Brian Reid

About Brian Reid

Independent director (born 1961) of GHY, serving since 2018; retired economist with more than 30 years’ experience including 13 years as Chief Economist at the Investment Company Institute (ICI) and prior staff economist roles at the Federal Reserve Board. Oversees 104 portfolios across the PGIM fund complex; currently a Class I nominee for a new term through the 2028 annual meeting. Independence affirmed under the 1940 Act; Board is chaired by an Independent Director, with strong attendance—each director attended all Board and committee meetings in FY 2024.

Past Roles

External Roles

Board Governance

• Structure and independence

  • Board of eight members; six are Independent Directors. Independent Director serves as Board Chair and is ex-officio on each standing committee.
  • Independence affirmed for all members of Audit and Nominating & Governance Committees.

• Committee assignments and engagement (FY ended July 31, 2024)

  Committee	Role	Chair	Meetings Held	Notes
  Compliance	Chair	Brian Reid	4	Liaison to CCO; oversight of compliance matters
  Audit	Member	Grace Torres	4	Oversight of accounting, auditor, pre-approval of services
  Dryden Investment	Member	Barry Evans	4	Reviews performance across fixed income/real estate/closed-end funds
  Nominating & Governance	Not listed as member	Kevin Bannon	3	Board composition, governance practices

• Attendance

  Metric	FY 2023	FY 2024
  Board Meetings Held	7	8
  Attendance	100% for all directors and committees served	100% for all directors and committees served

• Tenure and election

  • Joined the Board in 2018; Class I nominee for a term expiring at the 2028 annual meeting.
  • Retirement policy: Directors retire December 31 of the year they turn 75.

Fixed Compensation

• Compensation is paid as annual cash compensation by the Fund to Independent Directors; interested directors’ fees are paid by the Manager. Independent Directors may receive additional compensation for committee service; fees may be deferred under a deferred fee agreement. The Fund does not have a retirement or pension plan for Independent Directors.

• Director cash compensation (Brian Reid)

  Metric	FY ended Jul 31, 2023	FY ended Jul 31, 2024
  Aggregate Compensation from GHY (USD)	$2,220	$2,177
  Pension/Retirement Benefits Accrued	None	None
  Annual Benefits upon Retirement	None	None

• Total compensation across PGIM fund complex (Brian Reid)

  Metric	CY 2023	CY 2024
  Total Compensation from Fund Complex (USD)	$376,000 (31 funds / 101 portfolios)	$385,000 (33 funds / 105 portfolios)

• Deferred fees program: Independent Directors may defer fees; accrued amounts earn interest at 90-day T-bill rate or daily return of designated PGIM-managed fund; obligation is a general obligation of the Fund. (Examples of deferrals disclosed for other directors, not Brian.)

Performance Compensation

• No performance-based bonuses, options, RSUs, PSUs, or equity-linked awards for Independent Directors are disclosed in the proxy. Compensation structure is cash-based with optional fee deferral; no retirement/pension plan.

Other Directorships & Interlocks

• No other public company directorships disclosed for Brian Reid in the past five years; “None.”
• Board cautions that ownership of Prudential Financial, Inc. (parent of Manager) would deem a person an interested person; no such relationship disclosed for Brian.

Expertise & Qualifications

• Deep economics and investment fund industry expertise: 13 years as ICI Chief Economist; prior Federal Reserve Board economist; extensive industry and financial analysis experience.
• Board collectively emphasizes ability to critically review and interact with service providers; Brian’s background complements this skill set.

Equity Ownership

• Dollar range of beneficial ownership

  As of Date	GHY Dollar Range	Aggregate Dollar Range in Fund Complex
  Dec 31, 2023	Over $100,000	Over $100,000
  Dec 31, 2024	Over $100,000	Over $100,000

• Independence and related-party holdings

  • As of Dec 31, 2024, none of the Independent Directors or immediate family members owned, beneficially or of record, any securities in the Fund’s investment adviser, principal underwriter, or their control affiliates.
  • As of Dec 31, 2023, same independence confirmation.

Governance Assessment

• Strong independence and oversight: Independent Chair; Reid serves as Compliance Committee Chair and Audit Committee member; committees composed entirely of Independent Directors where required.
• High engagement: Perfect attendance reported for Board and committees in FY 2023 and FY 2024, indicating strong participation and oversight rigor.
• Alignment signals: Material personal investment—“Over $100,000” in GHY—supports skin-in-the-game; no pledging, hedging, or related-party holdings disclosed.
• Compensation governance: Cash-only director pay with no equity or performance awards; modest Fund-level compensation and transparent fund complex totals; optional fee deferral with defined accrual terms; no pension/retirement plan.
• Board continuity and refresh: Reid’s tenure since 2018 provides continuity; retirement age policy at 75 supports periodic refresh; up for election to 2028.

RED FLAGS: None disclosed—no related-party transactions, no low attendance, no equity award repricing, no tax gross-ups, and no pledging/hedging disclosures affecting alignment.