Mark Kahrer
About Mark G. Kahrer
Mark G. Kahrer (age 63) is an independent director nominee to be elected by DNP’s preferred shareholders for a term ending in 2028. He is Senior Vice President – Regulatory Affairs, Marketing and Energy Efficiency at New Jersey Natural Gas (subsidiary of New Jersey Resources) and previously held senior finance, treasury, and risk roles at Public Service Enterprise Group (PSEG), bringing deep utility regulatory and finance expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Service Enterprise Group (PSEG); PSEG Power; PSE&G | Vice President Finance & Development (PSEG Power); Vice President – Finance (PSE&G); Assistant Treasurer; Director – Financial Risk Management; Director – Corporate Accounting | 1983–2017 | Utility finance, treasury, accounting and risk leadership across operating subsidiaries; extensive exposure to regulated utility finance and risk |
| New Jersey Natural Gas (NJR subsidiary) | Vice President – Regulatory Affairs | 2017–2019 | Led regulatory strategy; prepares him for board oversight of regulated-utility portfolios |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New Jersey Natural Gas (subsidiary of New Jersey Resources) | Senior Vice President – Regulatory Affairs, Marketing and Energy Efficiency | 2020–Present | Senior operating executive at a regulated natural gas utility; domain expertise in regulation and energy efficiency markets |
Board Governance
- Status and term: Independent director nominee for DNP’s preferred shareholder seat; if elected, serves until the 2028 annual meeting .
- Independence: All directors other than the Virtus CEO nominee (George R. Aylward) are classified as independent under the 1940 Act; Kahrer is nominated as an independent director .
- Election constituency: Preferred shareholders elect two directors at all times; Kahrer is nominated to fill one of those preferred-elected seats at DNP (and DPG) .
- Board size/leadership transition: With three retirements at the 2025 meeting, the board size will be reduced from seven to five (assuming Kahrer’s election); Ms. Moran will become independent Chair upon Mr. Vitale’s retirement .
- Committees and chairs (board-level):
- Executive (Vitale Chair → Moran upon retirement), members: Vitale, Burke, Cusack, Moran
- Audit: All independent directors; Chair: Burke
- Contracts: All independent directors; Chair: Moran
- Nominating & Governance: All independent directors; Chair: Cusack
Note: Committees are “currently comprised of all independent directors”; Kahrer would be eligible to serve if elected .
- Attendance/engagement: In FY2024, DNP board met 4x; audit 2x; nom/gov 3x; contracts 2x; executive 0x. Each director attended at least 75% of aggregate board and committee meetings .
- Retirement policy: Mandatory retirement at age 78; nominees continuing after the meeting are below the threshold .
Fixed Compensation
Directors serve across DNP, DPG, and DTF and receive one set of fees for all three funds.
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $90,000 | For service across DNP/DPG/DTF |
| Committee chair retainer (Audit, Contracts, Nominating & Governance) | $8,000 each | Additional to base retainer |
| Board Chair additional retainer | $50,000 | Independent Chair premium |
| Expense reimbursement | Actuals | For meeting attendance expenses |
| Pension/retirement plan | None | Funds do not have a pension/retirement plan for directors/officers |
Performance Compensation
| Metric/Instrument | Disclosure | Detail |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | Not disclosed | Proxy presents cash retainers; no equity awards are described for fund directors |
| Bonus/Performance cash | Not disclosed | No director bonus program disclosed |
| Clawback provisions | Not disclosed | Not addressed for director pay |
| Severance/Change-in-Control | Not disclosed | Not addressed for directors |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for the past five years in the nominee’s bio table |
Expertise & Qualifications
- Utility and regulatory expertise: Senior roles overseeing regulatory affairs, finance, risk, and accounting at regulated utilities (NJR/NJNG and PSEG), directly relevant to DNP’s utility/infrastructure investment focus .
- Independence and shareholder representation: Preferred-stock class director, enhancing representation of preferred holders per fund governance design .
Equity Ownership
| Dollar Range of Equity Securities Owned (as of Nov 30, 2024) | DNP | DPG | DTF | Aggregate (Family of Funds) |
|---|---|---|---|---|
| Mark G. Kahrer | None | None | None | None |
| Shares Beneficially Owned (as of Nov 30, 2024) | DNP | DPG | DTF |
|---|---|---|---|
| Mark G. Kahrer | 0 | 0 | 0 |
Additional ownership 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 its control affiliates, supporting independence from the adviser complex .
Insider Filings and Trades
| Item | Status |
|---|---|
| Section 16 status (FY2024) | Kahrer was a nominee (not yet a director) as of the proxy; the Funds report Section 16(a) compliance during the year with one late Form 3 unrelated to Kahrer . |
| Form 3/4/5 for Kahrer | Not disclosed in the proxy (nominee) . |
Related-Party/Conflict Review
- Related-party transactions: None disclosed involving Kahrer in the proxy .
- Adviser/affiliate securities: No independent directors (group-level) held adviser/affiliate securities as of Nov 30, 2024, reducing adviser conflict risk .
- Note on external employment: Kahrer is an executive at a regulated utility (NJNG). DNP invests in utilities; while no transactions are disclosed, the board’s contracts and audit committees (comprising all independent directors) oversee advisory contracts and risk, providing structural conflict oversight .
Say-on-Pay and Shareholder Feedback
- Not applicable for closed-end fund directors; no say-on-pay items are presented. Preferred holders (notably Corebridge and MetLife/MIM) are the electors for preferred seats, indicating constituency accountability for this nomination (Corebridge 50.0% and MetLife/MIM 40.76% of DNP preferred) .
Governance Assessment
- Positives:
- Independent nominee with deep regulatory and utility-finance expertise aligned to the fund’s sector focus .
- Election by preferred holders strengthens representation of that class; robust board committee framework with independent chairs and full independent membership on Audit/Contracts/Nominating .
- Strong board process indicators: mandatory retirement policy, regular meetings, and at least 75% attendance by all directors in FY2024 .
- Watch items / RED FLAGS:
- Zero beneficial ownership in DNP/DPG/DTF and aggregate family-of-funds may be viewed as low alignment until ownership is established .
- External executive role at a regulated utility in an investable universe warrants routine conflict monitoring (no related-party transactions disclosed) .
- No other public board experience disclosed in the past five years; committee assignments for Kahrer are not specified until after election .
Overall: Kahrer brings directly relevant regulatory and utility finance experience and meets independence standards. Key investor-alignment signal to monitor post-election is share ownership initiation, along with standard conflict oversight given his senior role at a regulated utility .