Item 5.02 - Executive Compensation Awards: Effective July 21, 2026, the Board approved one-time special retention equity awards to four executives: CEO Jennifer M. Johnson, Daniel Gamba (Co-President and Chief Commercial Officer), Terrence J. Murphy (Co-President and Head of Public Market Investments), and Matthew Nicholls (Co-President, CFO and COO). Carried Interest Allocations: The Board also…

Our analysis rates this filing NEUTRAL. Franklin Resources' executive compensation filing reflects a NEUTRAL picture with MODERATE concerns. The company is taking proactive steps to retain senior leadership through substantial equity awards ($60M+ in special grants), which is a positive signal of…

Concern level: ELEVATED (4.2/10). Key factors: Equity Award Dilution Risk: $60M+ in special one-time retention awards to four executives signals potential talent retention pressures in competitive asset management market (severity 4/10); Performance Metric Execution Risk: 50% of equity awards tied to operating margin and TSR targets with wide payout range (0-187.5%) creates binary outcome risk if…

Notable risk changes: Franklin Resources granted $60M+ in special one-time equity retention awards to four executives (CEO, two Co-Presidents, CFO/COO), signaling potential talent retention concerns in competitive asset management market; CEO and Executive Chairman received carried interest allocations tied to private markets fund performance, aligning compensation with alternative asset strategy growth but…