John Honis
About John Honis
John Honis (born 6/16/1958) has served as a Trustee of Highland Global Allocation Fund since July 2013 and is currently a Class III Trustee with a term expiring at the 2027 annual meeting. He is treated as an “Interested Trustee” effective January 28, 2020 due to relationships with historically affiliated entities of the Adviser, including Highland Capital Management, L.P. related to HCMLP’s Chapter 11 proceedings. He is President of Valience Group, LLC (since July 2021) and formerly President of Rand Advisors, LLC (Aug 2013–Aug 2022); he has extensive executive and restructuring experience, including as CEO/Chief Restructuring Officer across five telecom firms, and oversees 7 funds in the Fund Complex.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rand Advisors, LLC | President | Aug 2013–Aug 2022 | Executive leadership in financial industry |
| Rand Advisors, LLC | Consultant | Since Aug 2022 | Ongoing advisory role |
| Valience Group, LLC | President | Since Jul 2021 | Executive leadership |
| Turtle Bay Resort, LLC | Manager | Aug 2011–Dec 2018 | Operating leadership experience |
External Roles
| Entity | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Highland Global Allocation Fund (HGLB) | Trustee (Class III) | Since Jul 2013; term to 2027 | Administration & Operations Committee Chair |
| Fund Complex (NFI series, NFII series, HFRO, NRESF, NexPoint Capital, Inc.) | Trustee overseeing 7 funds | Ongoing | Cross-complex governance oversight |
Board Governance
- Independence status: Interested Trustee effective Jan 28, 2020 due to relationships with historically affiliated entities of the Adviser and HCMLP’s Chapter 11.
- Board activity and attendance: Board convened 7 times in FY ended Sept 30, 2024; each Trustee attended at least 75% of Board and Committee meetings. In FY ended Sept 30, 2023, Board convened 8 times; each Trustee attended at least 75%.
- Committee structure: Audit and Governance & Compliance Committees are chaired by Independent Trustees; Honis chairs Administration & Operations.
| Committee | Members | Chair | FY 2024 Meetings |
|---|---|---|---|
| Audit & Qualified Legal Compliance | Froehlich, Ward, Powell, McWhorter | Bryan A. Ward | 5 |
| Governance & Compliance | Froehlich, Ward, Powell, McWhorter | Dr. Bob Froehlich | 5 |
| Administration & Operations | Froehlich, Honis, Ward, Powell, McWhorter | John Honis | 5 |
Fixed Compensation
- Policy: Trustees receive an annual retainer of $150,000; reimbursed for meeting expenses. The Chairman of the Board receives an additional $20,000 and each Committee Chair receives $10,000; no separate meeting fees; no pension or retirement plan.
- FY 2023 policy variant: Chairman of the Board and Chairman of the Audit Committee each received an additional $10,000.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation From the Fund (USD) | $16,247 | $20,536 |
| Aggregate Compensation From the Fund Complex (USD) | $150,000 | $160,000 |
Performance Compensation
- No performance-based metrics, equity awards, options, or meeting fees are disclosed for Trustees; compensation is primarily fixed cash retainers with chair stipends.
| Performance Component | Details |
|---|---|
| Performance Metrics (e.g., TSR, EBITDA) | None disclosed for Trustees |
| Equity/Options | None disclosed |
| Clawbacks / CoC / Severance | Not disclosed for Trustees |
Other Directorships & Interlocks
| Organization | Role | Interlock/Notes |
|---|---|---|
| Fund Complex (NFI, NFII, HFRO, NRESF, NexPoint Capital, Inc.) | Trustee across 7 funds | Governance oversight across Adviser-managed vehicles |
Expertise & Qualifications
- Significant financial industry experience; extensive managerial and executive leadership; experience as president/CEO/Chief Restructuring Officer of five telecom firms; service on other boards.
- Audit committee financial expert for HGLB is Bryan A. Ward (not Honis).
Equity Ownership
| Metric | As of Feb 28, 2024 | As of Feb 28, 2025 |
|---|---|---|
| Dollar Range of Shares of HGLB | None | None |
| Aggregate Dollar Range in Fund Complex | None | $1–$10,000 |
| Trustees & Officers Group Ownership of HGLB | <0.01% of outstanding shares | <0.01% of outstanding shares |
Insider Trades and Section 16
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Section 16(a) filing delinquencies for Trustees | None reported; Fund believes all complied | None reported; Fund believes all complied |
Governance Assessment
- Independence & conflicts: Honis is treated as an Interested Trustee due to ties to historically affiliated entities of the Adviser and HCMLP’s Chapter 11, introducing potential conflict-of-interest perceptions. This is partially mitigated by the Governance & Compliance Committee (all Independent Trustees) overseeing Fund governance, nominations, Trustee compensation, and conflict matters with NexPoint, and by independent legal counsel involvement.
- Committee chair influence: As Chair of Administration & Operations, Honis oversees administrative operations and arrangements with financial intermediaries, including Fund payments to them—an area requiring robust conflict controls given Adviser affiliate relationships.
- Attendance & engagement: Board met 7 times in FY 2024 (8 in FY 2023) with ≥75% attendance across Trustees, indicating baseline engagement.
- Compensation alignment: Trustee pay is largely fixed cash retainer with chair stipends and no disclosed performance metrics or equity—standard for funds but offers limited “pay-for-performance” alignment.
- Ownership alignment: No HGLB ownership and only $1–$10k aggregate across the Fund Complex as of Feb 28, 2025; group ownership <0.01%, suggesting limited “skin in the game.” This can be viewed as weak ownership alignment for investor confidence.
- Shareholder rights & indemnification: December 2021 amendments strengthened trustee/officer indemnification (including potential expense advances via approved indemnification agreements) and adopted detailed bylaws on meetings, nominations, advance notice, proxy access timing, and trustee qualification standards. These provisions can raise investor advocacy concerns if perceived to entrench governance, though they are common in fund structures.
RED FLAGS
- Interested Trustee status linked to HCMLP proceedings (conflict perception).
- Very low personal ownership in HGLB and minimal aggregate complex holdings.
- Chairing Operations/Intermediary-payments oversight while connected to Adviser-related entities—requires strong conflict governance.
- Expanded indemnification and stringent bylaw provisions (advance notice/qualification) may be viewed as entrenching. -