John Honis
About John Honis
John Honis (born June 16, 1958) serves as a Trustee of HFRO and is designated an “Interested Trustee” (not independent) due to relationships with historically affiliated entities of the Adviser, including Highland Capital Management, L.P. (HCMLP), arising out of HCMLP’s Chapter 11 proceedings, effective January 28, 2020 . He has served on the HFRO board since August 2017 and, as of the latest proxy, holds a three-year term expiring at the 2027 annual meeting; he oversees seven funds in the complex . His background includes senior leadership roles in financial and restructuring contexts, including presidencies at Rand Advisors and Valience Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rand Advisors, LLC | President; later Consultant | President: Aug 2013–Aug 2022; Consultant: since Aug 2022 | Financial/restructuring leadership experience |
| Valience Group, LLC | President | Since July 2021 | Executive leadership |
| Turtle Bay Resort, LLC | Manager | Aug 2011–Dec 2018 | Operating and restructuring experience |
| Various telecom firms | CEO/CRO roles (five firms) | Not specified | Restructuring/operating experience |
External Roles
- No current public company directorships disclosed for Honis in the latest proxy .
Board Governance
- Independence status: Interested Trustee under the 1940 Act (not independent) due to relationships with HCMLP; he is the only interested member on a five-person board (four Independent Trustees) .
- Board leadership: Ethan Powell (Independent) serves as Chairman of the Board .
- Committee assignments:
- Chairperson, Administration and Operations Committee; members include Dr. Froehlich, Honis, Ward, Powell, and McWhorter; met five times in FY2024 .
- Not a member of the Audit and Qualified Legal Compliance Committee (independent-only; met five times in FY2024; Ward is Chair and audit committee financial expert) .
- Not a member of the Governance and Compliance Committee (independent-only; met five times in FY2024; Froehlich is Chair; mandate includes conflicts oversight with NexPoint) .
- Attendance: During FY2024, the Board convened eight times; each Trustee attended at least 75% of the aggregate meetings of the Board and committees on which they served .
- Tenure/class: Class III Trustee; last re-elected to serve until the 2027 annual meeting (re-election on the 2024 ballot) .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Trustee retainer (Fund Complex) | $150,000 (cash), paid quarterly, allocated by relative net assets | Applies to Trustees overseeing all funds in the complex |
| Chair of Board fee | $20,000 (annual) | Not applicable to Honis unless serving as Chair (he is not) |
| Committee Chair fee | $10,000 (annual) | Honis is Chair of Administration and Operations Committee |
| Pension/retirement plan | None | Trustees have no pension or retirement plan |
| FY2024 aggregate compensation from HFRO (Fund) | $68,289 | Fund-level cash allocation |
| FY2024 aggregate compensation from Fund Complex | $160,000 | Complex-level total |
Performance Compensation
| Category | Structure | Metrics/Terms |
|---|---|---|
| Performance-based bonus | Not disclosed for Trustees (trustee compensation is described as cash retainers/fees) | No performance metric framework disclosed for Trustee pay |
| Equity awards (RSUs/PSUs/options) | Not disclosed for Trustees | No vesting schedules or performance goals disclosed |
| Clawback/change-in-control/severance | Not applicable to Trustees; not disclosed | No severance or CIC provisions disclosed for Trustees |
Note: HFRO’s proxy describes trustee compensation in terms of retainers/fees and explicitly notes no pension plan; it does not outline equity or performance-based components for Trustees .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company boards disclosed for Honis |
Expertise & Qualifications
- Significant experience in the financial industry; executive experience including president/CEO/CRO roles; experience on other boards (not specified in proxy) .
- Board views prior positions of Powell and Honis with the Adviser/historical affiliates as enhancing understanding of Adviser operations (context for board leadership structure) .
Equity Ownership
| Holder | Date | Dollar Range in HFRO | Aggregate Dollar Range in Fund Complex | Notes |
|---|---|---|---|---|
| John Honis | As of Feb 28, 2025 | $1–$10,000 | $1–$10,000 | Interested Trustee |
| John Honis | As of Feb 28, 2024 | None disclosed | None disclosed | — |
| Trustees and officers as a group | As of Feb 28, 2025 | — | — | Owned less than 0.01% of outstanding shares |
- Pledging/hedging: Not disclosed in the proxy.
- Ownership guidelines: Not disclosed for Trustees.
Governance Assessment
- Independence and conflicts: Honis is designated an Interested Trustee (not independent) due to relationships linked to HCMLP’s Chapter 11, a governance sensitivity given HFRO’s Adviser affiliations; the board mitigates via an independent majority and independent-only Audit and Governance/Compliance committees that oversee financial reporting, valuations, and conflicts with the Adviser/NexPoint .
- Committee leadership: As Chair of the Administration and Operations Committee (met five times in FY2024), Honis is engaged in oversight of administrative operations and intermediary arrangements—areas with potential conflict vectors—so independent committee oversight elsewhere remains important .
- Attendance and engagement: Board met eight times in FY2024; each Trustee met the ≥75% attendance threshold, indicating baseline engagement; his committee met five times .
- Pay and alignment: Trustee compensation is flat-fee cash-based (retainer plus chair stipends), with no disclosed performance/equity linkage; Honis’ complex-level FY2024 compensation was $160,000, with $68,289 allocated from HFRO, and no pension plan—typical for a registered fund but offers limited performance alignment .
- Ownership signal: Honis reported $1–$10,000 in HFRO holdings as of Feb 28, 2025, up from “None” disclosed as of Feb 28, 2024; overall board/officers own <0.01%—a modest “skin-in-the-game” signal that may be viewed as weak alignment by some investors .
RED FLAGS
- Interested status due to Adviser-affiliated relationships tied to HCMLP’s Chapter 11 (ongoing related-party sensitivity) .
- Low insider ownership (board and officers as a group <0.01%) and limited disclosed ownership by Honis ($1–$10,000) .
Mitigants
- Independent-majority board; independent-only Audit and Governance/Compliance committees; designated audit committee financial expert; explicit conflicts oversight mandate .
- Regular meeting cadence with minimum attendance met; committee activity (5 meetings for A&O) .