Keith Hartstein
About Keith F. Hartstein
Independent Chair of the Board of PGIM High Yield Bond Fund, Inc. (NYSE: ISD); year of birth 1956; director since September 2013; oversees 104 PGIM-managed portfolios within the fund complex. Former President and CEO of John Hancock Funds (2005–2012) and long-tenured asset-management executive, with leadership roles in industry governance bodies (Independent Directors Council, ICI); classified as an Independent Director under the 1940 Act and serves as ex‑officio member of all standing committees as Board Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John Hancock Funds, LLC | President and Chief Executive Officer; prior Senior Vice President roles; Sales and Marketing leadership | 1990–2012 (CEO 2005–2012; SVP 2004–2005; SVP Sales & Marketing 1997–2004; various executive roles 1990–1997) | Senior operating leadership at a major asset manager . |
| Investment Company Institute (ICI) | Chairman, Sales Force Marketing Committee | 2003–2008 | Industry marketing policy leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent Directors Council (IDC) | Governing Council Member; Executive Committee Member | Governing Council Nov 2014–Sep 2022; Exec Committee Oct 2019–Dec 2021 | Industry governance and best-practice leadership for independent fund directors . |
| Other public company directorships | None disclosed | — | No other public company boards in past five years . |
Board Governance
- Status: Independent Director; serves as Independent Chair of the Board .
- Committee assignments (FY2024): Ex‑officio member of all standing committees by virtue of chair role (Audit; Nominating & Governance; Dryden Investment; Compliance) .
- Committee chairs: None (ex‑officio on all committees). Committee chairs are Grace Torres (Audit), Kevin Bannon (Nominating & Governance), Barry Evans (Dryden Investment), Brian Reid (Compliance) .
- Attendance: Board met 8 times in FY ended July 31, 2024; each director then serving attended all Board and committee meetings of which they were a member (i.e., 100% attendance) .
- Meeting cadence: Board meets in-person at regularly scheduled meetings four times a year; committees met as follows in FY2024—Audit: 4; Nominating & Governance: 3; Dryden Investment: 4; Compliance: 4 .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Aggregate compensation from ISD (Fund-level) | $2,183 | FY ended July 31, 2024 | Paid by the Fund to Independent Directors; interested directors’ fees are paid by the Manager . |
| Total compensation from PGIM fund complex | $421,000 | Calendar year 2024 | For service across 33 funds/105 portfolios in the complex (as of 12/31/2024) . |
| Deferred fee program availability | Available | Ongoing | Independent Directors may defer fees; deferral balances accrue per plan. 2024 deferrals disclosed for two other directors; none noted for Hartstein . |
Performance Compensation
| Instrument/Metric | Detail |
|---|---|
| Equity awards (RSUs/PSUs/options) | No equity or performance-based awards disclosed for directors; proxy presents director compensation as fees/retainers only . |
| Performance metrics (revenue/EBITDA/TSR/ESG) | Not applicable—no performance-conditioned director compensation disclosed . |
| Clawbacks/COC/severance | Not applicable for directors—no such provisions disclosed for director pay . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships reported in the past five years . |
Expertise & Qualifications
- 30+ years in asset management; senior executive track culminating as President & CEO of John Hancock Funds .
- Industry governance experience via IDC Governing Council and Executive Committee; policy leadership through ICI committee chair role .
- Board leadership: Independent Chair; ex‑officio across all committees; Board engages independent legal counsel to assist Independent Directors .
Equity Ownership
| Security | Holding | As-of Date | Notes |
|---|---|---|---|
| ISD common stock | Dollar range $10,001–$50,000 | December 31, 2024 | Director share-ownership table; ranges reported (no share count) . |
| Aggregate holdings across PGIM fund complex | Over $100,000 | December 31, 2024 | Aggregate dollar range across registered funds overseen . |
| Affiliates’ securities ownership | None (Independent Directors and immediate family) | December 31, 2024 | None owned in adviser/underwriter or their control affiliates, per proxy . |
| Section 16(a) compliance | All filing requirements met | FY ended July 31, 2024 | Fund’s review indicates timely ownership/change reports for covered persons . |
Governance Assessment
- Independence and leadership: Serves as Independent Chair with ex‑officio presence on all committees—supports independent oversight of the Manager/Subadviser and efficient allocation across committees .
- Attendance and engagement: 100% attendance at Board and assigned committee meetings in FY2024, and Board met 8 times—strong engagement signal .
- Committee coverage: Ex‑officio on Audit, Nominating & Governance, Dryden Investment, and Compliance; chairs are independent directors—committee structure aligns with best practices for oversight of a registered investment company .
- Compensation and alignment: Receives cash retainer fees (no equity awards); holds $10,001–$50,000 in ISD and over $100,000 across the complex—shows some economic alignment without equity-based risk .
- Conflicts and related-party exposure: Independent; no beneficial ownership by Independent Directors or immediate family in the adviser/underwriter or their control affiliates as of 12/31/2024—reduces conflict risk .