Scott Benjamin
About Scott Benjamin
Scott E. Benjamin (born 1973) is an Interested Director (non‑independent) of PGIM High Yield Bond Fund, Inc. (NYSE: ISD) and serves as a Vice President of the Fund; he has held senior positions within PGIM Investments since 2003, including Executive Vice President since 2009, and joined ISD’s Board in November 2011 . As an Interested Director affiliated with the Fund’s manager (PGIM Investments), he is not independent under the 1940 Act; the Board is chaired by an Independent Director, and Benjamin is not listed on any Board committees . Alignment signal: he reported “Over $100,000” of ISD stock ownership as of December 31, 2023 and 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PGIM Investments LLC | Executive Vice President | Since May 2009 | Senior leadership across product, distribution, and fund complex oversight . |
| PGIM Investments LLC | Senior Vice President, Global Product Management and Marketing | Since Feb 2006 | Product development and marketing leadership for PGIM retail/closed-end funds . |
| PGIM Investments LLC | Vice President, Product Development & Management | 2003–2006 | Built product pipeline and platform capabilities . |
| AST Investment Services, Inc. | Executive Vice President | Since Sep 2009 | Affiliate leadership role in Prudential/PGIM fund complex . |
| Prudential Investment Management Services LLC | Vice President | Since Jun 2012 | Distribution/affiliated intermediary oversight within Prudential ecosystem . |
| PGIM Retail/Alternatives/Other Funds (incl. PGIM Private Credit Fund, PGIM Private Real Estate Fund, PGIM Rock ETF Trust, PGIM Credit Income Fund) | Vice President (various funds) | Since 2010/2022/2023 as disclosed | Officer across multiple PGIM vehicles, expanding governance exposure and portfolio oversight . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company boards (outside PGIM funds) | None disclosed | — | Proxy lists “None” for other directorships/trusteeships in past five years . |
Board Service & Governance
- Status: Interested Director (affiliated with PGIM Investments); Class III Director; joined the Board November 2011 .
- Committee roles: Not listed on Audit, Nominating & Governance, Dryden Investment, or Compliance Committees (committees are composed of Independent Directors) .
- Board leadership: Independent Chair; Board held 8 meetings in FY ended July 31, 2024 and 7 meetings in prior fiscal year; each Director then serving attended all Board and relevant committee meetings (100% attendance) .
| Governance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 7 | 8 |
| Scott Benjamin attendance | 100% (each Director attended all) | 100% (each Director attended all) |
| Scope of Fund Complex Oversight | 2024 | 2025 |
|---|---|---|
| Portfolios Overseen (as disclosed for Benjamin) | 128 | 150 |
Dual-role implications: As an Interested Director and Vice President of the Fund while serving as an Executive Vice President at the Manager, Benjamin’s compensation and incentives are set by PGIM/Prudential, not the Fund; this can create alignment differences versus independent directors, mitigated by an Independent Chair and majority-Independent Board and committee structures .
Fixed Compensation
| Component | Fund-Level Disclosure for Scott Benjamin |
|---|---|
| Base salary, bonus, perquisites | Not paid by the Fund (officers and Interested Directors’ compensation is paid by the Manager) . |
| Director cash retainers/fees from ISD | None; Interested Directors do not receive compensation from PGIM Investments-managed funds . |
Notes: The proxy does not disclose Benjamin’s PGIM/Prudential compensation (salary, bonus, perqs) at the manager level; therefore, no Fund-level dollar amounts are available .
Performance Compensation
| Incentive Type | Performance Metrics | Weighting | Targets | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| PGIM/Prudential variable comp (if any) | Not disclosed in Fund proxy | — | — | — | — |
- The Fund does not disclose incentive plan design, performance metrics (e.g., AUM growth, net flows, TSR, EBITDA), or vesting schedules for PGIM/Prudential executives; no PSU/RSU/option details are provided at the Fund level .
Equity Ownership & Alignment
| Ownership Metric | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|
| Dollar range of ISD shares owned | Over $100,000 | Over $100,000 |
| Aggregate dollar range across the PGIM fund complex | Over $100,000 | Over $100,000 |
| Shares pledged as collateral | Not disclosed in Fund proxy | Not disclosed in Fund proxy |
Additional alignment notes:
- Section 16(a) compliance: The Fund reports all required insider ownership/change reports were timely filed for FY ended July 31, 2023 and FY ended July 31, 2024 (no delinquencies), indicating regular reporting discipline but not transaction detail .
Employment Terms
| Term | Fund-Level Disclosure |
|---|---|
| Employment start date/role | Board member since Nov 2011; Vice President of ISD since inception of the Fund (as disclosed) . |
| Contract term, auto-renewal | Not disclosed by the Fund. |
| Severance / Change-of-control | Not disclosed by the Fund; compensation and employment terms for Benjamin are at PGIM/Prudential, not at ISD . |
| Non-compete / Non-solicit | Not disclosed by the Fund. |
| Clawbacks / Tax gross-ups | Not disclosed by the Fund. |
Risk Indicators & Red Flags
- Independence and conflicts: Benjamin is an Interested Director due to affiliation with PGIM Investments; committee oversight is mitigated by Independent Chair and independent committees .
- Reporting compliance: No delinquent Section 16 filings reported for FY 2023 or FY 2024; monitor ongoing Form 4s for trading patterns (not provided in proxy) .
- Compensation transparency: No manager-level (PGIM/Prudential) compensation disclosure in ISD proxy; no visibility into performance metrics, vesting, or severance protections at the Fund level .
Investment Implications
- Alignment: Benjamin’s “Over $100,000” ownership in ISD supports alignment; however, lack of share count/vesting data limits analysis of selling pressure or time-based retention risk. The proxy reports timely insider filings but no transaction details—monitor Form 4s for sales near distribution or portfolio repositions .
- Governance: Dual role as Interested Director and Fund officer tied to the Manager concentrates influence with the adviser; mitigants include an Independent Chair, majority-independent Board, and independent Audit/Nominating/Compliance/Dryden committees with full attendance in FY 2024 .
- Compensation risk: Because compensation is paid by the Manager and not disclosed by the Fund, pay-for-performance linkages (AUM/flows, total return, expense control) are opaque at the Fund level, reducing the ability to forecast incentive-driven behavior or identify repricing/modification red flags from Fund filings .
- Monitoring checklist:
- Track Section 16 Form 4s for pattern of sales vs. vesting windows and distribution announcements (not in proxy) .
- Review future ISD proxies for any changes in Interested/Independent balance or committee structures .
- Review PGIM/Prudential disclosures for executive comp policy signals (metrics mix, clawbacks, ownership guidelines) since Fund proxies do not include them .