DEF: Franklin Resources FY25: Strategic Growth, AUM Shifts

Sentiment:

Proxy Statement 22 December 2025 11:01 AM

Franklin Resources reports $1.66 trillion AUM for fiscal year 2025, highlighting strategic diversification, strong alternatives fundraising, and a 20.3% CEO compensation increase.

Capital raiseThe company is proposing to amend and restate its 1998 Employee Stock Investment Plan (ESIP) to increase the number of shares of common stock authorized for issuance by an additional 5,000,000 shares.The company is proposing to amend and restate its 2002 Universal Stock Incentive Plan (USIP) to increase the number of shares of common stock authorized for issuance by an additional 25,000,000 shares.These increases are intended to ensure a sufficient reserve of common stock for employee stock purchases and long-term incentive awards, meeting equity grant needs for approximately two years.

Worse than expectedEnding Assets Under Management (AUM) decreased by 1% year-over-year to $1.66 trillion.Adjusted Operating Income decreased by 4% year-over-year to $1,640.2 million.Adjusted Net Income decreased by 6% year-over-year to $1,195.8 million.Adjusted Earnings Per Share (EPS) decreased by 7% year-over-year to $2.22.Adjusted Operating Margin declined from 26.1% to 24.5%.Long-term net outflows were $97.4 billion, although this includes reinvested distributions.

Summary

Assets Under Management (AUM) reached $1.66 trillion as of September 30, 2025, a 1% decrease from the prior year.
Long-term inflows increased by 7.8% to $343.9 billion from $319 billion in the prior year, while long-term net outflows were $97.4 billion, including $30.4 billion of reinvested distributions.
Excluding Western Asset, long-term net inflows were $44.5 billion, marking eight consecutive quarters of positive net flows, compared to $16 billion in the prior year.
Fiscal year 2025 was the first year of the company's five-year plan, with significant progress in alternatives fundraising, Exchange Traded Funds (ETFs), and Canvas, where the company is ahead of schedule.
Alternative AUM reached a record $270 billion, driven by $26.2 billion in fundraising, including $22.9 billion in private markets.
The company returned $930 million to shareholders through dividends and share repurchases and repaid $400 million in senior notes due March 2025.
Adjusted Operating Revenue increased by 2% to $6,701.1 million, but Adjusted Operating Income decreased by 4% to $1,640.2 million, Adjusted Net Income decreased by 6% to $1,195.8 million, and Adjusted Earnings Per Share declined by 7% to $2.22.
The 2026 Annual Meeting of Stockholders will be held virtually on February 3, 2026, with key proposals including the election of 11 directors and amendments to increase shares available under the Employee Stock Investment Plan (by 5 million) and the Universal Stock Incentive Plan (by 25 million).
CEO Jennifer M. Johnson's total annual compensation increased by 20.3% to $18,100,000 for fiscal year 2025.

Sentiment

Score: 6

Explanation: While key financial metrics like AUM, operating income, net income, and EPS saw slight declines year-over-year, the company demonstrated strong strategic execution in its first year of a five-year plan, particularly in high-growth areas like alternatives, ETFs, and Canvas. Positive net inflows (excluding Western Asset), significant shareholder returns, and disciplined expense management are strong positives. The proposed share increases for employee plans are standard for growth and retention. The overall sentiment is cautiously optimistic, recognizing current financial headwinds but emphasizing strategic progress and future potential.

Positives

Long-term inflows increased by 7.8% to $343.9 billion from the prior year.
Excluding Western Asset, long-term net inflows were $44.5 billion, marking eight consecutive quarters of positive net flows.
Ahead of the five-year plan in alternatives fundraising, ETFs, and Canvas, and on track in other strategic areas.
Alternative AUM reached a record $270 billion, with strong fundraising of $26.2 billion, including $22.9 billion in private markets.
Record growth in retail separately managed accounts (SMAs), ETFs, and Canvas, all delivering positive net flows with double-digit AUM growth rates.
Returned $930 million to shareholders through dividends and share repurchases.
Repaid $400 million senior notes due March 2025.
Dividend has increased every year since 1981.
Achieved strong investment performance with a majority of AUM outperforming peers and benchmarks across key time periods.
Acquisition of Apera Asset Management strengthened the private debt platform, increasing private credit AUM to $95 billion.
Expanded presence in the wealth management channel, with Franklin Templeton Private Markets reaching $5.5 billion in AUM.
Grew ETF AUM by 56% to $49.1 billion, with 16 consecutive quarters of positive net flows.
Increased Canvas AUM by 71% to $16.3 billion, with positive net inflows every quarter since its 2021 acquisition.
Secured $15.7 billion in new insurance sub-advisory fundings and expanded multi-billion-dollar relationships, including managing the $1.68 billion National Investment Fund of the Republic of Uzbekistan.
Tokenized and digital AUM grew 75% to $1.7 billion, introducing first-of-their-kind features for registered money market funds and a strategic partnership with Binance.
Led an enterprise-wide Artificial Intelligence (AI) transformation, integrating capabilities across investment management, operations, sales, and marketing, delivering measurable operational efficiencies and commercial impact.
Managed fiscal year 2025 expenses to be substantially similar to fiscal year 2024 (less than 1% difference) when adjusting for the Putnam acquisition and performance fees, demonstrating continued expense discipline.
On track to increase FY2026 margin by achieving $200 million of run-rate annualized cost savings.
Received '2025 Asset Manager of the Year' award from Money Management and Barron's, and 'Central Banking's Asset Manager Award'.

Negatives

Ending Assets Under Management (AUM) decreased by 1% to $1,661.2 billion from $1,678.6 billion in the prior year.
Adjusted Operating Income decreased by 4% to $1,640.2 million from $1,713.1 million in the prior year.
Adjusted Net Income decreased by 6% to $1,195.8 million from $1,276.7 million in the prior year.
Adjusted Earnings Per Share decreased by 7% to $2.22 from $2.39 in the prior year.
Adjusted Operating Margin declined to 24.5% from 26.1% in the prior year.
Mutual fund investment performance AUM declined in the 1and 3-year periods compared to the prior year, attributed to the categorization of a large yield-focused fund.
Strategy composite investment performance AUM slightly declined in the 1-, 5-, and 10-year periods compared to the prior year.
Long-term net outflows were $97.4 billion, although this figure includes reinvested distributions and is partially offset by inflows when excluding Western Asset.

Risks

Global markets are subject to ongoing geopolitical complexity and uncertainty.
Compensation policies and programs are continuously evaluated to ensure they do not encourage excessive risk-taking.
Potential for adverse tax consequences for participants in the Employee Stock Investment Plan (ESIP) and Universal Stock Incentive Plan (USIP) under Section 409A of the Code.
Risk of excise tax and denial of tax deduction under Code Section 280G for 'excess parachute payments' in connection with a change in control.
If the proposed increase in authorized shares for the ESIP is not approved, shares available may be insufficient, potentially leading to a pro rata allocation to participants.
If the proposed increase in authorized shares for the USIP is not approved, the company may lack adequate shares to attract, retain, and motivate talent.
The company makes no representation or guarantee regarding favorable tax treatment for participants in its stock plans and is unconstrained in corporate activities regardless of potential negative tax impact on participants.

Future Outlook

The company is in the first year of its five-year plan and is ahead of schedule in alternatives fundraising, ETFs, and Canvas, and on track in other strategic areas. It plans to continue investing in long-term growth initiatives, including augmenting alternative investment strategies and ESG offerings. The company aims to achieve $200 million of run-rate annualized cost savings in fiscal year 2026 to increase operating margin while continuing strategic investments.

Management Comments

"In recent years, we have evolved and intentionally diversified our business by adding a wide range of capabilities to help clients achieve their investment goals through a variety of market conditions and cycles." Gregory E. Johnson and Jennifer M. Johnson, Chairman and CEO.
"Our clients view us as a trusted partner with the ability to fulfill their comprehensive investment needs across public and private markets in investment vehicles of their choice." Gregory E. Johnson and Jennifer M. Johnson, Chairman and CEO.
"Fiscal 2025 marked the first year of our five-year plan, and we have made great strides across a number of key focus areas for the company." Gregory E. Johnson and Jennifer M. Johnson, Chairman and CEO.
"We are ahead of our five-year plan in alternatives fundraising, ETFs and Canvas, and on track in the other areas." Gregory E. Johnson and Jennifer M. Johnson, Chairman and CEO.
"While continuing to invest in long-term growth initiatives, we further strengthened the foundation of our business through disciplined expense management and operational efficiencies." Gregory E. Johnson and Jennifer M. Johnson, Chairman and CEO.
"Our balance sheet gives us the financial flexibility to continue to grow our business." Gregory E. Johnson and Jennifer M. Johnson, Chairman and CEO.
"As always, we continue to prioritize our dividend, which has increased every year since 1981." Gregory E. Johnson and Jennifer M. Johnson, Chairman and CEO.
"The Compensation Committee reviewed our peers CEO compensation and determined that our CEO compensation was below peers and should be increased to reflect Ms. Johnson’s contributions to the Company." Compensation Discussion and Analysis.
"The Compensation Committee believes that the compensation paid to our CEO and other NEOs is reasonable in relation to the compensation paid by our peer companies both on an absolute basis and in comparison to relevant financial performance metrics." Compensation Discussion and Analysis.
"The Board believes that the proposed increase in the share reserve is necessary to ensure that a sufficient share reserve remains available for long-term incentive awards." Regarding USIP amendment.

Industry Context

The company operates in a global investment management industry characterized by ongoing geopolitical complexity and uncertainty. It is actively diversifying its business across asset classes, vehicles, and geographies, including significant expansion into alternative asset categories, ETFs, and custom indexing platforms like Canvas. The focus on digital assets and blockchain innovation, along with enterprise-wide AI transformation, positions the company within broader industry trends towards technological integration and specialized investment solutions. Strategic acquisitions like Apera Asset Management and the integration of Putnam Investments reflect a consolidation trend and a drive to expand capabilities, particularly in private markets and wealth management. The company's efforts to strengthen global institutional partnerships, including insurance sub-advisory fundings and sovereign wealth fund management, indicate a focus on expanding its client reach and advisory role in a competitive landscape.

Comparison to Industry Standards

The company's mutual fund investment performance AUM outperformed its peers by 51% (1-Yr), 71% (3-Yr), 71% (5-Yr), and 64% (10-Yr) in the top two peer group quartiles, as sourced from Morningstar.
Strategy composite investment performance AUM was ahead of benchmark by 53% (1-Yr), 55% (3-Yr), 52% (5-Yr), and 62% (10-Yr).
The Compensation Committee reviewed CEO compensation against a peer group of 14 public financial services companies (including Affiliated Managers Group, Invesco, BlackRock, T. Rowe Price, State Street Corporation, and The Bank of New York Mellon Corporation) and determined it was below peers, leading to an increase for Ms. Johnson.
The company's total shareholder return is compared against the S&P U.S. BMI Asset Management & Custody Bank Index, which serves as its peer group for TSR comparison.
The company's burn rate (1.7%), dilution (8.8%), and overhang (2.7%) for FY2025 are presented in comparison to prior years, indicating a managed approach to equity compensation.
The expected potential dilution of 12.5% from the USIP share increase is considered 'reasonable for a company of Franklin Resources' size in its industry under the current circumstances'.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Co-President	N/A	Matthew Nicholls	October 15, 2025	Appointed as part of structural changes to leadership and the Executive Committee to execute long-term strategic plans.
Co-President	N/A	Terrence J. Murphy	October 15, 2025	Appointed as part of structural changes to leadership and the Executive Committee to execute long-term strategic plans.
Co-President and Chief Commercial Officer	N/A	Daniel Gamba	October 15, 2025	Hired to be responsible for global sales, marketing, and product strategy, as part of structural changes to leadership.
President	Jennifer M. Johnson	N/A	October 15, 2025	Relinquished the title as part of leadership restructuring.
Chief Executive Officer of Fiduciary Trust International	Interim CEO Matthew Nicholls	Adam B. Spector	October 15, 2025	Appointed to accelerate Fiduciary's next phase of growth; Mr. Spector no longer serves as an executive officer of the Company.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment

Related Party Transactions

Rupert H. Johnson, Jr. (Vice Chairman, director, uncle of CEO/Executive Chairman) received a base salary of $180,000 for fiscal year 2025.
Colin Johnson (Research Associate, son of Executive Chairman Gregory E. Johnson) received a base salary of 155,000 GBP and a cash bonus of 56,250 GBP for fiscal year 2025.
AC Travel, LLC (owned and controlled by Charles B. Johnson, father of CEO/Executive Chairman) manages company aircraft, with the company's subsidiary receiving monthly management fees ($10,000 for Gulfstream G550, $3,000 for Gulfstream III).
BlackRock, Inc. (beneficial owner of more than 5% of common stock) entered into a contract with a company subsidiary for the Aladdin technology platform, with an estimated aggregate value of up to $375 million.
Great-West Lifeco Inc. (beneficial owner of more than 5% of common stock) sold Putnam Investments to the company for 31,557,117 shares of common stock and entered into a strategic partnership, resulting in approximately $69.5 billion of AUM invested by Great-West affiliates with the company's specialist investment managers (SIMs).
Indivisible Partners, LLC (John W. Thiel, Board member, Executive Chairman and Founder) has a business relationship with the company, with approximately $105.7 million of AUM from Indivisible's clients invested with the company's SIMs.
SoFi Technologies, Inc. (Anthony J. Noto, Board member, CEO) had company-sponsored funds and client accounts invest approximately $31.3 million in notes or securities issued by SoFi securitization trusts as of September 30, 2025.

Stakeholder Impact

Shareholders are impacted by the $930 million returned through dividends and share repurchases, the 7.9% three-year stockholder return, and the proposals to increase shares for employee incentive plans (potential dilution).
Employees are directly impacted by the proposed amendments to the Employee Stock Investment Plan (ESIP) and Universal Stock Incentive Plan (USIP), which aim to provide continuing opportunities to acquire company stock and attract/retain talent.
Clients benefit from the company's strategic diversification, expanded capabilities in public and private markets, strong investment performance (majority of AUM outperforming peers/benchmarks), and focus on innovation (AI, digital assets) and client service.
Management and executives are directly impacted by compensation decisions, including the 20.3% increase in CEO total compensation, and the new appointments of Co-Presidents. The clawback policy and stock ownership guidelines align their interests with shareholders.
Regulatory authorities are engaged through the company's compliance with SEC filing requirements, NYSE listing standards, and adherence to corporate governance best practices.

Next Steps

Stockholders to vote on the election of 11 director nominees at the Annual Meeting on February 3, 2026.
Stockholders to ratify the appointment of PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending September 30, 2026.
Stockholders to approve the amendment and restatement of the 1998 Employee Stock Investment Plan to increase authorized shares by 5,000,000.
Stockholders to approve the amendment and restatement of the 2002 Universal Stock Incentive Plan to increase authorized shares by 25,000,000.
Stockholders to cast an advisory vote on named executive officer compensation.
The company will continue executing its five-year plan, focusing on diversifying business, investing in growth initiatives (alternatives, ESG), and achieving $200 million in run-rate annualized cost savings for FY2026.
The company anticipates filing a Registration Statement on Form S-8 with the SEC to register additional shares for the USIP following stockholder approval.

Key Dates

Date	Description
1971	Rupert H. Johnson, Jr. became a director of Franklin Resources, Inc.
1981	Year since which the company's dividend has increased every year.
1987	Mariann Byerwalter became Partner and co-founder of America First Financial Corporation.
1987	Geoffrey Y. Yang became General Partner with Institutional Venture Partners.
1989	John W. Thiel joined Bank of America Merrill Lynch Wealth Management.
1994	John Y. Kim became CEO and CIO of Aeltus Investment Management.
1995	John W. Thiel became Financial Advisor at Merrill Lynch Wealth Management.
1996	Mariann Byerwalter served as CFO, VP for Business Affairs and Special Assistant to the President of Stanford University until 2001.
1997	John W. Thiel became District Sales Manager at Merrill Lynch Wealth Management.
1997	Geoffrey Y. Yang became Director of TiVo until 2009.
January 1, 1998	Effective date of the 1998 Employee Stock Investment Plan.
1998	Mariann Byerwalter became Director of Redwood Trust, Inc. until June 2020.
1999	Gregory E. Johnson became President of the Company until September 2015.
1999	Rupert H. Johnson, Jr. became Vice Chairman of the Company.
1999	Geoffrey Y. Yang co-founded Redpoint Ventures.
1999	Geoffrey Y. Yang became Director of BigBand Networks until 2011.
1999	Geoffrey Y. Yang became Director of Ask Jeeves until 2004.
2000	Seth H. Waugh served in various roles at Deutsche Bank Americas until 2013.
2001	Mariann Byerwalter became Chairman of JDN Corporate Advisory, LLC.
2001	John Y. Kim became CEO of Bondbook.
2001	John W. Thiel became Pacific West Regional Managing Director of Private Banking and Investment Group at Merrill Lynch Wealth Management until 2005.
2002	John Y. Kim became President of Cigna Investments and Retirement until 2004.
October 10, 2002	Effective date of the 2002 Universal Stock Incentive Plan (USIP).
2003	Jennifer M. Johnson became Senior Vice President and Chief Information Officer of the Company until December 2005.
January 30, 2003	Stockholders approved the 2002 Universal Stock Incentive Plan.
2003	Geoffrey Y. Yang became a member of the Presidents Information Technology Advisory Committee for the United States until 2007.
January 2004	Gregory E. Johnson became Co-Chief Executive Officer of the Company until July 2005.
2004	John Y. Kim became President of Prudential Retirement until 2007.
December 16, 2004	Board approved an amendment and restatement of the 2002 Stock Plan.
January 25, 2005	Stockholders approved the amendment and restatement of the 2002 Stock Plan.
July 2005	Gregory E. Johnson became Chief Executive Officer of the Company until February 2020.
2005	John W. Thiel became Head of Private Banking and Investment Group at Merrill Lynch Wealth Management until 2011.
December 2005	Jennifer M. Johnson became Executive Vice President Operations and Technology of the Company until March 2010.
2006	Mariann Byerwalter became Chairman of the Board of Directors of Stanford Healthcare until 2013.
December 13, 2006	Board approved an amendment and restatement of the 1998 Employee Stock Investment Plan.
January 2007	Gregory E. Johnson became a director of the Company.
January 25, 2007	Stockholders approved the amendment and restatement of the 1998 Employee Stock Investment Plan.
March 2007	Alexander S. Friedman became CFO of the Bill & Melinda Gates Foundation until February 2010.
June 19, 2007	The 1998 Employee Stock Investment Plan was amended to allow direct contributions for Participants on Leaves of Absence.
July 9, 2007	The 1998 Employee Stock Investment Plan was amended to shorten Purchase Periods to six months.
June 2008	A wholly-owned subsidiary of the Company entered into an amended and restated aircraft management agreement with AC Travel, LLC.
June 17, 2008	The 1998 Employee Stock Investment Plan was amended to change Purchase Price to 85% of Fair Market Value and eliminate matching grants.
2008	John Y. Kim became CEO and CIO of New York Life Investment Management until 2015.
October 12, 2009	The 1998 Employee Stock Investment Plan was amended, effective February 1, 2010.
February 2010	Alexander S. Friedman became Global Chief Investment Officer of UBS AG Wealth Management and Wealth Management Americas until September 2014.
March 2010	Jennifer M. Johnson became Executive Vice President and Chief Operating Officer of the Company until September 2015.
March 16, 2010	Stockholders approved an amendment and restatement of the 2002 Stock Plan.
December 16, 2010	Board approved an amendment and restatement of the 2002 Stock Plan to increase authorized shares.
March 15, 2011	Stockholders approved an amendment and restatement of the 2002 Stock Plan.
2011	John W. Thiel became Head of Merrill Lynch Wealth Management until 2016.
2011	Geoffrey Y. Yang became Managing Director and Founding Partner of Redpoint Ventures.
October 17, 2011	The 1998 Employee Stock Investment Plan was amended to update the definition of Fair Market Value.
December 15, 2011	The 1998 Employee Stock Investment Plan was amended and restated, effective February 1, 2012.
October 22, 2012	Board approved an amendment and restatement of the 2002 Stock Plan to permit additional committees to exercise authority.
June 2013	Gregory E. Johnson became Chairman of the Board.
2013	Seth H. Waugh became Vice Chairman of Florida East Coast Industries, LLC until 2017.
2014	Anthony J. Noto became CFO of Twitter, Inc. until 2016.
September 2014	Alexander S. Friedman became CEO of GAM Holding AG until November 2018.
2015	Mariann Byerwalter became a director of the Company.
2015	John Y. Kim became President of New York Life Insurance Company until 2018.
2015	Seth H. Waugh became a director of the Company.
October 2015	Jennifer M. Johnson became Co-President of the Company until December 2016.
December 15, 2015	Board approved an amendment and restatement of the 2002 Stock Plan to provide a minimum vesting schedule for Options and SARs.
2016	Anthony J. Noto became COO and CFO of Twitter, Inc. until 2017.
2016	John Y. Kim became Director of FiServ until 2018.
2016	Seth H. Waugh became Non-executive chairman of Alex. Brown until 2019.
July 2016	Geoffrey Y. Yang became Director of AT&T, Inc. until April 2022.
December 2016	Jennifer M. Johnson became President of the Company until October 2025.
February 2017	Jennifer M. Johnson became Chief Operating Officer of the Company until February 2020.
June 14, 2017	Board approved an amendment and restatement of the 2002 Stock Plan to limit the total value of awards to non-employee directors.
September 13, 2017	The 1998 Employee Stock Investment Plan was amended and restated to extend its term to February 1, 2022.
2017	Anthony J. Noto became COO of Twitter, Inc. until 2018.
2017	John W. Thiel became Vice Chairman of Global Wealth and Investment Management of Bank of America Merrill Lynch until 2018.
2017	Seth H. Waugh became Managing Director, Partner and current Senior Advisor at Silver Lake.
March 1, 2018	Anthony J. Noto became CEO and a director of SoFi Technologies, Inc.
2018	John W. Thiel became Partner and Senior Advisor with MyNextSeason.
2018	Seth H. Waugh became Former Chief Executive Officer and current Senior Adviser of The PGA of America.
2018	John Y. Kim became Board of Trustees, Eversource Energy.
January 2019	Alexander S. Friedman Co-Founded Jackson Hole Economics.
2019	John Y. Kim became Founder and Managing Partner of Brewer Lane Ventures LLC.
December 10, 2019	Board approved an amendment and restatement of the 1998 Employee Stock Investment Plan to increase shares and extend term.
February 2020	Gregory E. Johnson became Executive Chairman.
February 2020	Jennifer M. Johnson became Chief Executive Officer and Director.
February 11, 2020	Stockholders approved the amendment and restatement of the 1998 Employee Stock Investment Plan.
2020	Anthony J. Noto became a director of the Company.
2020	Seth H. Waugh became Director of Yext, Inc.
August 1, 2020	Company acquired Legg Mason, Inc.
December 15, 2020	Board approved an amendment and restatement of the 2002 Stock Plan to increase authorized shares.
January 1, 2021	Deferrals no longer accepted into Legg Mason, Inc. Deferred Compensation Fund Plan.
February 9, 2021	Stockholders approved an amendment and restatement of the 2002 Stock Plan.
2021	Alexander S. Friedman became a director of the Company.
2021	John Y. Kim became a director of the Company.
2021	Karen M. King became a director of the Company.
2021	Anthony J. Noto became a director of the Company.
2021	John W. Thiel became a director of the Company.
January 2021	Geoffrey Y. Yang became Director of Liberty Media Acquisition Corp. until December 2022.
2021	Alexander S. Friedman Co-Founded and Co-Chief Executive Officer of Novata Inc.
April 2022	Acquisition of Lexington Partners.
April 2022	Geoffrey Y. Yang became Director of Warner Bros. Discovery, Inc.
June 21, 2022	The 1998 Employee Stock Investment Plan was amended and restated to expand the definition of Compensation and update Purchase Periods.
November 2022	Acquisition of Alcentra.
July 2023	Jennifer M. Johnson became Director of Thermo Fisher Scientific Inc.
December 12, 2023	Board approved an amendment and restatement of the 2002 Stock Plan to increase authorized shares.
December 29, 2023	The Vanguard Group, Inc. reported beneficial ownership of Company common stock.
January 1, 2024	Company acquired Putnam Investments from Great-West Lifeco Inc.
January 1, 2024	Great-West Lifeco Inc. reported beneficial ownership of Company common stock.
January 29, 2024	BlackRock, Inc. reported beneficial ownership of Company common stock.
February 6, 2024	Stockholders approved an amendment and restatement of the 2002 Stock Plan.
July 16, 2024	Board approved a contract for BlackRock, Inc. Aladdin technology platform.
July 23, 2024	A Company subsidiary entered into a contract for BlackRock, Inc. Aladdin technology platform.
September 2024	Mariann Byerwalter served on the Stanford Health Care Board of Directors until September 2024.
January 2025	Anthony J. Noto became Director of Warner Bros. Discovery, Inc.
January 2025	John W. Thiel became Executive Chairman and Founder of Indivisible Partners, LLC.
February 4, 2025	Annual stock grant made to non-employee directors.
March 2025	Repayment of $400 million senior notes due.
May 2025	Geoffrey Y. Yang became Director of Silver Lake Private Equity, L.P.
September 2025	Company announced structural changes to leadership and Executive Committee.
September 30, 2025	Fiscal year end for Franklin Resources, Inc.
October 1, 2025	Company acquired Apera Asset Management.
October 15, 2025	Jennifer M. Johnson relinquished the title of President.
October 15, 2025	Matthew Nicholls and Terrence J. Murphy appointed Co-Presidents of the Company.
October 15, 2025	Daniel Gamba appointed Co-President and Chief Commercial Officer.
October 15, 2025	Adam B. Spector appointed CEO of Fiduciary Trust International, no longer serving as an executive officer of the Company.
October 31, 2025	295,041 shares were available for future issuance under the Employee Stock Investment Plan.
October 31, 2025	The closing price of common stock was $22.61 per share.
November 5, 2025	Grant date for fiscal year 2025 performance awards to Named Executive Officers.
November 10, 2025	Company's Annual Report on Form 10-K for fiscal year 2025 filed with the SEC.
December 1, 2025	First tranche of 2025 Performance Awards vested at 100%.
December 1, 2025	9,476,460 shares were available for future delivery under the USIP.
December 1, 2025	Total of 20,137,499 RSUs and PSUs outstanding under USIP.
December 5, 2025	Record date for stockholders entitled to vote at the 2026 Annual Meeting.
December 5, 2025	Number of outstanding common shares was 521,390,673.
December 16, 2025	The closing price of a share of common stock was $23.47 per share.
December 17, 2025	Board approved an amendment and restatement of the 2002 Universal Stock Incentive Plan.
December 17, 2025	Board approved an amendment and restatement of the 1998 Employee Stock Investment Plan.
December 19, 2025	All directors and executive officers were in compliance with stock ownership guidelines.
December 20, 2025	All executive officers were in compliance with stock ownership guidelines.
December 22, 2025	Date of the Letter from Chairman and CEO.
December 22, 2025	Proxy materials first sent or made available to stockholders.
January 29, 2026	Deadline for 401(k) Plan participants to vote their shares (11:59 p.m. Eastern Time).
February 2, 2026	Deadline for voting via Internet or telephone (11:59 p.m. Eastern Time).
February 3, 2026	Date of the 2026 Annual Meeting of Stockholders.
February 3, 2026	Effective date of the amendment and restatement of the 1998 Employee Stock Investment Plan, upon stockholder approval.
February 3, 2026	Effective date of the amendment and restatement of the 2002 Universal Stock Incentive Plan, upon stockholder approval.
July 25, 2026	Earliest date for notice of recommendation for the 2027 annual meeting.
August 24, 2026	Latest date for notice of recommendation for the 2027 annual meeting.
August 31, 2026	Vesting date for a portion of restricted stock units for Jennifer M. Johnson, Matthew Nicholls, Gregory E. Johnson, Terrence J. Murphy, and Adam B. Spector.
September 30, 2026	Fiscal year end for which PricewaterhouseCoopers LLP is appointed independent auditor.
December 1, 2026	Vesting date for a portion of 2025 Performance Awards (Adjusted Operating Margin) and a portion of restricted stock units for Adam B. Spector.
August 31, 2027	Vesting date for a portion of restricted stock units for Jennifer M. Johnson, Matthew Nicholls, Gregory E. Johnson, Terrence J. Murphy, and Adam B. Spector.
December 1, 2027	Vesting date for a portion of 2025 Performance Awards (Adjusted Operating Margin) and 2025 Relative TSR Performance Award.
February 1, 2029	Termination date of the 1998 Employee Stock Investment Plan, unless sooner terminated.
December 15, 2030	Latest date for Incentive Stock Option (ISO) grants under the 2002 Stock Plan.

Recommendation

hold

The company presents a mixed financial picture for fiscal year 2025, with AUM, operating income, net income, and EPS showing declines, which are concerning. However, strong strategic execution in high-growth areas like alternatives, ETFs, and Canvas, coupled with positive net inflows (excluding Western Asset) and a commitment to shareholder returns ($930 million in dividends and repurchases), indicates underlying strength and future potential. The proposed increases in share reserves for employee incentive plans are standard for talent retention and motivation. Given the blend of current financial headwinds and promising strategic initiatives, a 'hold' recommendation is appropriate, suggesting investors monitor the execution of the five-year plan and the impact of strategic investments on future financial performance.

Keywords

Asset Management, AUM, Alternatives, ETFs, Private Markets, Financial Performance, Corporate Governance, Executive Compensation, Shareholder Return, Stock Incentive Plan, Employee Stock Plan, Digital Assets, AI Transformation, Acquisitions, Dividends, Share Repurchases, Proxy Statement

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.