FRANKLIN RESOURCES INCBEN

FRANKLIN RESOURCES INC Stock Compensation Disclosure

10-KFiled Nov 10, 20253 min read
Stock-Based Compensation
The Company’s stock-based compensation plans consist of the Amended and Restated Annual Incentive Compensation Plan (the “AIP”), the 2002 Universal Stock Incentive Plan, as amended and restated (the “USIP”), the amended and restated Franklin Resources, Inc. 1998 Employee Stock Investment Plan (the “ESIP”), and the Amended and Restated Franklin Resources, Inc. 2017 Equity Incentive Plan (the “EIP”).
Stock-based compensation expenses were as follows:
(in millions)
for the fiscal years ended September 30,202520242023
Stock and stock unit awards$207.9 $240.3 $174.7 
Phantom unit awards11.8 13.8 33.2 
Employee stock investment plan6.9 5.8 7.9 
Total$226.6 $259.9 $215.8 
Stock and Stock Unit Awards
Under the terms of the AIP, eligible employees may receive cash, equity awards and/or mutual fund unit awards generally based on the performance of the Company and/or its funds, and the individual employee. The USIP and EIP provide for the issuance of the Company’s common stock for various stock-related awards to officers, directors and employees. In February 2024, the Company’s stockholders approved an amendment and restatement of the USIP increasing the number of shares authorized by 25.0 million shares to a total of 165.0 million shares. There are 23.0 million shares authorized under the EIP. At September 30, 2025, 17.6 million shares and 16.9 million shares were available for grant under the USIP and EIP.
Stock awards entitle holders to the right to sell the underlying shares of the Company’s common stock once the awards vest. Stock unit awards entitle holders to receive the underlying shares of common stock once the awards vest. Awards vest based on the passage of time or the achievement of predetermined Company financial performance goals.
Stock and stock unit award activity was as follows:
(shares in thousands)Time-Based
Shares		Performance-
Based Shares		Total
Shares		Weighted-Average
Grant-Date
Fair Value
for the fiscal year ended September 30, 2025
Nonvested balance at beginning of year
16,594 3,314 19,908 $24.03 
Granted8,553 169 8,722 20.97 
Vested(9,491)(166)(9,657)23.74 
Forfeited/canceled(697)(2,964)(3,661)22.60 
Nonvested Balance at End of Year
14,959 353 15,312 $22.81 
Total unrecognized compensation expense related to nonvested stock unit awards was $176.2 million at September 30, 2025. This expense is expected to be recognized over a remaining weighted-average vesting period of 1.6 years. The weighted-average grant-date fair values of stock and stock unit awards granted during fiscal years 2025, 2024 and 2023 were $20.97, $25.60 and $22.74 per share. The total fair value of stock and stock unit awards vested during the same periods was $234.3 million, $180.4 million and $210.4 million.
The Company may repurchase shares in connection with vesting of stock and stock unit awards. Also, in order to pay taxes due in connection with the vesting of employee and executive officer stock and stock unit awards, shares are repurchased using a net stock issuance method.
Employee Stock Investment Plan
The ESIP allows eligible participants to buy shares of the Company’s common stock at a discount of its market value on defined dates. A total of 1.4 million shares were issued under the ESIP during fiscal year 2025, and 0.3 million shares were reserved for future issuance at September 30, 2025.

Historical Timeline

Fiscal YearFiled
2025Nov 10, 2025Showing above
2024Nov 12, 2024
2023Nov 14, 2023
2022Nov 14, 2022
2021Nov 19, 2021

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

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