George Aylward
About George R. Aylward
George R. Aylward (age 60) has served on the DNP Select Income Fund Inc. Board since September 2024 and is nominated for a term expiring in 2028; he is classified as an “interested” director due to his role as President and Chief Executive Officer of Virtus Investment Partners, Inc., the ultimate parent of DNP’s investment adviser, Duff & Phelps Investment Management Co. . He has held various senior officer positions with Virtus affiliates since 2005 and oversees 110 portfolios within the Virtus fund complex, bringing extensive management and regulated fund industry expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virtus Investment Partners, Inc. and affiliates | Various senior officer positions | Since 2005 | Executive leadership across multi-asset manager; expertise in registered investment company operations and regulatory/financial issues |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virtus Investment Partners, Inc. (NASDAQ: VRTS) | President & Chief Executive Officer | Current (disclosed in proxy) | Interlock: Parent of DNP’s adviser (Duff & Phelps Investment Management Co.), creating potential related-party influence; Board mitigates via independent-majority committees and audit oversight |
No other public company directorships were disclosed for Aylward in the past 5 years in the proxy’s director biographies table .
Board Governance
- Independence: Aylward is not independent; he is an “interested person” under the 1940 Act by reason of his CEO position at Virtus, parent of DNP’s adviser .
- Committee structure: Audit, Contracts, and Nominating & Governance committees are comprised of all independent directors; chairs: Audit—Donald C. Burke; Contracts—Eileen A. Moran; Nominating & Governance—Mareilé B. Cusack. The Executive Committee currently comprises David J. Vitale (Chair), Burke, Cusack, and Moran; Aylward is not listed on these committees .
- Attendance and engagement: In DNP’s fiscal year ended Oct 31, 2024, the Board met 4 times; audit met 2; nominating & governance met 3 (plus 1 written consent); contracts met 2; each director attended at least 75% of Board and committee meetings; all directors attended the March 10, 2024 joint annual meeting .
| Committee | Membership (Aylward) | Chair | Notes |
|---|---|---|---|
| Audit | No (independent directors only) | Donald C. Burke | Oversees accounting, auditing, financial reporting and internal controls; appoints and oversees independent auditor |
| Contracts | No (independent directors only) | Eileen A. Moran | Reviews advisory and administration agreements |
| Nominating & Governance | No (independent directors only) | Mareilé B. Cusack | Director nominations; governance and Board administration; oversees director continuing education |
| Executive | No (members listed: Vitale, Burke, Cusack, Moran) | David J. Vitale | Authority to exercise Board powers between meetings (with exceptions) |
| Meeting & Attendance (FY ended Oct 31, 2024) | DNP |
|---|---|
| Board meetings | 4 |
| Audit Committee meetings | 2 |
| Nominating & Governance Committee meetings | 3; 1 action by written consent |
| Contracts Committee meetings | 2 |
| Executive Committee | Did not meet |
| Attendance threshold | Each director ≥75% of combined Board/committee meetings |
| Annual meeting (Mar 10, 2024) | All directors attended |
Fixed Compensation
Directors and officers affiliated with the Adviser (Virtus) receive no compensation from DNP/DPG/DTF for their services; accordingly, Aylward’s fixed compensation from the Funds is $0 (no retainer, no chair fees, no meeting fees). The Funds do not have a pension or retirement plan applicable to directors or officers .
| Component | Amount (Aylward) |
|---|---|
| Annual retainer (cash) | $0 (affiliated with Adviser) |
| Committee membership fees | $0 (not applicable; independent directors only) |
| Committee chair fees | $0 (not an independent chair) |
| Meeting fees | $0 |
| Pension/retirement | None |
Context: Independent directors receive $90,000 annual retainer; committee chairs receive an additional $8,000; Chair of the Board receives $50,000; expenses reimbursed for non-interested directors .
Performance Compensation
No performance-based compensation, stock awards, options, or deferred equity are disclosed for directors; Aylward, as an affiliated director, receives no equity compensation from the Funds .
| Performance Pay Element | Detail |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed for directors |
| Options | None disclosed for directors |
| Performance metrics (TSR, revenue, ESG, etc.) | Not applicable; directors are not paid based on performance |
| Clawbacks / CoC terms / Severance | Not disclosed for directors (not applicable) |
Other Directorships & Interlocks
| Organization | Role | Interlock / Potential Conflict | Evidence |
|---|---|---|---|
| Virtus Investment Partners, Inc. | President & CEO | Parent of Duff & Phelps Investment Management Co., DNP’s investment adviser; creates potential related-party influence |
No additional public company boards for Aylward were disclosed in the proxy’s “Other Directorships Held … During Past 5 Years” column .
Expertise & Qualifications
- Extensive experience in development/management of registered investment companies, handling financial, staffing, regulatory, and operational issues as CEO of a major multi-asset manager .
- Oversees 110 portfolios in the Virtus fund complex, indicating broad fund governance and oversight experience .
Equity Ownership
| Shares Owned (as of Nov 30, 2024) | DNP Common | DPG Common | DTF Common |
|---|---|---|---|
| George R. Aylward | 0 | 3,319 | 0 |
| Dollar Range of Equity Securities (as of Nov 30, 2024) | DNP | DPG | DTF | Aggregate in Virtus fund complex |
|---|---|---|---|---|
| George R. Aylward | None | $10,001–$50,000 | None | $10,001–$50,000 |
- Directors and executive officers, as a group, held less than 1% of the outstanding common stock of each Fund; no preferred stock owned by directors/officers .
Governance Assessment
- Independence and conflicts: Aylward is an “interested” director tied to Virtus, the adviser’s parent—a structural conflict risk; however, DNP mitigates via an independent Chair, committees comprised solely of independent directors, and a robust audit/ERM oversight framework (audit charter amended Dec 11, 2024; periodic ERM reports from the Adviser’s CRO) .
- Engagement: Board/committee cadence and attendance thresholds were met; all directors attended the 2024 annual meeting—supportive of engagement .
- Compensation alignment: Aylward receives no cash/equity pay from the Funds, eliminating pay-linked conflicts; independent directors’ fees are transparent, fixed retainers without performance components .
- Ownership alignment: Aylward owns no DNP shares and a modest dollar range in DPG; group holdings are immaterial (<1%), which limits financial alignment at the fund level .
RED FLAGS
- Interested director with executive role at adviser’s parent (Virtus) — persistent related-party influence risk; requires vigilant independent committee oversight and contract reviews .
- Zero DNP share ownership — potential alignment shortfall specific to DNP, though directors are not required to hold shares and compensation is not equity-based .
Mitigants
- Independent Chair and all-independent audit, contracts, and nominating/governance committees; explicit pre-approval and independence safeguards for audit/non-audit services; recent audit committee charter update enhances risk oversight .