Grace Torres
About Grace C. Torres
Independent director of PGIM Global High Yield Fund, Inc. (GHY); year of birth 1959; joined the Fund’s Board (and other PGIM fund boards) in 2014. Retired finance executive and certified public accountant (CPA); formerly Treasurer and Principal Financial & Accounting Officer for PGIM/Prudential-affiliated funds and senior roles at PGIM Investments and related affiliates through 2014 . Independent under the 1940 Act and meets Exchange Act Rule 10A‑3 independence requirements for Audit Committee service . Board met eight times in FY ended July 31, 2024 and each director attended all Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PGIM Funds, Target Funds, Advanced Series Trust, Prudential Variable Contract Accounts, The Prudential Series Fund | Treasurer; Principal Financial & Accounting Officer | 1998–Jun 2014 | Led fund financial reporting and controls . |
| PGIM Investments LLC | Assistant Treasurer; Senior Vice President | Mar 1999–Jun 2014 (AT); Sep 1999–Jun 2014 (SVP) | Senior finance/operations leadership . |
| AST Investment Services, Inc. | Assistant Treasurer; Vice President | May 2003–Jun 2014 (AT); Jun 2005–Jun 2014 (VP) | Oversight of fund operations . |
| Prudential Annuities Advisory Services, Inc. | Senior Vice President; Assistant Treasurer | May 2003–Jun 2014 | Annuities platform finance leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OceanFirst Financial Corp. and OceanFirst Bank | Director | Since Jan 2018 | Board oversight at a regional bank . |
| Sun Bancorp, Inc. N.A. and Sun National Bank | Director | Jul 2015–Jan 2018 | Board service at prior financial institution . |
Board Governance
- Committees and roles: Audit Committee Chair; member, Compliance Committee .
- Independence: Not an “interested person” under the 1940 Act; Audit Committee meets Rule 10A‑3 independence .
- Attendance and engagement: Board met eight times in FY ended Jul 31, 2024; each director attended all Board and committee meetings of which they were members .
- Committee activity (FY ended Jul 31, 2024): Audit (4 meetings), Nominating & Governance (3), Dryden Investment (4), Compliance (4) .
| Committee | Role | FY 2024 Meetings |
|---|---|---|
| Audit | Chair | 4 |
| Compliance | Member | 4 |
| Nominating & Governance | Not a member | 3 (committee total) |
| Dryden Investment | Not a member | 4 (committee total) |
Audit oversight indicators: PwC appointed for FY 2025; audit fees $50,191 in FY 2024; non‑audit/tax/all‑other fees $0; all services pre‑approved; aggregate non‑audit fees to Manager/affiliates $0 (FY 2024) . Prior year audit fees $47,350; non‑audit fees $0 (FY 2023) .
Fixed Compensation
Independent directors receive annual compensation and committee fees paid by the Fund; interested directors’ fees are paid by the Manager. Independent directors may elect fee deferral under a deferred fee agreement; deferred amounts accrue interest per policy .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Fiscal Year Compensation from GHY (USD) | $2,220 | $2,167 |
| Pension/Retirement Benefits Accrued | None | None |
| Annual Benefits Upon Retirement | None | None |
| Total Compensation from PGIM Fund Complex (most recent calendar year, USD) | $372,000 (31/101 funds/portfolios) | $385,000 (33/105 funds/portfolios) |
Notes:
- Deferred fee program participation disclosed for certain directors (Alberding: $289,370; Evans: $345,480 deferred in 2024); no deferral amounts disclosed for Torres .
- “Annual compensation” comprises director fees; Manager pays fees/expenses of interested directors; Fund pays independent director fees and out‑of‑pocket expenses .
Performance Compensation
Independent director pay is not structured as performance‑based compensation; no stock/option/PSU awards or performance metrics are disclosed for directors.
| Performance‑Linked Element | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards (RSUs/PSUs), option grants | None disclosed; compensation described as fees | None disclosed; compensation described as fees |
| Performance metrics (revenue, EBITDA, TSR, ESG) | None disclosed for director compensation | None disclosed for director compensation |
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| OceanFirst Financial Corp./Bank | Regional banking | Director (since 2018) | No related‑party transactions with GHY disclosed; independence maintained under 1940 Act . |
| Sun Bancorp, Inc. N.A./Sun National Bank | Banking (former) | Director (2015–2018) | Past role; no current interlock with GHY disclosed . |
Expertise & Qualifications
- CPA credential; extensive fund/finance, accounting, and controls background across PGIM/Prudential‑affiliated funds and annuities platforms .
- Audit Committee leadership; committee oversight of auditor appointment and pre‑approval processes; meets SEC Rule 10A‑3 independence .
- Board skills profile emphasizes ability to critically review information, interact with service providers, and exercise business judgment; all directors demonstrated commitment and attendance in FY 2024 .
Equity Ownership
As of Dec 31, 2024:
| Holding | Amount |
|---|---|
| Dollar Range of Equity Securities in GHY | None |
| Aggregate Dollar Range of Equity Securities in all registered investment companies overseen (Fund Complex) | Over $100,000 |
Additional disclosure: As of Dec 31, 2024, none of the Independent Directors or immediate family members beneficially owned any securities of the investment adviser or principal underwriter, or their control affiliates .
Governance Assessment
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Strengths
- Independence and audit oversight: Audit Committee chaired by Torres; all members independent under 1940 Act and Rule 10A‑3; robust pre‑approval of audit/non‑audit services; non‑audit fees to Fund and Manager/affiliates were $0 in FY 2024, signaling tight controls .
- Engagement: 100% attendance at Board and committee meetings; Board held eight meetings in FY 2024; committee cadence consistent with oversight demands .
- Qualifications: CPA with deep fund accounting/treasury experience; relevant for audit chair responsibilities .
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Alignment considerations
- Ownership: No GHY share holdings, though “Over $100,000” across the Fund Complex. Absence of GHY holdings may be viewed as neutral to alignment at the individual fund level; directors are permitted to defer fees instead of equity awards .
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Potential conflicts and mitigants
- Prior employment ties: Significant pre‑2014 executive roles across PGIM/Prudential affiliates (Manager and related entities). Mitigant: Board determination of independence; audit committee composition complies with Rule 10A‑3 .
- Related‑party exposure: No beneficial ownership of adviser/underwriter securities by independent directors or immediate family as of Dec 31, 2024 .
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RED FLAGS
- None disclosed regarding related‑party transactions, hedging/pledging, tax gross‑ups, say‑on‑pay anomalies, legal proceedings, or option repricing in the director context for GHY .