Kevin Bannon
About Kevin J. Bannon
Kevin J. Bannon (year of birth 1952) is an Independent Director of PGIM High Yield Bond Fund, Inc. (NYSE: ISD), serving as a Class II Director; he joined the Board in November 2011 and oversees 104 portfolios within the PGIM fund complex . His background includes senior executive roles in asset management, notably Executive Vice President and Chief Investment Officer at Bank of New York Company, Managing Director and Chief Investment Officer at Highmount Capital LLC, and President of the BNY Hamilton Family of Mutual Funds . The Board reports that each Director attended all Board and relevant committee meetings in FY2024, evidencing engagement and attendance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Highmount Capital LLC | Managing Director; Chief Investment Officer | Apr 2008 – Nov 2013 (CIO); Apr 2008 – May 2015 (MD) | Senior investment leadership in registered adviser context |
| Bank of New York Company | Executive Vice President; Chief Investment Officer | Apr 1993 – Aug 2007 | Enterprise CIO for major financial institution |
| BNY Hamilton Family of Mutual Funds | President | May 2003 – May 2007 | Oversight of mutual fund complex operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Urstadt Biddle Properties (REIT) | Director | Sep 2008 – Aug 2023 | Prior public company board experience; no current public boards disclosed |
Board Governance
| Item | Detail | Evidence |
|---|---|---|
| Independence status | Independent Director (not an “interested person” as defined by the 1940 Act) | Listed under Independent Directors |
| Board class | Class II Director | Director classes and membership |
| Committee assignments | Nominating & Governance Committee – Chair; Dryden Investment Committee – Member | Committee rosters |
| Audit Committee membership | Not listed as member; Audit Committee met 4 times in FY2024 | Audit Committee roster and meetings |
| Compliance Committee membership | Not listed as member; Compliance Committee met 4 times in FY2024 | Compliance Committee roster and meetings |
| Board meetings | Board met 8 times in FY2024; each Director attended all Board and committee meetings they were members of (100% attendance) | Board leadership and attendance disclosure |
| Independent Board Chair | Keith F. Hartstein serves as Independent Chair; sits ex-officio on committees | Chair role and ex-officio participation |
Fixed Compensation
| Compensation Element (FY Ended Jul 31, 2024 unless noted) | Amount | Notes |
|---|---|---|
| Aggregate compensation from ISD (Fund) | $1,920 | Cash only; no pension or retirement benefits |
| Pension or retirement benefits as part of Fund expenses | None | Fund does not have a retirement or pension plan for Independent Directors |
| Annual benefits upon retirement | None | As above |
| Total compensation from PGIM Fund Complex (calendar year 2024) | $343,000 (33/105) | Number of funds/portfolios per disclosure footnote |
| Deferred fee program availability | Available; fees may accrue interest at 90-day U.S. T‑Bill rate or track chosen PGIM mutual fund | General program; deferral amounts disclosed only for other directors (not Bannon) |
Performance Compensation
| Performance-linked Element | Disclosure | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs), options, performance metrics tied to director pay | Not disclosed for Independent Directors; proxy presents cash fee structure and committee-related compensation only | No vesting schedules, options, or performance metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Sector | Role | Overlap/Interlocks |
|---|---|---|---|
| Urstadt Biddle Properties | Real Estate (REIT) | Director (former) | No interlocks with ISD’s manager or service providers disclosed |
Expertise & Qualifications
- Over 25 years in senior executive investment roles, including CIO positions at major financial institutions and registered advisors .
- Oversight across 104 portfolios in the PGIM complex, indicating broad fund governance exposure .
- Committee leadership as Chair of Nominating & Governance; active on Dryden Investment Committee .
Equity Ownership
| Category | Holding | Notes |
|---|---|---|
| Dollar range of equity securities in ISD | None | As of Dec 31, 2024 |
| Aggregate dollar range in all registered investment companies overseen (Fund Complex) | Over $100,000 | As of Dec 31, 2024 |
| Beneficial ownership in manager/underwriter/affiliates (non-RIC) | None for Independent Directors and immediate family, as of Dec 31, 2024 | Conflict screening disclosure |
| Section 16 filings (compliance status) | All filing requirements met for FY ended Jul 31, 2024 | Delinquent filings: none |
Governance Assessment
- Strengths: Independent director with deep asset management experience; Committee Chair for Nominating & Governance; documented 100% attendance across Board and committee meetings in FY2024 .
- Alignment considerations: No personal share ownership in ISD (None), which may be viewed as a potential alignment shortfall relative to “skin-in-the-game” expectations for closed-end fund directors, although he holds “Over $100,000” across registered funds overseen in the complex .
- Conflicts/related-party exposure: Proxy states Independent Directors and immediate family did not own securities of the adviser/underwriter or certain affiliates (non-RICs) as of Dec 31, 2024; no related-party transactions or Section 16 delinquencies disclosed, which supports investor confidence .
- Compensation structure: Cash-based director fees with optional deferral; no disclosed equity or performance-linked awards for directors, reducing pay-for-performance signaling but consistent with typical registered fund governance frameworks .
RED FLAGS: Absence of ISD share ownership (None) may be viewed negatively by some investors assessing ownership alignment for CEF boards . No other red flags (pledging, related-party transactions, tax gross-ups, option repricing) are disclosed in the proxy .