Mareilé Cusack
About Mareilé B. Cusack
Mareilé B. Cusack, age 66, is an independent director of DNP Select Income Fund Inc., Duff & Phelps Utility and Infrastructure Fund Inc. (DPG), and DTF Tax-Free Income 2028 Term Fund Inc., serving since 2023 with a current term expiring in 2026. She is a veteran investment management lawyer—former General Counsel at Ariel Investments—with prior regulatory roles at the U.S. SEC, the Illinois Gaming Board, and the Chicago Stock Exchange; she brings deep expertise in asset management operations, AML, privacy, and enforcement to the Board. She is classified as independent under the Investment Company Act of 1940 and chairs the Nominating & Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ariel Investments, LLC | General Counsel; Chief Privacy Officer; Senior Vice President; AML Officer; Vice President | 2008–2023 (CPO 2019–Jan 2023; SVP 2012–2023; AML 2010–Jan 2023; VP 2007–2012) | Led legal, compliance, privacy and AML for registered adviser and affiliated entities, aligning fund operations with regulatory standards |
| Ariel Investment Trust (mutual fund complex) | Vice President; Secretary; Assistant Secretary; AML Officer | 2008–2023 (AML 2010–Feb 2023; Secretary 2014–2023; Assistant Secretary 2008–2014) | Governance and compliance oversight for registered funds |
| Ariel Distributors, LLC (broker-dealer) | Vice President; General Counsel; Secretary; AML Officer | 2008–2023 | Broker-dealer legal and AML oversight |
| Ariel Alternatives, LLC / Project Black Management | Vice President; General Counsel | 2021–2023 | Private fund governance and legal oversight |
| Chicago Stock Exchange | Vice President & Associate General Counsel (prior: Chief Enforcement Counsel) | Mar–Oct 2007 (Chief Enforcement Counsel 2004–2007) | Exchange enforcement and legal functions |
| Illinois Gaming Board | Chief Legal Officer | 1995–2001 | State regulatory oversight; legal governance |
| U.S. SEC, Chicago Regional Office | Branch Chief, Interpretations & Small Offering Issuers; Staff Attorney, Enforcement | 1991–1995 (Enforcement 1988–1991) | Federal securities enforcement and policy interpretation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships disclosed in past 5 years |
| Fund complex portfolios overseen | Director, DNP/DPG/DTF | Since 2023 | Oversees 3 portfolios in the fund complex |
Board Governance
- Independence: All directors other than George R. Aylward are classified as independent under the 1940 Act; Ms. Cusack is independent .
- Committee assignments:
- Chair, Nominating & Governance Committee (comprised of all independent directors) .
- Member, Audit Committee (all independent directors; Donald C. Burke is Chair) .
- Member, Executive Committee (currently Vitale Chair; members include Burke, Cusack, Moran; Moran to become Chair upon Vitale’s retirement) .
- Member, Contracts Committee (comprised of all independent directors; Moran is Chair) .
- Board leadership: Independent Chair model; Vice Chair Eileen Moran to become Chair after Vitale’s retirement per director retirement policy .
- Attendance and engagement (FY ended Oct 31, 2024):
- DNP Board met 4x; audit 2x; nominating & governance 3x (+1 written consent); contracts 2x; executive committee did not meet; each director attended at least 75% of aggregate Board/committee meetings .
- Director retirement policy: Mandatory retirement at age 78; Ms. Cusack is 66 (not near threshold) .
- Independence from adviser: None of the independent directors or their immediate family members owned any securities of the Adviser or its control affiliates (other than registered investment companies), reinforcing independence from Duff & Phelps Investment Management Co. (Virtus subsidiary) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base annual retainer (independent directors) | $90,000 per year | Single fee covers service to DNP, DPG, DTF |
| Committee chair retainer (audit, contracts, nominating & governance) | +$8,000 per year per chair | Ms. Cusack chairs the Nominating & Governance Committee |
| Chair of the Board retainer | +$50,000 per year | Not applicable to Ms. Cusack |
| Aggregate compensation received (FY ended Oct 31, 2024) | DNP: $80,650; DPG: $11,598; DTF: $1,752; Fund complex total: $94,000 | Funds reimburse reasonable meeting-related expenses; no pension/retirement plan for directors |
Performance Compensation
| Instrument/Metric | Terms | Status |
|---|---|---|
| Equity grants (RSUs/PSUs), options | Grant dates, shares, strike, vesting | Not disclosed for directors; compensation structure is retainer-based cash only |
| Performance bonus (revenue/EBITDA/TSR/ESG) | Targets, payouts | Not disclosed; no performance-based director pay indicated |
| Clawback provisions (director comp) | Triggers/enforcement | Not disclosed in proxy |
| Severance/change-of-control (director) | Multiples, triggers | Not disclosed in proxy |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships | None disclosed in past 5 years |
| Shared directorships/interlocks with DNP’s adviser, affiliates, customers, suppliers | None indicated; independent directors and immediate family did not own securities of the Adviser or its control affiliates (other than registered funds) |
| Committee roles across companies | Focused on DNP/DPG/DTF; Chair of Nominating & Governance |
Expertise & Qualifications
- Asset management governance: Former GC across adviser, fund complex, and broker-dealer; extensive AML, privacy, and fund operations experience .
- Regulatory and enforcement: Prior legal leadership at Illinois Gaming Board; SEC enforcement and branch chief experience; exchange enforcement at Chicago Stock Exchange .
- Board selection and governance process leadership: Chairs Nominating & Governance; charter updated Dec 11, 2024; required to seek diverse candidates (women/minority groups) and oversee continued education (quarterly modules on strategy, governance, ERM/cyber), enhancing board effectiveness .
Equity Ownership
| Measure | DNP | DPG | DTF | Notes |
|---|---|---|---|---|
| Beneficial share count | 4,752 | 1,335 | 0 | Each individual and the group held <1% of outstanding for each fund |
| Shares outstanding (record date Dec 6, 2024) | 370,030,932 | 37,130,045 | 7,029,567 | Record date for voting |
| Ownership as % of outstanding (calc.) | ~0.0013% (4,752 ÷ 370,030,932) | ~0.0036% (1,335 ÷ 37,130,045) | 0% | Calculations based on disclosed counts |
| Dollar range of equity holdings | $10,001–$50,000 | $10,001–$50,000 | None | Aggregate across fund complex: $50,001–$100,000 |
| Pledging/hedging | Not disclosed | Not disclosed | Not disclosed | No pledging disclosure in proxy; general note that each director’s holdings are <1% |
Governance Assessment
- Strengths:
- Independence from the Adviser is explicitly affirmed; immediate family also not holding Adviser/affiliate securities, reducing conflicts .
- Significant regulatory and compliance expertise (SEC, state regulator, exchange enforcement) and asset management GC background—valuable for oversight of risk, AML, and governance in a registered fund context .
- Active governance role as Chair of Nominating & Governance; charter strengthened Dec 11, 2024 to promote diversity and formalize continued education, indicating proactive board development and governance quality .
- Committee breadth includes audit, contracts, and executive committees, enhancing cross-functional oversight .
- Alignment/engagement:
- Meets attendance threshold; Board/committee cadence shows steady engagement (DNP Board 4x; audit 2x; nominating 3x; contracts 2x in FY 2024) .
- Personal share ownership is modest in absolute terms (<1% by design), consistent with closed-end fund director norms; dollar range $50,001–$100,000 aggregated across funds .
- Watch items:
- No director equity grant program or performance-based compensation is disclosed; alignment is primarily via cash retainers and personal share ownership rather than at-risk equity .
- No explicit director stock ownership guidelines are disclosed in the proxy; continued monitoring of ownership alignment is prudent for investor confidence .
- Red flags: None material identified in the proxy (no related-party transactions involving Ms. Cusack, no late Section 16 filings noted for her; a late Form 3 was noted for a DTF officer, not a director) .