Form 4: Franklin Resources Director Karen King Reports Acquisition of Deferred Compensation Shares

Franklin Resources, Inc. Director Karen Matsushima King reported the acquisition of 1,304.4372 units of deferred director's fees, valued at $24.34 per unit, under the company's 2006 Directors Deferred Compensation Plan.

Summary

• Director Karen Matsushima King acquired 1,304.4372 units of deferred director's fees on July 1, 2025.
• These fees are part of a hypothetical investment account under Franklin Resources, Inc.'s 2006 Directors Deferred Compensation Plan.
• The value of the acquired units was based on Franklin Resources, Inc. stock performance, including reinvested dividends, at a price of $24.34 per unit.
• Following this transaction, King beneficially owns 55,859.4113 units of deferred director's fees.
• The deferred fees are payable in cash in substantially equal quarterly installments over ten years, commencing on the earlier of January 20, April 20, July 20, or October 20 immediately following the director's separation from service.
• The director has the option to transfer the hypothetical investment account amount into an alternative investment account not based on Franklin Resources, Inc. stock performance, effective as of the first day of any calendar quarter.

Sentiment

Score: 7

Explanation: The filing is routine and indicates a director's continued participation in a compensation plan tied to company performance, which is generally a positive sign of alignment, though not a significant market event.

Positives

• The acquisition of deferred director's fees indicates continued participation and alignment of a director's interests with shareholder value through the company's stock performance.
• The 2006 Directors Deferred Compensation Plan provides a structured mechanism for compensating directors, which is a common corporate governance practice.

Risks

• No specific risks are mentioned in this Form 4 filing. The value of the deferred compensation is tied to the performance of Franklin Resources, Inc. stock, which inherently carries market risk.

Future Outlook

The deferred director's fees are structured to be paid out in cash over ten years in quarterly installments following the director's separation from service. The director retains the flexibility to transfer the hypothetical investment account into an alternative investment not tied to Franklin Resources, Inc. stock performance at the start of any calendar quarter.

Management Comments

• The deferred director's fees are calculated based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries.
• Reporting Person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

Industry Context

This Form 4 filing details a routine deferred compensation transaction for a director, which is a common practice in the financial services industry. Such plans are designed to align the interests of directors with long-term shareholder value by tying a portion of their compensation to the company's stock performance, while also providing tax deferral benefits.

Comparison to Industry Standards

• Deferred compensation plans for directors are standard practice across publicly traded companies, particularly in the financial sector, to retain talent and align interests.
• The structure of tying deferred compensation to company stock performance, as seen with Franklin Resources, Inc. (BEN), is comparable to similar plans at other large asset managers like BlackRock (BLK) or T. Rowe Price (TROW), where director compensation often includes equity-based components or phantom stock units.
• The option for directors to diversify their deferred compensation out of company stock is also a common feature, offering flexibility and risk management for the individual, similar to provisions found in executive compensation plans at companies like Vanguard or Fidelity.

Corporate Governance

Related Party Transactions

• The acquisition of deferred director's fees by Karen Matsushima King, a director of Franklin Resources, Inc., under the company's compensation plan, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The deferred compensation plan aligns the director's financial interests with the long-term performance of the company's stock, potentially encouraging decisions that benefit shareholders.
• Employees: No direct impact on employees is indicated.
• Customers: No direct impact on customers is indicated.
• Suppliers: No direct impact on suppliers is indicated.
• Creditors: No direct impact on creditors is indicated.

Next Steps

• Quarterly installments of deferred fees will commence following the director's separation from service.
• The director may elect to transfer the hypothetical investment account to an alternative investment account at the beginning of any calendar quarter.

Key Dates

Keywords

Franklin Resources, BEN, Form 4, SEC filing, Director compensation, Deferred compensation, Equity ownership, Insider transaction, Corporate governance, Investment management