Scott Benjamin

About Scott Benjamin

Scott E. Benjamin (born 1973) is an Interested Director and Vice President of PGIM Global High Yield Fund, Inc. (GHY) and an Executive Vice President at PGIM Investments LLC; he joined the GHY Board in September 2012 and oversees 150 portfolios across the PGIM fund complex . The Fund’s proxy classifies him as “Interested” due to his affiliation with PGIM Investments; the Board is chaired by an Independent Director and met eight times in FY ended July 31, 2024, with 100% attendance by all Directors . As of December 31, 2024, his disclosed dollar range of equity in GHY was “None,” while his aggregate holdings across all registered investment companies overseen in the complex exceeded $100,000 .

Past Roles

External Roles

Fixed Compensation

• The Fund does not pay officers or Interested Directors; under the Management Agreement, the Manager (PGIM Investments) pays all compensation and expenses of officers and employees and the fees/expenses of all Interested Directors .
• No salary/bonus/equity details for Mr. Benjamin are disclosed in GHY’s proxy (Interested Directors and officers do not receive compensation from PGIM Investments‑managed funds) .

Performance Compensation

• Not disclosed by the Fund. The proxy provides no performance metric weightings, targets, PSU/RSU terms, option awards, clawbacks, or guidance for Mr. Benjamin (compensation is paid by the Manager, not the Fund) .

Equity Ownership & Alignment

Insider transactions (Form 4):

• On March 30, 2020, Mr. Benjamin filed a Form 4 reflecting open-market purchases in GHY; the filing was signed by Andrew R. French under power of attorney .
• Aggregated history (secondary source) shows multiple open‑market purchases in 2013–2014 and activity on March 30, 2020 across GHY/ISD; treat as directional and verify against EDGAR for trade‑level precision .

Pledging/hedging: No pledging/hedging disclosures specific to Mr. Benjamin were provided in the GHY proxy .

Ownership guidelines: No director/executive ownership guideline disclosures specific to Mr. Benjamin were provided in the GHY proxy .

Employment Terms

• Employment agreements, severance, non‑compete/non‑solicit, change‑of‑control terms, and clawback provisions for Mr. Benjamin are not disclosed by the Fund (compensation/agreements reside with PGIM/Prudential, not GHY) .

Board Governance (service, independence, committees)

Dual‑role implications:

• As an Interested Director and Fund officer (Vice President), Mr. Benjamin is not independent. The Board mitigates this via an Independent Chair structure and Independent‑only committee composition –.

Director Compensation (Board-level, for context)

• Independent Directors receive Fund‑level retainers; Interested Directors (including Mr. Benjamin) do not receive compensation from PGIM Investments‑managed funds .
• FY ended July 31, 2024 independent director compensation at GHY ranged from $1,950 to $2,327; complex‑wide totals ranged from $323,000 to $421,000 (illustrative; not applicable to Mr. Benjamin) .

Performance & Track Record

• The proxy does not attribute Fund TSR/revenue/EBITDA to Mr. Benjamin (he is neither the portfolio manager nor a compensated officer of the Fund). Fund‑level performance is reported in shareholder reports (N‑CSR), not in the proxy .

Related Party / Conflicts

• “Interested Director” status arises from affiliation with PGIM Investments (the Fund’s Manager), an indirect wholly owned subsidiary of Prudential Financial, Inc.; this is standard in registered fund complexes and is expressly disclosed –.
• No specific related‑party transactions or loans involving Mr. Benjamin are disclosed in the proxy –.

Say‑on‑Pay & Shareholder Feedback

• Not applicable. The Fund does not conduct executive say‑on‑pay votes because it does not compensate officers/Interested Directors; independent director comp is disclosed, but no advisory vote is presented –.

Expertise & Qualifications

• Senior executive tenure at PGIM Investments (EVP since 2009) with long‑standing leadership in product development, management, and marketing across retail and alternatives fund families; portfolio oversight breadth (150 portfolios) .
• Board member since 2012 across the PGIM funds complex; no external public company directorships disclosed in the proxy .

Work History & Career Trajectory

Compensation Committee Analysis

• The Fund has no Compensation Committee; standing committees are Audit, Nominating & Governance, Dryden Investment, and Compliance (independent‑only) .
• No compensation consultant disclosures are presented (the Fund does not pay officers/Interested Directors) –.

Risk Indicators & Filing Hygiene

• Section 16(a) compliance: For FY ended July 31, 2024 (and FY ended July 31, 2023), the Fund believes all filing requirements were met based on EDGAR review and written representations .
• Insider trading context: Mr. Benjamin reported purchases in March 2020 (Form 4 on EDGAR) .
• Governance structure mitigants: Independent Chair, independent‑only committees, and robust meeting cadence/attendance –.

Investment Implications

• Alignment: Benjamin held no GHY shares as of Dec 31, 2024, while holding over $100,000 across the complex; alignment to the specific fund is limited, typical for “Interested” insiders paid by the Manager rather than the Fund .
• Selling pressure: With disclosed GHY holdings “None” at year‑end 2024, insider‑sale overhang specific to Benjamin is de minimis; his last EDGAR‑verified transaction in GHY was a 2020 open‑market purchase .
• Governance quality: Independence safeguards (Independent Chair; independent‑only committees) reduce dual‑role concerns from his Interested Director status –.
• Data gaps: Compensation structure, vesting, severance/CoC, and ownership guidelines for Benjamin reside with PGIM/Prudential and are not disclosed by the Fund; investors should monitor PGIM/Prudential disclosures for any changes that could influence retention or incentives .