Robert D. Agdern
About Robert D. Agdern
Robert D. Agdern (birth year: 1950) is a non-interested, independent director of HYI since 2015, serving on the Nominating, Audit, Compensation, and Pricing & Valuation Committees and as Compliance Liaison. His core credentials reflect extensive legal and corporate experience, including senior counsel roles at BP PLC and Amoco, and advisory committee service at Northwestern University’s Kellogg School of Business. He oversees 16 portfolios in the Franklin Templeton fund complex in 2024 and 21 in 2025, and is classified as independent under NYSE standards and the 1940 Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP PLC | Deputy General Counsel, western hemisphere matters | 1999–2001 | Senior legal oversight for corporate operations |
| Amoco Corporation | Associate General Counsel (corporate, chemical, refining & marketing; special assignments) | 1993–1998 | Corporate and operational legal leadership |
| Kellogg Graduate School of Business (Northwestern University) | Advisory Committee Member, Dispute Resolution Research Center | 2002–2016 | Academic/industry advisory contribution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None reported | — | — | HYI proxy lists no other directorships for Agdern in the past five years |
Board Governance
- Independence: Non-interested director; all standing committees comprise independent directors .
- Committee assignments: Nominating, Audit, Compensation, Pricing & Valuation; Compliance Liaison .
- Chairs: FY2024 – Audit: Nisha Kumar; Nominating: Daniel P. Cronin; Compensation: Paolo M. Cucchi; Pricing & Valuation: Carol L. Colman . FY2025 – Audit: Nisha Kumar; Nominating: Hillary A. Sale; Compensation: Peter Mason; Pricing & Valuation: Carol L. Colman .
- Attendance: Each director attended at least 75% of board/committee meetings (FY2024: 4 regular, 2 special; FY2025: 4 regular, 3 special) .
- Board leadership: FY2024 Lead Independent Director: Eileen A. Kamerick ; FY2025 Chair of the Board: Eileen A. Kamerick (independent) .
| Committee Activity | FY 2024 Meetings | FY 2025 Meetings |
|---|---|---|
| Audit | 5 | 6 |
| Nominating | 6 | 5 |
| Compensation | 1 | 3 |
| Pricing & Valuation | 4 | 4 |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Aggregate compensation from HYI ($) | 14,073 | 14,820 |
| Total compensation from Fund Complex (calendar year, $) | 402,000 (CY 2023) | 466,000 (CY 2024) |
| Portfolios overseen (Fund Complex) | 16 | 21 |
Notes:
- The proxy presents aggregate director compensation covering service on HYI and committees, plus service across related funds in the complex. No pension or retirement benefits are provided to directors .
Performance Compensation
- No performance-based metrics (e.g., TSR, EBITDA, ESG) for director pay are disclosed in HYI proxies; director compensation is presented as aggregate amounts without equity/option award detail .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None listed for Agdern |
| Prior public company boards (past five years) | None listed |
| Shared directorships (competitors/suppliers/customers) | Not disclosed; no relationships with the adviser or affiliates for independent directors as of the stated dates |
Expertise & Qualifications
- Experience in business and as a legal professional (board-stated attributes) .
- Compliance liaison role indicates ongoing engagement in oversight processes .
- Independent board composition and use of independent legal counsel noted; independent directors meet in executive session .
Equity Ownership
| Ownership Measure | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|
| HYI share ownership (dollar range) | A = None | A = None |
| Aggregate dollar range across funds overseen | D = $50,001–$100,000 | D = $50,001–$100,000 |
| Group beneficial ownership (directors/officers as a group) | <1% of HYI outstanding shares | <1% of HYI outstanding shares |
| Interests in adviser or affiliates (independent directors and immediate family) | None, to the Fund’s knowledge, as of 12/31/2023 | None, to the Fund’s knowledge, as of 12/31/2024 |
Insider Trades
| Indicator | FY 2025 |
|---|---|
| Section 16(a) compliance statement | All filing requirements met for FY ended 05/31/2025 (proxy representation) |
| Reported Form 4 transactions in proxy | Not disclosed in proxy materials |
Governance Assessment
- Alignment: Agdern holds no HYI shares; aggregate fund complex holdings are $50k–$100k. For HYI-specific alignment, this may be a modest signal; balanced by broad fund-complex oversight experience .
- Engagement: Committee participation across Audit, Nominating, Compensation, and Pricing & Valuation with increasing committee activity in FY2025 (Audit +1, Compensation +2) supports active oversight .
- Independence & conflicts: Classified as independent; proxies affirm no independent director or immediate family interests in the adviser or affiliates; group beneficial ownership <1% helps mitigate control concerns .
- Board structure: Independent Chair (FY2025) with executive sessions of independent directors and independent counsel. Committees chaired by independent directors; clear charter references and meeting cadence .
- Director pay: Compensation disclosed as aggregate amounts across HYI and fund complex with no pensions; no performance-pay elements disclosed for directors—consistent with closed-end fund governance norms but limits pay-for-performance linkage .
RED FLAGS
- No HYI share ownership (A = None) reduces direct HYI “skin-in-the-game” alignment for Agdern .
- Heavy portfolio oversight (16→21 fund boards) may imply broad time commitments; monitor attendance/committee workloads (attendance ≥75% disclosed) .
Potential Positives
- Legal/compliance background and compliance liaison role bolster risk oversight quality .
- Active participation on all key committees with robust meeting schedules, especially Audit and Pricing/Valuation, supports market confidence in NAV, financial reporting, and valuation governance .