Donald Burke
About Donald C. Burke
Independent director of DNP Select Income Fund Inc. since 2014; age 64; current term expires in 2027. Background: Private investor since 2009; former President & CEO of BlackRock U.S. Funds (2007–2009); Managing Director at BlackRock Inc. (2006–2009) and at Merrill Lynch Investment Managers (1990–2006). Oversees 100 registered investment company portfolios within the Virtus-affiliated fund complex and is a director of Avista Corp. (energy). Classified as independent under the Investment Company Act of 1940 (independence of all directors except the Virtus CEO).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock U.S. Funds | President & CEO | 2007–2009 | Led a major fund complex; mutual fund governance expertise. |
| BlackRock Inc. | Managing Director | 2006–2009 | Senior leadership across fund operations. |
| Merrill Lynch Investment Managers | Managing Director | 1990–2006 | Asset management leadership experience. |
| Goldman Sachs Fund Complex | Trustee | 2010–2014 | Independent oversight in large mutual fund complex. |
| BlackRock Luxembourg and Cayman Funds | Director | 2006–2010 | Cross-border fund governance experience. |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Avista Corp. (energy) | Director | Current (disclosed within past 5 years) | Utility sector board exposure; potential industry interlocks with DNP’s investment focus. |
Board Governance
- Committees: Audit (Chair); Executive (member); Contracts (all independent directors; Chair: Eileen Moran); Nominating & Governance (all independent directors; Chair: Mareilé Cusack).
- Independence: All directors except George R. Aylward (Virtus CEO) are independent under the 1940 Act.
- Attendance: In FY ended Oct 31, 2024, the DNP Board met 4 times; Audit 2; Nominating & Governance 3; Contracts 2; Executive did not meet. Each director attended ≥75% of aggregate meetings of the Board and their committees.
- Leadership: Board Chair is independent by design; current Chair David J. Vitale retires at the March 10, 2025 annual meeting and Vice Chair Eileen Moran will assume the role; executive committee Chair transitions accordingly. Mandatory director retirement age is 78.
Fixed Compensation
- Structure (cash retainers): Annual director retainer $90,000; Audit/Contracts/Nominating chairs receive an additional $8,000; Board Chair receives an additional $50,000; no pension/retirement plan; reimbursements for meeting expenses only.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from DNP ($) | 82,907 | 88,371 |
| Aggregate Compensation from DPG ($) | 12,568 | 12,709 |
| Aggregate Compensation from DTF ($) | 2,525 | 1,920 |
| Aggregate Compensation from Other Funds in Fund Complex ($) | 355,000 | 421,758 |
| Total Compensation from Fund Complex ($) | 453,000 | 524,758 |
Performance Compensation
- Not applicable—no equity awards, options, bonuses, or performance-based pay disclosed for directors; compensation is cash retainer-based only.
Other Directorships & Interlocks
| Company | Role | Committees (if disclosed) | Notes |
|---|---|---|---|
| Avista Corp. | Director | Not disclosed in DNP proxy | Utility industry exposure aligns with DNP’s investment focus. |
Expertise & Qualifications
- Selected for board service due to extensive mutual fund leadership, governance experience as president/CEO of a major fund complex and as an independent trustee elsewhere, plus utility industry knowledge from Avista board service.
Equity Ownership
| Holding Detail | DNP | DPG | DTF |
|---|---|---|---|
| Shares owned (Nov 30, 2024) | 6,783 (shared voting/disposition) | 2,600 (shared voting/disposition) | 1,000 (shared voting/disposition) |
| Dollar range (Nov 30, 2024) | $50,001–$100,000 | $10,001–$50,000 | $10,001–$50,000 |
| Aggregate dollar range in all funds overseen | Over $100,000 | — | — |
- Alignment safeguards: As of Nov 30, 2024, none of the independent directors or their immediate family members owned any securities of the Adviser (Duff & Phelps Investment Management Co.) or affiliates (other than registered funds), reducing related-party conflict risk.
- Section 16 compliance: Funds believe all insider filing requirements were complied with in the most recent fiscal year (one late Form 3 for another officer noted; none identified for Burke).
Governance Assessment
- Strengths: Independent status; Audit Committee Chair role enhances financial reporting oversight; consistent attendance; cash-only director pay minimizes pay-for-performance distortions; no ownership in Adviser/affiliates reduces conflicts.
- Alignment: Personal holdings in DNP/DPG/DTF are modest but present; “shared power” designation indicates joint control arrangements, not pledging; no pledging disclosed.
- Workload/Effectiveness signal: Oversees 100 portfolios in the fund complex—significant governance bandwidth; combined with board size reduction to five post-2025 retirements, this increases responsibility density and underscores the importance of committee leadership continuity.
- RED FLAGS: None explicit in proxy regarding related-party transactions, hedging/pledging, gross-ups, or option repricing; continued monitoring warranted given broad oversight scope.