Bryan A. Ward
About Bryan A. Ward
Independent Trustee (Class I) of Highland Opportunities and Income Fund (HFRO) since August 2017; date of birth February 4, 1955; currently nominated for re‑election to a three‑year term expiring at the 2028 Annual Meeting. Professional background includes private banking leadership (President – Private Banking at Lakeside Bank since September 2023), prior commercial banking roles at CrossFirst Bank, and management consulting with Accenture; serves as Audit Committee Chair and designated audit committee financial expert. Independence affirmed under the 1940 Act and NYSE rules; each trustee attended at least 75% of Board and committee meetings in FY2024 and FY2023, with similar attendance in FY2022.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lakeside Bank | President – Private Banking | Since Sep 2023 | Banking leadership; financial oversight experience supports audit expertise |
| CrossFirst Bank | Business Development Banker; President – Dallas; Senior Advisor | Business Development Banker Jan–Apr 2023; President–Dallas Oct 2020–Jan 2023; Senior Advisor Apr 2019–Oct 2022 | Commercial banking operations and business development; governance experience |
| BW Consulting, LLC | Private Investor | Since 2014 | Strategic advisory experience |
| Anderson Consulting/Accenture | Consultant | 1991–2013 | Large‑scale operations and management consulting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Equity Metrix, LLC | Director | Not specified | Board experience; no public company directorships disclosed |
| Various (Adviser affiliates noted in proxies) | None disclosed for Ward | N/A | Proxies list general affiliate relationships for Fund/Adviser, not Ward‑specific |
Board Governance
- Board classification: Class I Trustee; nominated for re‑election to serve through the 2028 Annual Meeting.
- Independence: Identified as an Independent Trustee under the 1940 Act and NYSE Rule 303A.02.
- Committee memberships: Audit and Qualified Legal Compliance Committee (Chair; financial expert), Governance and Compliance Committee (member), Administration and Operations Committee (member).
- Attendance: Board convened 8 times in FY2024; each trustee attended at least 75% of Board and relevant committee meetings. Board convened 9 times in FY2023 and FY2022 with ≥75% attendance for each trustee.
- Executive sessions/governance: Independent committees chaired by independent trustees; periodic meetings with independent legal counsel; annual self‑assessment.
- Annual Meeting attendance: Encouraged but not required for trustees.
Committee Activity (Engagement Signal)
| Committee | FY2022 Meetings | FY2023 Meetings | FY2024 Meetings |
|---|---|---|---|
| Audit & Qualified Legal Compliance | 5 | 4 | 5 |
| Governance & Compliance | 5 | 6 | 5 |
| Administration & Operations (formerly Distribution & Alternatives Oversight) | 4 | 5 | 5 |
Fixed Compensation
- Structure: Annual trustee retainer $150,000 across Fund Complex; reimbursed out‑of‑pocket expenses; no meeting fees; no pension/retirement plan.
- Chair premiums: Chairman of the Board receives $20,000 (FY2024 policy updated in 2025 proxy); Chairperson of each Committee receives $10,000. Previously (FY2023/FY2022 proxies), Board Chair and Audit Chair each received $10,000.
Reported Compensation (Fund vs. Fund Complex)
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Aggregate Compensation from HFRO (Fund) | $41,089 | $55,753 | $68,289 |
| Aggregate Compensation from Fund Complex | $160,000 | $160,000 | $160,000 |
Performance Compensation
- Directors do not receive performance‑based pay (no bonuses, RSUs/PSUs, options), and no separate committee or meeting fees beyond stated chair premiums; no pension/retirement benefits disclosed.
| Component | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Annual bonus | None | None | None |
| Equity awards (RSU/PSU) | None | None | None |
| Option awards | None | None | None |
| Pension/SERP | None | None | None |
Other Directorships & Interlocks
- Public company boards: None disclosed for Ward.
- Private/non‑profit roles: Director at Equity Metrix, LLC; prior/other roles as above.
- Shared directorships/interlocks: Not disclosed for Ward.
Expertise & Qualifications
- Audit Committee Chair and designated audit committee financial expert; extensive board experience and executive/managerial background.
- Financial services leadership (private banking) and management consulting credentials.
- Contributes governance oversight in valuations under Rule 2a‑5 via Audit Committee responsibilities.
Equity Ownership
- Beneficial ownership (dollar range) in HFRO: “None” as of Feb 28 for 2023, 2024, 2025; aggregate holdings in Fund Complex increased/decreased within disclosed ranges.
- Group ownership: Trustees and officers as a group owned less than 0.01% of HFRO outstanding shares as of Feb 28, 2025.
| Metric | As of Feb 28, 2023 | As of Feb 28, 2024 | As of Feb 28, 2025 |
|---|---|---|---|
| Dollar Range of Shares of HFRO | None | None | None |
| Aggregate $ Range in Fund Complex | $50,001–$100,000 | $10,001–$50,000 | $10,001–$50,000 |
Governance Assessment
- Strengths: Long tenure since 2017 provides continuity; independence affirmed; acts as Audit Committee Chair and financial expert; committee activity levels are consistent (5 Audit meetings in FY2024), indicating engagement; trustees maintained ≥75% attendance across 2022–2024. These elements support oversight effectiveness.
- Compensation alignment: Cash‑only retainer with modest chair premiums; no equity or performance‑based pay reduces risk of misaligned incentives or earnings‑linked conflicts.
- Potential conflicts: Proxies disclose broad affiliate relationships (NexPoint/Skyview) and co‑investment/allocation policies; however, note that none of the Independent Trustees or their immediate family members owned securities of the Adviser or principal underwriter as of the measurement dates, mitigating direct conflicts. Governance & Compliance Committee oversees conflicts and litigation related to securities held by the Fund/Adviser.
- RED FLAGS:
- Zero personal HFRO share ownership (“None”) across 2023–2025 may weaken “skin‑in‑the‑game” alignment versus shareholder interests.
- Complex affiliate service arrangements (Adviser, Skyview, sub‑administration) require vigilant oversight; while the Board describes policies and committee oversight, investors should monitor execution and independence in valuations and allocations.
Overall, Ward’s audit leadership, independence, and consistent committee engagement are positives for investor confidence, but lack of HFRO share ownership and the Fund’s affiliate ecosystem are alignment and conflict‑monitoring considerations.