Robert Agdern
About Robert D. Agdern
Independent Director of HIO since 2015; birth year 1950. Serves on the Nominating, Audit, Compensation, and Pricing & Valuation Committees and is designated Compliance Liaison; oversees 17 portfolios in the Franklin Templeton fund complex. Background includes Deputy General Counsel for BP plc focusing on Western Hemisphere matters (1999–2001), Associate General Counsel at Amoco Corporation (1993–1998), and Advisory Committee member at Kellogg Graduate School of Business’ Dispute Resolution Research Center (2002–2016). Classified as a Non‑Interested (Independent) Director under the 1940 Act; “Other Directorships Held by Director: None.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP plc | Deputy General Counsel (Western Hemisphere matters) | 1999–2001 | Senior legal leadership; oversight of corporate matters and regional legal strategy |
| Amoco Corporation | Associate General Counsel (corporate, chemical, refining & marketing) | 1993–1998 | Led corporate and business unit legal matters; special assignments; Amoco merged with BP in 1998 |
| Kellogg Graduate School of Business, Northwestern University | Advisory Committee Member, Dispute Resolution Research Center | 2002–2016 | Academic advisory role; dispute resolution and governance insights |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Other Public Company Boards | None | N/A | “Other Directorships Held by Director: None.” |
| Franklin Templeton Fund Complex | Director across fund complex | Current | Oversees 17 portfolios in the fund complex |
Board Governance
- Independence: Non‑Interested Director; HIO Board currently has eight directors, seven Independent; Independent Chair (Eileen A. Kamerick) leads executive sessions of Independent Directors.
- Committee memberships: Audit, Nominating, Compensation, Pricing & Valuation; Compliance Liaison designation. Not a committee chair.
- Attendance and engagement: FY ended 9/30/2024—Board held 4 regular meetings; each Director attended at least 75% of Board and applicable committee meetings; no Director attended the 2024 Annual Meeting of Stockholders.
- Committee activity and leadership structure:
- Audit Committee: All Independent Directors; chaired by Nisha Kumar (audit committee financial expert); met 4x in FY 2024; Agdern co‑signed Audit Committee report (Nov 13, 2024).
- Nominating Committee: All Independent Directors; chaired by Hillary A. Sale; met 7x in FY 2024.
- Pricing & Valuation Committee: All Independent Directors; chaired by Carol L. Colman; met 4x in FY 2024.
- Compensation Committee: All Independent Directors; chaired by Peter Mason; met 1x in FY 2024.
Committee Assignments Summary
| Committee | Membership | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Member | Nisha Kumar | 4 |
| Nominating | Member | Hillary A. Sale | 7 |
| Pricing & Valuation | Member | Carol L. Colman | 4 |
| Compensation | Member | Peter Mason | 1 |
| Compliance Liaison | Compliance Liaison | N/A | N/A |
Fixed Compensation
- Structure: Independent Director compensation recommended by the Compensation Committee; amounts include service on Board and all fund complex committees; Fund provides no pension or retirement benefits.
| Metric | FY Ended 09/30/2023 | FY Ended 09/30/2024 | Calendar 2023 (Fund Complex Total) | Calendar 2024 (Fund Complex Total) |
|---|---|---|---|---|
| Aggregate Compensation from HIO ($) | 18,829 | 19,593 | — | — |
| Total Compensation from Fund & Fund Complex ($) | — | — | 402,222 | 466,000 |
| Number of Investment Company Directorships in Fund Complex | 18 | 17 | 18 | 17 |
Performance Compensation
- Equity awards (RSUs/PSUs), options, performance metrics, vesting schedules, severance/change‑of‑control terms, clawbacks, tax gross‑ups, deferred compensation: Not disclosed for directors; independent director pay appears cash-based across fund complex service.
Performance Metric Table (Directors)
| Category | Disclosure |
|---|---|
| TSR/EPS/Revenue Growth metrics tied to pay | None disclosed |
| Clawback provisions | Not disclosed |
| Equity awards (RSUs/PSUs) | Not disclosed |
| Options (strike, expiration, vest) | Not disclosed |
| Change‑of‑control (single/double trigger) | Not disclosed |
| Deferred comp elections | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None | N/A | N/A | None disclosed |
Expertise & Qualifications
- Board selection factors include character/integrity, willingness to serve, independence, and time commitment; Agdern’s cited attributes: experience in business and as a legal professional.
- HIO Board leadership deemed appropriate given fund size/complexity; Independent Directors meet outside management and are advised by independent legal counsel.
Equity Ownership
| Date | HIO Dollar Range of Equity Securities | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|
| As of 12/31/2023 | A (None) | D ($50,001–$100,000) |
| As of 12/31/2024 | A (None) | D ($50,001–$100,000) |
- Group beneficial ownership: Directors/officers as a group held <1% of HIO’s outstanding common shares as of Feb 7, 2025.
- Pledging/hedging and ownership guidelines: Not disclosed.
Governance Assessment
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Positives
- Independent status, long-standing tenure (since 2015), and broad committee participation including Audit; Compliance Liaison role enhances regulatory and control oversight.
- Active committee cadence (Audit 4x, Nominating 7x, Pricing & Valuation 4x, Compensation 1x in FY2024); Audit Committee report signed Nov 13, 2024 demonstrates engagement.
- Board has Independent Chair and super‑majority of Independent Directors; regular executive sessions outside management.
- No related‑party interests for non‑interested directors or immediate family with the adviser or affiliates.
-
Risks and RED FLAGS
- No HIO share ownership (Dollar Range “A” = None) may indicate weaker direct alignment with HIO shareholders; although Agdern holds $50k–$100k aggregate across the family of funds (range “D”).
- None of the Directors attended the 2024 Annual Meeting of Stockholders—an investor engagement concern for some governance frameworks.
- High workload: 17 simultaneous fund complex directorships could pose time‑commitment/oversight dilution risk in periods of heightened volatility or complex valuation events, despite committee cadence and structure.
- Performance‑linked compensation mechanisms and ownership guidelines not disclosed for directors, limiting explicit pay‑for‑performance alignment signals.
-
Overall: Agdern presents as an experienced legal/governance professional with comprehensive committee involvement and independence; principal alignment gap is lack of HIO share ownership and limited disclosure on director equity/deferral programs. Board structure and independent leadership, plus active committee schedules, mitigate some engagement concerns.