Jorge A. Bermudez
About Jorge A. Bermudez
Jorge A. Bermudez (age 73) is an Independent Director of AllianceBernstein Global High Income Fund, Inc. (AWF), serving since January 2020 and standing for election as a Class One director with a term to 2028; he is designated independent and serves on the Audit, Governance & Nominating, and Independent Directors Committees . Bermudez’s background includes senior risk and banking leadership at Citigroup (former Chief Risk Officer and CEO of Citigroup’s North America Commercial Business Group/Citibank Texas) and extensive board-level audit expertise as Audit Committee Chair at Moody’s Corporation since December 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup, Inc. | Chief Risk Officer | Nov 2007–Mar 2008 | Enterprise risk oversight across a global financial services firm |
| Citigroup N.A./Citibank Texas | CEO, Commercial Business Group (North America) and Citibank Texas | 2005–2007 | Regional banking leadership, commercial strategy |
| Citibank N.A. | Director | 2005–2008 | Board governance for banking subsidiary |
| Federal Reserve Bank of Dallas (Houston Branch) | Director | 2009–2011 | Regional Fed oversight; financial stability input |
| Federal Reserve Bank of Dallas | Director | 2011–2017 | Board governance; monetary oversight |
| Electric Reliability Council of Texas (ERCOT) | Director | 2010–2016 | Grid reliability governance |
| Texas A&M Foundation Board of Trustees | Chair; Trustee | Chair 2017–2018; Trustee 2014–2021 | Philanthropy oversight; endowment governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moody’s Corporation | Director; Audit Committee Chair | Director since Apr 2011; Audit Chair since Dec 2022 | Audit leadership; public company governance |
| Texas A&M University Smart Grid Center Board | Chair | Since 2012 | Technology/energy systems oversight |
Board Governance
- Independence and committees: Independent Director; serves on Audit, Governance & Nominating, and Independent Directors Committees (all committees composed exclusively of independent directors) .
- Tenure/term: Each Fund years of service 5 as of the 2025 meeting; standing for Class One term to 2028 at AWF .
- Meeting cadence and executive sessions: AWF Board met 4 times in fiscal 2024; Audit Committee met 4 times; Governance & Nominating met 3 times; Independent Directors Committee met 9 times. Independent directors meet in executive session at every Board meeting .
- Audit oversight: Listed member-signatory on the Audit Committee Report for AWF and ANMIF, evidencing active audit oversight participation .
- Structure: Classified board with staggered three-year terms, which can entrench oversight continuity and is an anti-takeover provision under Maryland law .
| AWF Governance Activity (FY 2024) | Meetings |
|---|---|
| Board of Directors | 4 |
| Audit Committee | 4 |
| Governance & Nominating Committee | 3 |
| Independent Directors Committee | 9 |
Fixed Compensation
- Compensation is cash-based at the fund and AB Funds Complex level; no pensions or retirement benefits for directors (except a one-time retirement benefit in 2024 for two former directors in another AB fund board, borne by the Adviser via fee waiver) .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| AWF (AGHIF) – Compensation Paid to Bermudez | $3,820 | $3,656 |
| ANMIF – Compensation Paid to Bermudez | $2,760 | $2,998 |
| AB Funds Complex – Total Compensation to Bermudez | $330,000 | $380,000 |
| Investment Companies Overseen (AB Funds Complex) | 28 | 28 |
| Investment Portfolios Overseen (AB Funds Complex) | 82 | 95 |
Notes: Neither AWF nor the AB Funds Complex provided pension/retirement compensation to directors during 2024, except for a one-time retirement benefit paid to two former directors of other AB funds (cost fully offset by Adviser fee waiver) .
Performance Compensation
- No performance-linked pay disclosed (no bonus metrics, RSUs/PSUs, options, or incentive metrics for directors). No equity awards or vesting schedules are disclosed for directors at AWF; compensation is structured as fixed cash retainers and committee service payments across the AB Funds Complex .
- No tax gross-ups, clawbacks, severance, or change-of-control arrangements disclosed for directors .
Other Directorships & Interlocks
| Company | Relationship | Role/Committee |
|---|---|---|
| Moody’s Corporation | External public company | Director; Audit Committee Chair (since Dec 2022) |
Potential interlock considerations: AWF is a closed-end fund investing globally in fixed income; Moody’s is a rating agency. No related-party transactions are disclosed, and Bermudez is classified as independent at AWF . The Adviser (AllianceBernstein L.P.) is an affiliate of the Funds, but Bermudez is not affiliated with the Adviser .
Expertise & Qualifications
- Risk management and banking: Former CRO of Citigroup and CEO of regional commercial banking units; extensive risk oversight experience .
- Audit and governance: Audit Committee Chair (Moody’s); prior Federal Reserve board roles; ERCOT board experience; governance roles across nonprofit and academic boards .
- The Board highlights Bermudez’s ability to critically evaluate information, interact effectively with Adviser/service providers/auditors, and exercise business judgment, underpinning his suitability to continue serving .
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Dollar Range of AWF (AGHIF) Equity Owned by Bermudez | $10,001–$50,000 | $10,001–$50,000 |
| Aggregate Dollar Range Across AB Funds Complex | Over $100,000 | Over $100,000 |
Additional ownership context:
- Directors and officers, individually and as a group, owned less than 1% of AWF shares as of early 2024 and early 2025 .
- AWF outstanding shares at record date: 86,229,677 common shares (for both 2024 and 2025 proxies) .
- No pledging/hedging language or ownership guidelines disclosed for directors .
Governance Assessment
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Strengths:
- Independent status with multi-committee membership and frequent executive sessions reinforce oversight independence .
- Deep risk and audit credentials (CRO experience; Moody’s Audit Chair) enhance board effectiveness in auditing and risk oversight .
- Active participation evidenced by Audit Committee Report signatory and regular committee meeting cadence .
-
Potential concerns/RED FLAGS to monitor:
- Classified board structure can entrench incumbency and reduce shareholder influence over board refreshment .
- Compensation increase at the AB Funds Complex level (from $330k to $380k YoY) without disclosed performance linkages suggests pay escalation tied to broader complex responsibilities rather than fund-specific outcomes; transparency on cash vs. committee chair fees for each director is limited .
- No director-specific attendance rates disclosed; only committee/board meeting counts provided .
-
Conflicts and related-party exposure:
- No related-party transactions or conflicts disclosed involving Bermudez; Adviser is an affiliate of the Funds, but Bermudez is independent .
- Section 16 compliance: the Funds report compliance with required filings, noting only one late Form 3 for the Controller, not directors—no issues flagged for Bermudez .
Overall, Bermudez’s risk and audit expertise, independence, and multi-committee engagement are positives for investor confidence; structural board entrenchment and limited granularity on director pay components are areas for continued monitoring .