Stephanie Vitiello
About Stephanie Vitiello
Stephanie Vitiello serves as Secretary (since April 2021) and as Chief Compliance Officer and Anti-Money Laundering Officer (since November 2021) of Highland Opportunities and Income Fund (HFRO). Her date of birth is June 21, 1983. She is Chief Compliance Officer and Counsel of Skyview Group since February 2021 and previously held legal roles at Highland Capital Management, L.P. (HCMLP) including Managing Director – Distressed, Assistant General Counsel, Associate General Counsel, and In‑House Counsel . She earned a B.S. in Finance from Rutgers University and a J.D., cum laude, from SMU Dedman School of Law; she is a member of the State Bar of Texas and is currently obtaining a Master of Science in Legal Studies from Cornell Law School . HFRO’s proxy statements note that executive officers receive no direct remuneration from the Fund; compensation is paid by the Adviser and its affiliates .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skyview Group | Chief Compliance Officer and Counsel | Feb 2021–Present | Leads compliance program and legal counsel supporting NexPoint/Adviser operations serving HFRO |
| Highland Capital Management, L.P. (HCMLP) | Managing Director – Distressed; Assistant General Counsel; Associate General Counsel; In‑House Counsel | 2014–2021 (joined NexPoint complex Oct 2014) | Legal leadership across distressed investments and fund complex governance; precursor to CCO role at Skyview |
| Citigroup (NYC) | Accountant | Pre‑Oct 2014 | Financial controls/industry accounting experience applied to investment fund compliance |
| TPG (TX) | Accountant | Pre‑Oct 2014 | Financial reporting and operational accounting experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NexPoint Capital, Inc. | Secretary; Chief Compliance Officer; Anti‑Money Laundering Officer | Secretary since Apr 2021; CCO/AML since Nov 2021 | Corporate officer across NexPoint BDC and fund complex; point of contact for governance communications |
| Voice of Hope (Dallas) | Board of Trustees – Secretary | Current (tenure not disclosed) | Community leadership and nonprofit governance |
Fixed Compensation
| Component | HFRO Disclosure | Amount/Terms |
|---|---|---|
| Base Salary | Not paid by the Fund | Executive officers “receive no direct remuneration from the Fund.” Compensation is paid by the Adviser and Skyview personnel arrangements |
| Target Bonus % | Not disclosed by HFRO | Not disclosed |
| Actual Bonus Paid | Not disclosed by HFRO | Not disclosed |
| Cash Retainers (Trustees) | Governance context | Independent Trustees received annual retainers; e.g., $150,000 retainer, plus chair stipends (Chairman $20,000; Committee Chair $10,000); allocation across funds; no pension |
The Adviser's Services Agreement with Skyview specifies the Adviser compensates all Adviser and Skyview personnel providing services to the Fund .
Performance Compensation
| Incentive Type | Metrics | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive | Not disclosed by HFRO for officers | — | — | — | — | — |
| RSUs/PSUs | Not disclosed by HFRO for officers | — | — | — | — | — |
| Options | Not disclosed by HFRO for officers | — | — | — | — | — |
HFRO does not disclose executive officer pay plans or performance metric linkages because officers are compensated by the Adviser, not the Fund .
Equity Ownership & Alignment
| Item | Disclosure | Detail |
|---|---|---|
| Beneficial Ownership (Stephanie Vitiello) | Not individually disclosed | HFRO proxies provide dollar ranges for Trustees only; officers’ individual holdings are not itemized |
| Officers/Trustees as a Group | <0.01% of outstanding shares (as of Feb 28, 2025 and 2024) | Indicates limited direct “skin‑in‑the‑game” across HFRO leadership group |
| Pledging/Hedging | Not disclosed | No HFRO proxy policy disclosures on officer pledging/hedging were found |
| Stock Ownership Guidelines (Officers) | Not disclosed | HFRO does not disclose officer stock ownership guideline requirements |
Employment Terms
| Term | Disclosure | Detail |
|---|---|---|
| Role Tenure | Secretary since Apr 2021; CCO & AML Officer since Nov 2021 | Indefinite term; serves at pleasure of Trustees |
| Employment Contract | Not disclosed | Officers serve at pleasure of Trustees; no contract terms disclosed in HFRO proxy |
| Severance | Not disclosed | No severance provisions disclosed for officers |
| Change‑of‑Control | Not disclosed | No change‑of‑control economics disclosed for officers |
| Clawbacks | Not disclosed | No clawback policy disclosures for officers |
| Non‑Compete / Non‑Solicit | Not disclosed | Not addressed in HFRO proxy |
| Garden Leave / Consulting | Not disclosed | Not addressed in HFRO proxy |
| Governance Duties | Secretary signs proxy statements and facilitates shareholder communications to Trustees | “By Order of the Board of Trustees, /s/ Stephanie Vitiello, Secretary”; communications directed to Secretary’s office |
Additional Governance Context
- Administration and Operations Committee oversees Fund administrative operations; Trustees (not officers) compensated via retainers; officers receive no direct remuneration from HFRO .
- Adviser fee structures and Services Agreement: HFRO pays the Adviser management and administration fees; Adviser engages Skyview and compensates personnel serving HFRO .
Investment Implications
- Compensation alignment: HFRO officers are paid by the Adviser/Skyview rather than the Fund, and HFRO does not disclose officer‑level salary, bonus, or equity awards; this limits direct Fund‑level pay‑for‑performance visibility for Stephanie Vitiello .
- Ownership/pressure: HFRO indicates <0.01% aggregate ownership by Trustees and officers, implying minimal direct insider selling pressure at the Fund level; individual officer holdings (including Vitiello) are not disclosed .
- Retention risk: Roles are indefinite and serve at the pleasure of the Board; absence of disclosed severance or change‑of‑control terms suggests low contractual retention protections at the Fund level, though her CCO/Counsel responsibilities span the NexPoint complex, which may support continuity .
- Governance influence: As Secretary and CCO, Vitiello is the gatekeeper for shareholder communications and compliance oversight; her legal/compliance background (Rutgers B.S.; SMU J.D.; Texas Bar; Cornell MSLS in progress) supports robust regulatory adherence—key for closed‑end fund operations and trading confidence .
No HFRO disclosures were found regarding officer performance metrics (TSR, revenue/EBITDA targets), vesting schedules, pledging/hedging policies, or stock ownership guidelines for officers. All available proxy data indicate officers are not compensated directly by the Fund and serve under indefinite terms set by the Board .