R. Jay Gerken
About R. Jay Gerken
R. Jay Gerken, age 73, is an Independent Director of AllianceBernstein Global High Income Fund, Inc. (AWF), appointed effective January 1, 2025 and standing for election as a Class One Director at the March 27, 2025 annual meeting; if elected, his term runs to 2028. He brings multi-decade investment management leadership, including CEO roles at Legg Mason Partners Fund Advisor and prior presidencies over Citigroup/Smith Barney mutual fund boards, and extensive audit-committee chair experience across AB-affiliated fund complexes. As of the proxy, his service on the AWF Board was approximately two months, reflecting recent appointment timing.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legg Mason Partners Fund Advisor, LLC | President & CEO | 2005–June 2013 | Led Legg Mason/Western Asset mutual funds as President & Board Member, overseeing fund complexes and governance. |
| The Legg Mason and Western Asset mutual funds | President & Board Member | 2005–June 2013 | Board leadership over mutual fund complexes. |
| Citigroup Asset Management mutual funds | President & Chair of Boards | 2002–2005 | Chaired fund boards; governance stewardship. |
| Smith Barney Asset Management | Portfolio Manager & Managing Director | 1993–2001 | Investment management leadership; portfolio oversight. |
| Directions Management of Shearson Lehman, Inc. | President & CEO | 1988–1993 | Executive leadership of asset management business. |
| SCB Funds (AB-affiliated) | Chair of Board | July 2023–Dec 2024 | Board leadership; previously Chair of Audit Committee (July 2018–June 2023). |
| AB Multi-Manager Alternative Fund (AMMAF) | Chair of Board | July 2023–Dec 2024 | Board leadership; previously Chair of Audit Committee (Dec 2018–June 2023). |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Associated Banc-Corp | Director | Current (as disclosed) | Committee roles not disclosed in AWF proxy. |
Board Governance
- Independence: Listed under Independent Directors; not affiliated with the Adviser.
- Committee assignments: Member of the Audit Committee, Governance & Nominating Committee, and Independent Directors Committee for each Fund.
- Tenure and election: Appointed Jan 1, 2025; standing for election as a Class One Director (term to 2028 if elected).
- Board leadership: Garry L. Moody serves as Independent Chair; Audit Committees chaired by Carol C. McMullen; Governance & Nominating Committees chaired by Jeanette W. Loeb.
- Meeting cadence and executive sessions: Board met four times in FY2024 (AGHIF); Audit Committee met four times (AGHIF); Independent Directors meet in executive session at every Board meeting.
- Structural update: Board size reduced from eight to seven Directors effective January 1, 2025, potentially enhancing focus and efficiency.
Fixed Compensation
| Source | Period | Amount | Notes |
|---|---|---|---|
| AWF (AGHIF) fund-level | Fiscal years ended 2024 | $0 | Appointed 1/1/2025; no fund-level fees in FY2024. |
| ANMIF fund-level | Fiscal years ended 2024 | $0 | Appointed 1/1/2025; no fund-level fees in FY2024. |
| AB Funds Complex (including Funds) | Calendar year 2024 | $315,000 | Aggregate compensation across investment companies overseen. |
Neither fund provided pension/retirement benefits to directors in 2024; a one-time retirement benefit for two former directors in other AB funds was borne by the Adviser via fee waiver.
Performance Compensation
- No performance-based compensation components (e.g., RSUs, options, PSUs) are disclosed for directors; proxy reports cash compensation totals only.
Other Directorships & Interlocks
| Company | Relationship to AWF | Potential Interlock/Conflict Considerations |
|---|---|---|
| Associated Banc-Corp (Director) | External public company directorship | No related-party transactions disclosed in AWF proxy; monitor portfolio holdings for any exposure to Associated Banc securities. |
Expertise & Qualifications
- Investment management executive experience (former CEO Legg Mason Partners Fund Advisor; chaired Citigroup mutual fund boards), and portfolio management track record at Smith Barney.
- Deep audit/governance expertise: Chair of audit committees (SCB Funds; AMMAF); recent chair roles on AB-affiliated fund boards.
- The Board highlights his contribution to governance via investment management and oversight experience.
Equity Ownership
| As of date | Dollar Range in AWF/ANMIF | Aggregate Dollar Range in AB Funds Complex |
|---|---|---|
| Dec 31, 2024 | None | Over $100,000 |
As of Feb 3, 2025, Directors and officers of each Fund, individually and as a group, owned less than 1% of shares of either Fund.
Governance Assessment
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Positive signals: Independence, multi-decade fund governance experience, and audit chair credentials support effective oversight; regular executive sessions of Independent Directors strengthen independence from management.
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Alignment: Aggregate AB Funds Complex holdings “Over $100,000” indicate general fund-complex exposure; however, no disclosed AWF/ANMIF holdings (“None”) suggests limited direct alignment with AWF’s shareholders.
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Engagement/readiness: Recent appointment (two months of service at proxy time) implies limited historical attendance data specific to AWF; Board/committee meeting cadence appears robust.
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Conflicts/related party: No related-party transactions or conflicts disclosed involving Gerken; the Adviser is an affiliate of the Funds, mitigated by independent Board leadership and committees.
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Structural efficiency: Board downsizing (eight to seven) effective Jan 1, 2025 could streamline decision-making and accountability.
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RED FLAGS:
- No AWF/ANMIF equity ownership disclosed for Gerken (“None”)—potentially weaker skin-in-the-game alignment at the fund level.
- Very short AWF tenure at time of proxy (approx. two months)—insufficient track record on AWF-specific attendance/engagement.
Overall: Governance profile is strong on expertise and independence, but fund-level ownership alignment is a gap to monitor, along with early-tenure engagement indicators over the coming fiscal periods.