Bryan Ward
About Bryan A. Ward
Bryan A. Ward (Date of Birth: February 4, 1955) is an Independent Trustee of Highland Global Allocation Fund (HGLB), serving since May 2006. He is Audit Committee Chair and designated audit committee financial expert, and is independent under the Investment Company Act of 1940 and NYSE Rule 303A.02. His current role is President – Private Banking at Lakeside Bank (since September 2023), with prior senior roles at CrossFirst Bank, private investing via BW Consulting, LLC, and a long tenure at Accenture; he is also a Director of Equity Metrix, LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lakeside Bank | President – Private Banking | Since Sep 2023 | Banking leadership; relevant financial oversight experience |
| CrossFirst Bank | Senior Advisor; President–Dallas; Business Development Banker | Apr 2019–Oct 2022 (Senior Advisor); Oct 2020–Jan 2023 (President–Dallas); Jan–Apr 2023 (Business Dev.) | Banking operations and growth oversight |
| BW Consulting, LLC | Private Investor | Since 2014 | Strategic investing; governance perspective |
| Anderson Consulting/Accenture | Management Consultant | 1991–2013 | Significant managerial and executive experience |
External Roles
| Organization | Role | Public/Private | Potential Interlocks/Notes |
|---|---|---|---|
| Equity Metrix, LLC | Director | Not specified | No HGLB-specific related-party exposure disclosed |
| Lakeside Bank | President – Private Banking | Private bank | No adviser or underwriter securities ownership by independent trustees or immediate family members |
Board Governance
- Independence: Independent Trustee under the 1940 Act and “independent” under NYSE Rule 303A.02 .
- Board structure: 5 Trustees; 4 Independent Trustees; classes with staggered three-year terms. Ward is Class I; nominated for re-election in 2025 for a term expiring at the 2028 annual meeting .
- Attendance: Board convened 7 times in FY ended Sep 30, 2024; each Trustee attended at least 75% of Board and Committee meetings during their service periods .
- Committees and roles:
- Audit and Qualified Legal Compliance Committee: Ward is Chair and audit committee financial expert; met 5 times in FY2024 .
- Governance and Compliance Committee: Member; met 5 times in FY2024 .
- Administration and Operations Committee: Member; met 5 times in FY2024 .
- Election mechanics: Plurality vote of common shares present (abstentions and broker non-votes counted for quorum, no effect on outcome) .
| Committee | Membership | Role | FY2024 Meetings |
|---|---|---|---|
| Audit and Qualified Legal Compliance | Froehlich, Ward, Powell, McWhorter | Ward: Chair; audit committee financial expert | 5 |
| Governance and Compliance | Froehlich, Ward, Powell, McWhorter | Member | 5 |
| Administration and Operations | Froehlich, Honis, Ward, Powell, McWhorter | Member | 5 |
Note: Administration and Operations Committee evolved from prior “Distribution and Alternatives Oversight Committee” by 2024; chair is the Interested Trustee (Honis) due to historical relationships with adviser affiliates .
Fixed Compensation
- Structure (FY2024 basis): Annual Trustee retainer $150,000 (allocated across fund complex portfolios); Chair of Board receives $20,000; each Committee Chair receives $10,000; no separate meeting fees; no pension/retirement plan .
- FY2023 structure reference: Board Chair and Audit Chair each received $10,000; otherwise same $150,000 retainer; no meeting fees; no pension/retirement plan .
| Item | FY2023 | FY2024 |
|---|---|---|
| Annual Trustee Retainer (cash) | $150,000 (fund complex allocation) | $150,000 (fund complex allocation) |
| Board Chair Additional Cash | $10,000 | $20,000 |
| Committee Chair Additional Cash | $10,000 (Audit Chair) | $10,000 (each Committee Chair) |
| Meeting Fees | None | None |
| Pension/Retirement Plan | None | None |
| Trustee | Aggregate Compensation from HGLB (Fund) | Aggregate Compensation from Fund Complex |
|---|---|---|
| Bryan A. Ward | $17,330 (FY2023) | $160,000 (FY2023) |
| Bryan A. Ward | $20,536 (FY2024) | $160,000 (FY2024) |
Performance Compensation
- No performance-based compensation is disclosed for Trustees; the Proxy’s remuneration section lists cash retainers and chair fees, with no equity awards, options, bonuses, performance metrics, or meeting fees .
- No clawbacks, severance, change-of-control, or gross-up disclosures applicable to Trustees appear in the Proxy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Conflict/Interlock |
|---|---|---|---|
| Equity Metrix, LLC | Director | Not disclosed | No related-party transactions tied to Ward disclosed; independent trustees and immediate family own no adviser/underwriter securities |
Expertise & Qualifications
- Audit committee financial expert designation; chairs Audit Committee; deep financial oversight experience .
- Significant managerial and executive experience; extensive management consulting background (Accenture) .
- Governance experience across the fund complex portfolios; long board tenure since May 2006 .
Equity Ownership
| Holder | Dollar Range of HGLB Shares | Aggregate Dollar Range Across Fund Complex | As-of Date |
|---|---|---|---|
| Bryan A. Ward | $10,001–$50,000 | $10,001–$50,000 | Feb 28, 2025 |
- Group holdings: Trustees and officers as a group owned less than 0.01% of outstanding common shares as of Feb 28, 2025 (indicative of low aggregate insider ownership for alignment) .
- Independence of holdings: None of the Independent Trustees or their immediate family members owned securities of the Adviser, principal underwriter, or their control affiliates as of Feb 28, 2025 .
Insider Trades
| Date | Form | Type | Shares/Units | Price | Notes |
|---|---|---|---|---|---|
| — | — | — | — | — | Proxy indicates Section 16(a) compliance by Officers, Trustees, and >10% holders in the past fiscal year; no delinquent filings noted . |
Governance Assessment
-
Strengths:
- Long-tenured Independent Trustee (since May 2006) with continuity and institutional knowledge .
- Audit Committee Chair and audit committee financial expert, with active committee cadence (5 meetings FY2024) and Board met 7 times; attendance at least 75%—supports oversight effectiveness .
- Independence confirmed under 1940 Act and NYSE rules; no adviser/underwriter securities held by Independent Trustees or immediate family—reduces conflict risk .
- Clear, cash-based compensation structure; Audit Chair premium of $10,000 consistent across the complex; no meeting fees or pensions—simplifies incentives .
-
Watch items / potential red flags:
- Aggregate insider ownership is <0.01% of outstanding shares—limited equity alignment at the board level for a closed-end fund structure .
- Structural related-party context: the fund’s adviser and affiliates operate overlapping businesses; co-investment allocation policies and an Interested Trustee (Honis) due to historical affiliate relationships (HCMLP Chapter 11) suggest ongoing conflict management needs (mitigated via committee oversight and governance policies) .
- No performance-based or equity-linked director compensation disclosed—typical for fund boards, but offers limited pay-for-performance signaling .
-
Signals impacting investor confidence:
- Re-election slate and continued audit leadership for Ward—stability in financial oversight .
- Committee structure clarity and meeting frequency—consistent governance processes .
- Section 16(a) compliance—no delinquent filings reported .