Keith Hartstein
About Keith F. Hartstein
Independent Chair of the Board since 2013; born in 1956; retired asset management executive with 30+ years’ experience, including President & CEO of John Hancock Funds. Oversees 104 portfolios across the PGIM fund complex; serves as ex‑officio member of all standing committees as part of his Independent Chair role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John Hancock Funds, LLC | President & Chief Executive Officer | 2005–2012 | Led asset management distribution and operations |
| John Hancock Funds, LLC | Senior Vice President | 2004–2005 | Senior leadership in asset management |
| John Hancock Funds, LLC | SVP, Sales & Marketing | 1997–2004 | Oversaw sales force and marketing strategy |
| John Hancock Funds, LLC | Executive Management Roles | 1990–1997 | Various executive positions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent Directors Council (IDC) | Governing Council Member | Nov 2014–Sep 2022 | Industry governance body for independent mutual fund directors |
| IDC Board of Governors | Executive Committee Member | Oct 2019–Dec 2021 | Leadership role in director governance |
| Investment Company Institute (ICI) | Chair, Sales Force Marketing Committee | 2003–2008 | Oversight of industry sales/marketing practices |
Board Governance
- Independent Chair; Board has eight members, six are Independent Directors .
- Board met eight times in FY ended July 31, 2024; each Director attended all Board and committee meetings of which they were members (100% attendance) .
- Independence: Not an “interested person” under the 1940 Act; Audit Committee independence complies with SEC Rule 10A‑3(b)(1) .
| Committee | Role | Chair | Meetings (FY ended Jul 31, 2024) | Notes |
|---|---|---|---|---|
| Audit | Ex‑officio member | Grace Torres | 4 | All members (incl. ex‑officio) not “interested persons”; Rule 10A‑3 independence |
| Nominating & Governance | Ex‑officio member | Kevin Bannon | 3 | Committee charter available via fund website |
| Dryden Investment | Ex‑officio member | Barry Evans | 4 | Reviews performance of fixed income/RE/closed‑end funds |
| Compliance | Ex‑officio member | Brian Reid | 4 | Liaison with CCO; oversight of compliance matters |
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Aggregate compensation from GHY | $2,327 | FY ended Jul 31, 2024 | Independent Directors receive annual compensation; committee service may add compensation |
| Pension/Retirement benefits | None | FY ended Jul 31, 2024 | Fund does not have a retirement/pension plan for Independent Directors |
| Annual benefits upon retirement | None | FY ended Jul 31, 2024 | — |
| Total compensation from Fund Complex | $421,000 (33/105) | CY 2024 | Compensation across PGIM fund complex portfolios in existence during 2024 |
| Deferred fees election | Not disclosed for Hartstein | CY 2024 | Deferral amounts disclosed for Alberding ($289,370) and Evans ($345,480) |
Independent Directors may defer fees; deferred amounts accrue interest at 90‑day T‑bill rate or track a chosen PGIM mutual fund; obligations are general obligations of the Fund .
Performance Compensation
| Element | Disclosure | Notes |
|---|---|---|
| Equity awards (RSUs/DSUs) | Not disclosed in director compensation table | Compensation table presents cash compensation; no equity awards are shown |
| Option awards | Not disclosed | — |
| Performance metrics (TSR/Revenue/EBITDA/ESG) | Not disclosed | Director pay appears non‑performance‑based per proxy compensation presentation |
| Clawbacks/COC provisions | Not disclosed | No clawback or change‑of‑control terms disclosed for directors in proxy |
Other Directorships & Interlocks
| Company | Role | Dates | Interlocks/Conflicts |
|---|---|---|---|
| None | — | — | No other public company directorships in past five years |
Expertise & Qualifications
- Asset management leadership (former President & CEO, John Hancock Funds) with deep sales and marketing oversight experience .
- Governance leadership via IDC Governing Council and Executive Committee roles; industry committee leadership at ICI .
- Independent Board Chair across a complex of 104 portfolios, indicating broad oversight experience .
Equity Ownership
| Security | Ownership Range | As of Date | Aggregate Across Fund Complex |
|---|---|---|---|
| GHY (Fund) | $10,001–$50,000 | Dec 31, 2024 | Over $100,000 in all registered investment companies overseen |
- As of Dec 31, 2024, none of the Independent Directors or immediate family members owned securities in the Fund’s investment adviser or principal underwriter, or any person (other than a registered investment company) controlling, controlled by, or under common control with the Manager or Subadviser .
Governance Assessment
- Board effectiveness: Independent Chair structure with ex‑officio participation across committees supports cross‑functional oversight; committees met regularly (3–4 times each) and the Board met eight times with 100% director attendance, signaling strong engagement .
- Independence and conflicts: Audit Committee conforms to SEC Rule 10A‑3 independence and directors are not “interested persons”; no related‑party ownership by Independent Directors or immediate family in adviser/underwriter entities, reducing conflict risk .
- Alignment: Hartstein holds $10,001–$50,000 in GHY and over $100,000 across the complex, indicating some economic alignment with shareholders; compensation is cash‑based in the proxy presentation with no equity awards disclosed, typical for investment company directors .
- Compensation magnitude and scope: $421,000 from the fund complex reflects multi‑fund responsibilities (33 funds/105 portfolios); fee deferral mechanics exist but no deferral reported for Hartstein, limiting potential alignment via deferred units tracking PGIM funds .
RED FLAGS:
- None disclosed regarding related‑party transactions, pledging, hedging, or low attendance; no equity or option repricing, tax gross‑ups, or severance/change‑of‑control provisions are disclosed for directors .