Isaiah Harris, Jr.

About Isaiah Harris, Jr.

Independent Trustee of Allspring Utilities and High Income Fund (ERH) since 2009; year of birth 1952; certified public accountant (inactive) and designated Audit Committee Financial Expert by the Board . He previously served as Chair of the Audit Committee from 2019 through 2024 and transitioned to member when the chair role moved to Jane A. Freeman in 2025 . The Board of ERH is entirely composed of Independent Trustees under the Investment Company Act of 1940, and Harris is classified as a Class I Trustee serving until the 2026 annual meeting . He maintained at least 75% attendance at Board and committee meetings, and attended the prior year’s annual shareholder meeting telephonically (engagement signal) .

Past Roles

External Roles

Board Governance

• Independence: ERH Board is comprised entirely of Independent Trustees; Harris is an Independent Trustee (Class I) with term running to the 2026 annual meeting .
• Committees: All Independent Trustees (including Harris) are members of both the Nominating & Governance Committee and the Audit Committee; N&G Chair is James G. Polisson (since 2024), Audit Chair is Jane A. Freeman (since 2025) .
• Audit Expertise: Harris is determined by the Board to be an Audit Committee Financial Expert; he chaired ERH’s Audit Committee from 2019–2024 before transitioning in 2025 .
• Meetings & Attendance: FY2025—Board regular meetings 4; N&G 5; Audit 7; each Trustee attended at least 75% of Board and relevant committees . FY2024—Board regular meetings 7; special 2; N&G 4; Audit 6; each Trustee attended at least 75% .
• Leadership: Chair of the Board is Timothy J. Penny; Chair Liaison is Pamela Wheelock (coordination role) . Committees meet separately with auditors (executive sessions), reinforcing financial oversight .
• Shareholder Meeting Engagement: Harris attended the prior year’s Annual Meeting telephonically (along with Ebsworth, Wheelock, Penny) .
• Staggered Board Terms: ERH uses staggered terms (Class I/II/III), promoting stability but potentially limiting rapid board turnover .

Fixed Compensation

• Structure: Trustees receive cash compensation and expense reimbursements; no pension or retirement benefits from ERH. Compensation is also paid across the broader Allspring Fund Complex. Committee chairs receive additional annual fees (amounts set by the Board), per charters .

Notes: Fees to proxy solicitor and auditor are borne by the Fund, not Trustees; Trustees’ compensation from ERH is modest and predominantly cash-based .

Performance Compensation

• No performance-based incentives, equity grants, options, or formulaic bonuses for Trustees are disclosed in ERH’s proxies. Compensation appears to be fixed cash retainers and committee chair fees, with expense reimbursement; no pension benefits .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA (inactive); extensive senior operating experience (President/CEO roles at BellSouth units), and prior chairmanship/directorships at large public companies (CIGNA, Deluxe) .
• Board-determined Audit Committee Financial Expert; deep governance, audit, and compensation committee experience across public boards .
• Oversees 92 portfolios in the Fund Complex (2025), indicating broad mutual fund governance scope .

Equity Ownership

• Ownership alignment signals are disclosed as dollar ranges, typical for fund trustees.

Note: ERH uses DTC holding structure; no beneficial holder ≥5% on fund books; group ownership remains de minimis .

Governance Assessment

• Strengths

  • Independent status with long tenure since 2009 and Board-wide independence; staggered terms support continuity .
  • Proven audit oversight: former Audit Committee Chair (2019–2024) and designated financial expert; robust committee charters mandate auditor independence and executive sessions .
  • Attendance and engagement: ≥75% attendance; participation in annual meeting reflects investor-facing engagement .
  • Clear independence vetting and disqualifying criteria in N&G charter reduce conflict risk .

• Watch items / potential red flags

  • Low direct ERH share ownership ($1–$10,000) and <1% group ownership may limit “skin-in-the-game” alignment relative to operating companies, though fund trustees typically maintain limited holdings .
  • High oversight bandwidth (92 funds) could diffuse attention, a common issue in fund complexes; continued attendance and committee activity mitigate this risk .
  • Staggered board terms can entrench governance, reducing activist leverage; balanced by full independence and active committee oversight .
  • Transition out of Audit Chair in 2025 warrants monitoring of continuity (no negative signal disclosed; chair fees and roles are governed and disclosed in charters) .

• Compensation Mix Signals

  • Compensation is predominantly fixed cash with chair fee supplements and no disclosed performance linkage—appropriate for Independent Trustees in registered funds, but provides limited pay-for-performance alignment .

• Related Parties / Transactions

  • No related-party transactions or loans disclosed in proxies; Section 16(a) reports believed timely; auditor independence procedures documented .

• Executive Sessions

  • Audit Committee meets separately with auditors; charters emphasize independence and risk oversight .

Overall, Isaiah Harris, Jr. brings deep audit and governance experience, consistent attendance, and independent oversight. The principal alignment gap is low direct ERH ownership, typical in fund governance but still a consideration for investors focused on “skin-in-the-game.” Committee leadership transition appears orderly within robust charter frameworks .