Russ Shupak

About Russ Shupak

Russ Shupak (year of birth: 1973) serves as Treasurer and Principal Accounting Officer for PGIM High Yield Bond Fund, Inc. (NYSE: ISD), and is a Vice President within PGIM Investments Fund Administration (since 2017) . His appointment as Treasurer/PAO for the PGIM Retail Funds was effective March 2023, with additional Treasurer/PAO roles across PGIM Credit Income Fund (since September 2023) and PGIM Private Real Estate Fund, Inc. (since July 2022) . He previously served as Director within PGIM Investments Fund Administration (2013–2017) and held Assistant Treasurer roles across several PGIM vehicles, including Prudential Annuities Funds (since October 2019) and PGIM Private Credit Fund (since September 2022) . The Fund’s proxies do not disclose performance metrics tied to his role (e.g., TSR, revenue, EBITDA) nor officer compensation detail; officers’ compensation is paid by the Manager (PGIM Investments), not the Fund, and is therefore not itemized in ISD’s proxy .

Past Roles

External Roles

Fixed Compensation

• Officer compensation for ISD is paid by PGIM Investments (the Manager); the Fund does not disclose base salary, target bonus, or cash compensation for officers in its proxy. Independent Director fees are disclosed, but officers (including Treasurer/PAO) receive no compensation from the Fund directly .
• As a result, base salary, bonus targets, perquisites (aircraft/security/relocation), pension/SERP, deferred comp, and tax gross-ups for Russ Shupak are not reported in ISD’s proxy filings .

Performance Compensation

• The Fund’s proxies do not provide officer-level equity grants, option awards, PSU/RSU structures, performance metrics (e.g., revenue/EBITDA/TSR goals), vesting schedules, or payout details for officers. Compensation is administered by PGIM Investments and not detailed in ISD’s proxy .
• No clawback provisions, retention bonuses, or change-in-mix (cash vs. equity) disclosures are provided for officers in ISD’s proxy .

Equity Ownership & Alignment

• Beneficial ownership tables in the proxies cover Directors, not officers; there is no published breakdown of Russ Shupak’s direct/indirect holdings, vested/unvested shares, options, pledging, or compliance with stock ownership guidelines in ISD’s proxy statements .
• Section 16(a) compliance statements indicate required ownership filings were met for the fiscal year; however, they are not itemized by individual officer (and show no delinquency for ISD’s fiscal 2024; 2023 notes one late Form 3 for a different individual, not Shupak) .

Employment Terms

• Employment arrangements for Fund officers are not detailed in ISD’s proxy; officers are employees of PGIM Investments and serve the Fund. Contract terms (start date specifics for ISD role, non-compete/non-solicit, garden leave, severance multiples, change-of-control triggers, accelerated vesting, auto-renewal, or post-termination consulting) are not disclosed in the Fund’s proxy .
• Governance context: The Audit Committee recommends appointment of principal accounting and principal financial officers; Board oversight of accounting and reporting policies is executed via established committee charters, but personal employment terms are outside proxy scope .

Performance & Track Record

• Tenure context: Assistant Treasurer roles since October 2019 across Prudential/PGIM funds; elevated to Treasurer/PAO for PGIM Retail Funds in March 2023; expanded remit includes PGIM Credit Income Fund and PGIM Private Real Estate Fund, indicating trusted progression across fund complex .
• Fund governance notes report consistent committee function, meeting frequency, and audit firm ratifications across periods, reflecting stable reporting oversight during the years overlapping his tenure; however, they do not attribute operational/financial performance specifically to the Treasurer/PAO .

Board Governance (Context for Officer Role)

• Audit Committee (independent): Met four times in fiscal 2024; oversees accounting policies, external auditor relationship, and recommends inclusion of audited financial statements—core interfaces for Treasurer/PAO functions .
• PwC audit fees: $46,799 for fiscal year ended July 31, 2024; non-audit fees $0—consistent with streamlined audit scope and independence posture .

Compensation Structure Analysis

• Officer pay-for-performance analysis cannot be completed at the Fund level due to lack of officer compensation disclosure in ISD’s proxy (compensation paid by Manager). No visibility into cash/equity mix shifts, option repricings, or discretionary bonuses for Russ Shupak .
• Absence of officer-level equity award disclosures prevents assessment of vesting calendars, potential insider selling pressure tied to unlocks, or PSU metric calibration and rigor .

Risk Indicators & Red Flags

• Hedging/pledging: Not disclosed for officers; beneficial ownership and pledging details are absent for Russ Shupak .
• Section 16(a): Fund indicates filing compliance for fiscal 2024 (and 2023 largely compliant, with a separate late Form 3); no officer-specific exceptions noted for Shupak .
• Tax gross-ups, parachutes, option repricing, related-party transactions, say-on-pay: Not applicable or not disclosed at officer level for ISD .

Compensation Peer Group & Say-On-Pay

• The Fund does not provide a say-on-pay framework or compensation peer group for officers in the proxy; independent director fees are disclosed separately and are not relevant to officer compensation alignment .

Expertise & Qualifications

• Senior fund administration credentials (Director 2013–2017; VP since 2017) aligned with Treasurer/PAO responsibilities across multiple PGIM funds. Education details are not provided in the proxy statements .

Work History & Career Trajectory

Employment Terms (Committee Interface)

Investment Implications

• Limited transparency into officer compensation and equity holdings: ISD’s proxy structure (officers compensated by Manager) prevents evaluation of Russ Shupak’s pay-for-performance alignment, vesting calendars, or potential selling pressure—reducing the utility of insider-based trading signals tied to compensation events .
• Governance and reporting stability: Consistent Audit Committee cadence and auditor ratifications provide comfort on financial reporting oversight; PwC fees and zero non-audit/other fees point to clean independence—beneficial for NAV and distribution reporting quality under the Treasurer/PAO mandate .
• Retention risk appears low based on long-tenured progression within PGIM Investments and expanded Treasurer/PAO remit across multiple funds; however, without contract/severance/ownership details, investor analysis of individual retention economics is constrained .