Keith Hartstein
About Keith F. Hartstein
Keith F. Hartstein (year of birth: 1956) serves as Independent Chair of the Board for PGIM Short Duration High Yield Opportunities Fund (SDHY), overseeing 104 portfolios within the PGIM fund complex . He has over 30 years of asset management experience, including senior leadership roles at John Hancock Funds and governance roles with the Independent Directors Council (IDC) . All current SDHY Board Members, including Mr. Hartstein, joined the SDHY Board in October 2020, and the Chair role participates as an ex-officio member on all standing committees, reinforcing independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John Hancock Funds, LLC | President & CEO; SVP; SVP Sales & Marketing; other executive positions | 1990–2012 | Led distribution and executive functions at a large asset manager |
| Independent Directors Council (IDC) | Governing Council Member | Nov 2014–Sep 2022 | Industry governance body for independent fund directors |
| IDC Board of Governors | Executive Committee | Oct 2019–Dec 2021 | Leadership role in industry governance |
| Investment Company Institute | Chair, Sales Force Marketing Committee | 2003–2008 | Industry marketing/governance engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | The proxy discloses no other public company directorships for Mr. Hartstein . |
Board Governance
- Independence and role: Independent Board Member and Independent Chair; the Board is majority independent (6 of 8) and the Chair serves as ex-officio on all committees, supporting independent oversight .
- Committee assignments (as of Mar 13, 2025):
- Audit Committee: ex-officio member; committee comprised entirely of independent trustees; met 4 times in FY ended Jul 31, 2024 .
- Nominating & Governance Committee: ex-officio member; met 3 times in FY ended Jul 31, 2024 .
- Dryden Investment Committee: ex-officio member; met 4 times in FY ended Jul 31, 2024 .
- Compliance Committee: ex-officio member; met 4 times in FY ended Jul 31, 2024 .
- Attendance: Board met 8 times in FY ended Jul 31, 2024; each trustee then on the Board attended all Board and committee meetings for committees on which they served (i.e., 100% attendance) .
- Years of service on SDHY Board: Since October 2020 (inception of current SDHY Board) .
Fixed Compensation
| Metric | FY 2022 (Fund FY ended Jul 31, 2022 / Complex CY 2022) | FY 2023 (Fund FY ended Jul 31, 2023 / Complex CY 2023) | FY 2024 (Fund FY ended Jul 31, 2024 / Complex CY 2024) |
|---|---|---|---|
| Aggregate Compensation from SDHY (cash) | $2,003 | $2,163 | $2,117 |
| Pension/Retirement Accrued | None | None | None |
| Annual Benefits Upon Retirement | None | None | None |
| Total Compensation from PGIM Fund Complex | $410,000 | $413,000 | $421,000 |
- Structure: Independent trustees receive annual cash compensation from SDHY; interested trustees are paid by the manager; independent trustees may defer fees into a deferred fee plan accruing at a T-bill rate or selected PGIM fund returns; no pension plan for independent trustees .
- Deferrals: The proxy highlights deferrals for certain trustees (e.g., Evans), illustrating available deferral mechanics; no specific deferral disclosed for Mr. Hartstein in the 2024/2025 tables .
Performance Compensation
| Component | Structure | Metrics | Notes |
|---|---|---|---|
| Performance-based pay | Not applicable | — | No performance-based (e.g., bonus, PSU/RSU) components disclosed for independent trustees; compensation is cash retainers/fees with optional deferral . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Hartstein, lowering interlock/conflict risk . |
Expertise & Qualifications
- Over 30 years in asset management with executive leadership at John Hancock Funds; governance leadership via IDC Governing Council and Executive Committee roles .
- Board’s rationale: collective and individual skills include critical review, effective interaction with service providers, and business judgment; SDHY Board determined each member, including Mr. Hartstein, should serve based on experience and service commitment .
- As Independent Chair, he sets tone for independence and serves ex-officio on all committees to facilitate oversight .
Equity Ownership
| As of Dec 31, 2024 | SDHY (Dollar Range) | Aggregate Dollar Range in All Registered Investment Companies Overseen |
|---|---|---|
| Keith F. Hartstein | None | Over $100,000 |
- Related holdings/affiliations: As of Dec 31, 2024, none of the Independent Board Members or their immediate family owned securities in the investment adviser, principal underwriter, or their control affiliates, supporting independence .
- Section 16 compliance: The Fund states all Section 16(a) filing requirements were met in FY ended Jul 31, 2024 .
- Ownership guidelines: The Nominating & Governance Committee charter for the PGIM Retail Funds expects independent/non-management trustees to maintain investments in one or more funds in the cluster equal to approximately one year’s board-related fees, with two years to comply for new members; compliance status for Mr. Hartstein cannot be determined precisely from disclosed dollar ranges .
Governance Assessment
- Positives:
- Independent Chair with extensive asset management and industry governance experience enhances board effectiveness .
- Full attendance at Board and committee meetings signals high engagement; Board maintains majority independence and independent legal counsel .
- Committee coverage is comprehensive (Audit, N&G, Investment, Compliance) with independent composition and formal charters; Chair’s ex-officio presence promotes oversight continuity .
- No related-party security holdings with adviser/underwriter affiliates disclosed for independent trustees; Section 16 filings current, reducing compliance risk .
- Watch items / potential red flags:
- No disclosed SDHY share ownership (dollar range “None”), which may be viewed as weaker “skin-in-the-game” alignment at the fund level, though aggregate holdings across the complex exceed $100,000; exact alignment vs. the guideline cannot be assessed from ranges alone .
- Director compensation is entirely cash-based without explicit equity/deferred stock components, though a voluntary fee deferral plan into PGIM funds exists; investors often prefer direct ownership in the specific closed-end fund .
Summary view: Mr. Hartstein’s independence, ex-officio committee coverage, and perfect attendance strengthen board oversight. The principal alignment question is fund-level ownership (none disclosed for SDHY), which may warrant engagement, while aggregate complex-level holdings and the deferral mechanism partially mitigate alignment concerns .