integrated a product development incubation strategy to ensure continued focus on new idea generation, prioritizingprioritization of ideas for incubation and enabling the launch of high impact solutions with meaningful track records. ●Directed attention toward delivering our thought leadership perspective, and addressing macro trends in the industry through: ●Expanding our thought leadership library (FT Thinks) and promoting a new quarterly publication cycle featuring views on core investment strategies and themes. ●Adapting distribution focus around sustainability and environmental, social and governance (ESG) to align with Franklin Templeton’s integrated approach to responsible investing for better client outcomes.record. ●Championed the use of technology to build a robust digital ecosystem bringing scale and efficiency across the organization by:organization. ●DevelopingDrove the acquisition of AdvisorEngine, a technology platform that includes a robo-advisor and launching our private wealth digitaltools to digitize advisors’ businesses, providing the Company with a platform in Canada, with plans forto promote investment models to a targeted roll out.wider audience. ●Promoting our FinTech partnerships as value add to our global partners.Developed and introduced the Company’s Goal Optimization Engine (GOE), a proprietary, goals-driven solution. ●DevelopingEnsured the organization proactively responded to market volatility and creating a market-ready, goals-based investing engine for our U.S. broker-dealer relationships.the changing face of distribution resulting from COVID-19. ●Continued strengthening our global brandPivoted to ensure our identity is known, relevantvirtual selling by significantly increasing the use of video calls and visible through the Reach for BetterTM marketing campaign and targeted global advertising efforts.other collaborative technologies.