Grace Torres
About Grace C. Torres
Grace C. Torres (born 1959) serves as an Independent Director of PGIM High Yield Bond Fund, Inc. (ISD). She joined the Board in 2014 and oversees 104 portfolios in the PGIM fund complex; she is a certified public accountant (CPA) and formerly served as Treasurer and Principal Financial and Accounting Officer (PFAO) for the PGIM Funds and related complexes from 1998–2014 . The Board is majority independent (six of eight directors) and is chaired by an Independent Director, with Ms. Torres designated as “not an interested person” via her role on and chairing the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PGIM Funds, Target Funds, Advanced Series Trust, Prudential Variable Contract Accounts, The Prudential Series Fund | Treasurer and Principal Financial & Accounting Officer | 1998 – June 2014 | Senior finance leadership for fund complex |
| PGIM Investments LLC (Manager) | Assistant Treasurer; Senior Vice President | Mar 1999 – June 2014; Sep 1999 – June 2014 | Senior roles at fund manager; operational/finance oversight |
| AST Investment Services, Inc. | Assistant Treasurer; Vice President | May 2003 – June 2014; June 2005 – June 2014 | Affiliate fund/annuity platform finance roles |
| Prudential Annuities Advisory Services, Inc. | Senior Vice President & Assistant Treasurer | May 2003 – June 2014 | Senior finance responsibilities for annuities platform |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OceanFirst Financial Corp.; OceanFirst Bank | Director | Since Jan 2018 | Current public company directorship |
| Sun Bancorp, Inc. N.A.; Sun National Bank | Director | July 2015 – Jan 2018 | Prior public company directorships |
Board Governance
- Board structure and independence
- Board is composed of eight members; six are Independent Directors; the Board is chaired by an Independent Director .
- Ms. Torres is a Class II Director (term synchronized with Class II cycle) .
- Committees, roles, and activity (FY ended July 31, 2024)
- Audit Committee: Chair (members: Grace C. Torres (Chair), Barry H. Evans, Keith F. Hartstein (ex-officio), Brian K. Reid); met 4 times .
- Compliance Committee: Member (Chair: Brian Reid; other members include Barry Evans and Keith Hartstein (ex-officio)); met 4 times .
- Nominating & Governance Committee: Ms. Torres is not listed as a member; committee met 3 times .
- Dryden Investment Committee: Ms. Torres is not listed as a member; committee met 4 times .
- Attendance and engagement
- The Board met eight times during FY2024; each Director then serving attended all meetings of the Board and committees of which he or she was a member (100% attendance) .
- Auditor oversight and fees (signals of audit committee rigor)
- PwC appointed auditor for FY2025; FY2024 audit fees were $46,799; tax, audit-related, and all other fees were $0; the Audit Committee pre-approves all audit and relevant non-audit services; aggregate non-audit fees to Manager/Affiliates were $0 in FY2024 .
Committee Assignments Snapshot
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair; member | 4 |
| Compliance | Member | 4 |
| Nominating & Governance | Not a member | 3 |
| Dryden Investment | Not a member | 4 |
| Board (overall) | Director (Class II) | 8 (Board meetings); 100% attendance for all Directors |
Fixed Compensation
| Metric | Value |
|---|---|
| Aggregate Fiscal Year Compensation from ISD | $2,047 |
| Pension or Retirement Benefits Accrued as Part of Fund Expenses | None |
| Annual Benefits Upon Retirement | None |
| Total Compensation from Fund Complex for Most Recent Calendar Year | $385,000 (33/105) |
- Notes: Compensation relates to portfolios in existence during 2024; figures in parentheses denote number of funds/portfolios as of Dec 31, 2024. Certain directors elected to defer fees in 2024 (Alberding: $289,370; Evans: $345,480); no deferral is disclosed for Ms. Torres .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| OceanFirst Financial Corp.; OceanFirst Bank | Financials (Banking) | Director | No related-party transactions with ISD’s adviser/underwriter disclosed for Independent Directors as of Dec 31, 2024 |
| Sun Bancorp, Inc. N.A.; Sun National Bank | Financials (Banking) | Director (former) | Prior role; no current interlock disclosed |
Expertise & Qualifications
- CPA; former Treasurer and PFAO of PGIM Funds and related complexes (16 years), with senior roles at PGIM Investments and affiliated entities (1999–2014), providing deep financial reporting, controls, and fund operations expertise .
- Chairs the Audit Committee; the Audit Committee consists solely of non-interested (independent) directors and met 4 times in FY2024; non-audit fees to auditor and to Manager/Affiliates were $0 in FY2024, reinforcing independence of oversight .
- Oversees 104 portfolios in the fund complex, reflecting broad fund governance scope .
Equity Ownership
| As of Dec 31, 2024 | Dollar Range in ISD | Aggregate Dollar Range in All Registered Investment Companies Overseen (Fund Complex) |
|---|---|---|
| Grace C. Torres | None | Over $100,000 |
- Additional alignment/independence disclosures: As of Dec 31, 2024, none of the Independent Directors or their immediate family members beneficially owned any securities of the investment adviser, principal underwriter, or their control affiliates (outside of registered investment companies), mitigating related-party exposure .
Governance Assessment
- Positive signals
- Independent oversight: Ms. Torres chairs the Audit Committee, which is comprised solely of non-interested directors; the Board has an Independent Chair and a majority of independent directors .
- Strong engagement: 100% attendance at Board and committee meetings during FY2024; Audit, Compliance, Nominating & Governance, and Dryden committees all met multiple times .
- Auditor independence: FY2024 non-audit fees to both the Fund and Manager/Affiliates were $0, with a robust pre-approval policy in place .
- Relevant expertise: CPA with extensive fund finance/control background and long tenure in senior roles at the Manager’s affiliates; designated to lead audit oversight .
- Watch items / potential yellow flags
- No direct ISD share ownership as of Dec 31, 2024 (dollar range “None”), which may temper perceived “skin-in-the-game” alignment, although she holds over $100,000 across the broader fund complex .
- Legacy affiliation: Prior long-term employment with PGIM/affiliates (ended in 2014); current independence affirmed by Board determinations and committee composition, but investors may monitor for any perceived residual ties .