R. Jay Gerken
About R. Jay Gerken
R. Jay Gerken, 73, is an Independent Director nominee for AllianceBernstein Global High Income Fund, Inc. (AGHIF) and AllianceBernstein National Municipal Income Fund, Inc. (ANMIF), standing for election as a Class One Director with a term expiring at the 2028 annual meeting; he was appointed effective January 1, 2025 and, as of the proxy date, had two months of service on each Fund . He is a private investor with three decades of senior leadership in asset management, including CEO roles and board leadership across multiple fund complexes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legg Mason Partners Fund Advisor, LLC; Legg Mason & Western Asset mutual funds | President & CEO (LMPFA); President & Board Member (funds) | 2005 – June 2013 | Led large fund complex operations and distribution |
| Citigroup Asset Management mutual funds | President and Chair of the Boards | 2002 – 2005 | Governance and oversight for fund boards |
| Smith Barney Asset Management | Portfolio Manager and Managing Director | 1993 – 2001 | Investment management leadership |
| Directions Management of Shearson Lehman, Inc. | President & CEO | 1988 – 1993 | Business leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Associated Banc-Corp | Director | Current | Other public company directorship (current) |
| SCB Funds (AB retail funds) | Chair of the Board | Jul 2023 – Dec 2024 | Board leadership |
| AB Multi-Manager Alternative Fund (AMMAF) | Chair of the Board | Jul 2023 – Dec 2024 | Board leadership |
| SCB Funds | Chair, Audit Committees | Jul 2018 – Jun 2023 | Audit oversight |
| AMMAF | Chair, Audit Committee | Dec 2018 – Jun 2023 | Audit oversight |
| AB Funds Complex (Unitary Board) | Director/Trustee | Since Jan 2025 | Oversight of 28 companies/95 portfolios |
Board Governance
- Independence: Listed among Independent Directors; not an “interested person” under the 1940 Act .
- Committee assignments: Member of the Audit Committee, Governance & Nominating Committee, and Independent Directors Committee for each Fund (denoted by “#” next to name) .
- Election context: Standing for election as a Class One Director at the March 27, 2025 joint annual meeting; majority of votes entitled to be cast required for election .
- Board leadership: An Independent Director serves as Chair of the Board; structure is designed to facilitate independent oversight .
- Meeting cadence and engagement: In fiscal 2024, each Board met four times; Audit Committees met four times (AGHIF) and three times (ANMIF); Governance & Nominating met three times for each; Independent Directors Committee met nine times for each. Independent Directors meet in executive session at every Board meeting .
Fixed Compensation
| Component | Amount/Value | Period | Notes |
|---|---|---|---|
| Compensation from AGHIF | $0 | FY 2024 | Appointed to each Fund Jan 1, 2025 |
| Compensation from ANMIF | $0 | FY 2024 | Appointed to each Fund Jan 1, 2025 |
| Compensation from AB Funds Complex (including the Funds) | $315,000 | Calendar 2024 | 28 investment companies/95 portfolios overseen |
| Pensions/retirement benefits | None (for AB Funds Complex) | Calendar 2024 | No pension/retirement benefits for directors; a one-time retirement benefit paid in 2024 to two former SCB/AMMAF directors was borne entirely by the Adviser via fee waiver (not applicable to Gerken) |
Performance Compensation
| Performance-linked component | Disclosure |
|---|---|
| Performance metrics tied to director pay (TSR, revenue, ESG, etc.) | None disclosed for directors in the proxy; director compensation presented as aggregate cash compensation across the AB Funds Complex |
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Notes/Interlocks |
|---|---|---|---|
| Associated Banc-Corp | Director | Not disclosed in AFB proxy | Current public company directorship; no related-party transactions disclosed in AFB proxy |
Expertise & Qualifications
- Investment management and board governance expertise: Former CEO of LMPFA; board chair roles at SCB Funds and AMMAF; prior audit committee chair roles at SCB Funds and AMMAF .
- The Board cites his investment management experience as qualifying him to serve; ability to evaluate information, interact with the Adviser and auditors, and exercise business judgment .
Equity Ownership
| Holding category | Amount/Range | As of | Notes |
|---|---|---|---|
| Dollar range of equity in AGHIF | None | Dec 31, 2024 | Per director dollar range table |
| Dollar range of equity in ANMIF | None | Dec 31, 2024 | Per director dollar range table |
| Aggregate dollar range across AB Funds Complex | Over $100,000 | Dec 31, 2024 | Alignment via broader AB complex holdings |
| Directors/officers as a group – ownership of each Fund | <1% of outstanding shares | Feb 3, 2025 | Low aggregate insider ownership typical for closed-end funds |
Governance Assessment
- Positives:
- Independent status and membership across Audit, Governance & Nominating, and Independent Directors Committee support strong oversight .
- Independent Board Chair and routine executive sessions indicate robust independent governance .
- Significant prior audit committee leadership and fund board chair experience strengthen risk oversight and financial reporting acumen .
- Alignment and incentives:
- No direct holdings in AGHIF/ANMIF as of Dec 31, 2024, but “Over $100,000” aggregate holdings across the AB Funds Complex indicate some alignment with fund shareholders at the complex level .
- Director compensation presented as cash-based aggregate across the AB Funds Complex; no performance-linked elements disclosed, reducing risk of misaligned incentives tied to short-term metrics .
- Potential conflicts:
- Adviser is an affiliate of each Fund; however, Gerken is classified as an Independent Director and the board structure emphasizes independent oversight; no related-party transactions involving Gerken are disclosed in the proxy .
- RED FLAGS:
- None disclosed regarding attendance, related-party transactions, hedging/pledging, or option repricing; individual attendance rates are not provided (he is newly appointed as of Jan 1, 2025) .