Michael J. Melarkey
About Michael J. Melarkey
Independent Director of The Gabelli Convertible and Income Securities Fund Inc. (GCV) since 2018; year of birth 1949. He is an attorney specializing in business, estate planning, and gaming regulatory work, currently serving as Of Counsel at McDonald Carano Wilson LLP (retired from active practice) and previously a long-time partner at Avansino, Melarkey, Knobel, Mulligan & McKensie (1980–2015). Education: BA, University of Nevada–Reno; JD, University of San Francisco School of Law; LL.M. (Taxation), New York University School of Law. He is designated as an Independent Director under the Investment Company Act and serves on the multi-fund ad hoc Compensation Committees within the Gabelli Fund Complex .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Avansino, Melarkey, Knobel, Mulligan & McKensie | Partner | 1980–2015 | Business, estate planning, gaming regulatory practice |
| McDonald Carano Wilson LLP | Of Counsel (retired from active practice) | Active as of 2024–2025 | Advisory legal role in Reno, NV |
| Southwest Gas Corporation (NYSE) | Chairman of the Board | 2004–2022 | Served on Nominating, Corporate Governance, and Compensation Committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Bretzlaff Foundation | Trustee | Not disclosed | Private charitable organization |
| Edwin L. Wiegand Trust | Trustee | Not disclosed | Private charitable organization |
| Private oil & gas company | Officer | Not disclosed | Private company role |
Board Governance
- Board classification: 13 directors; Melarkey serves as an Independent Director; his current term runs to the 2027 annual meeting (nominated and elected in 2024) .
- Committee memberships (GCV): Member, multi-fund ad hoc Compensation Committees; NOT listed as a member of the Audit Committee (Enright, Birch, Zizza) or Nominating Committee (Colavita, Zizza, Roeder); Lead Independent Director is Anthonie C. van Ekris .
- Engagement and attendance: FY2024—Board met 4 times; each director attended at least 75% of Board and applicable committee meetings. Directors are not expected to attend stockholder annual meetings; no director attended the May 13, 2024 annual meeting .
- Oversight structure: Independent directors meet regularly in executive session and chair all committees; Board maintains Audit, Nominating, ad hoc Proxy Voting, and ad hoc Pricing Committees; multi-fund ad hoc Compensation Committees address CCO and certain officer compensation in the Fund Complex .
Fixed Compensation
- Director pay structure (cash): Annual retainer $3,000; $750 per Board meeting; $500 per committee meeting; Audit Chair fee $3,000; Nominating Chair fee $2,000; Lead Independent Director fee $1,000; reimbursement of out-of-pocket expenses .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation from GCV ($) | $6,000 | $6,000 |
| Metric | CY 2023 | CY 2024 |
|---|---|---|
| Aggregate Compensation from Fund Complex ($) | $195,500 | $189,000 |
| Portfolios served (count) | 24 | 24 |
Note: Pay appears entirely cash-based; no equity grants, options, or performance-linked director compensation disclosed .
Performance Compensation
| Element | Disclosure |
|---|---|
| Bonus / Performance-linked pay | Not disclosed for directors; none indicated |
| Equity awards (RSUs/PSUs), options | Not disclosed for directors; none indicated |
| Performance metrics (TSR, EBITDA, ESG) | Not applicable to director compensation |
| Clawbacks / CIC / severance terms | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Tenure | Committees / Interlocks |
|---|---|---|---|
| Southwest Gas Corporation | Chairman | 2004–2022 | Served on Nominating, Corporate Governance, Compensation Committees |
- Interests in entities under common control with Adviser: PMV Consumer Acquisitions Corp. warrants valued at $2 (as of 12/31/2023) and $3 (as of 12/31/2024); <1% of class each year .
Expertise & Qualifications
- Legal and regulatory expertise spanning business, estate planning, and gaming regulation; governance experience as former public company Board Chair (Southwest Gas) .
- Advanced tax credential (LL.M.) supports audit/compensation and governance oversight capabilities .
- Service across 24 portfolios in the Gabelli Fund Complex indicates broad fund governance experience .
Equity Ownership
| Item | 2023 | 2024 |
|---|---|---|
| Dollar range of equity in GCV | A (None) | A (None) |
| GCV Common beneficial ownership (shares) | 0 | 0 |
| Aggregate dollar range in Fund Complex | E (Over $100,000) | E (Over $100,000) |
| Other interests under Adviser common control | PMV Consumer Acquisitions Corp. warrants: $2; <1% | PMV Consumer Acquisitions Corp. warrants: $3; <1% |
Insider Filings & Trades
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Section 16(a) compliance (Fund-wide) | All required persons complied, except one late Form 4 by Mr. Gabelli; no exceptions noted for Melarkey | All required persons complied; no exceptions noted for Melarkey |
Governance Assessment
- Independence and committee roles: Melarkey is an Independent Director with prior public company chair experience; at GCV he is not on Audit or Nominating, but participates in multi-fund ad hoc Compensation Committees, which influence CCO and certain officer compensation across the Fund Complex—positive for cross-fund consistency, but could create complex interlocks on remuneration decisions .
- Alignment: He holds no GCV shares and reports “None” for GCV dollar range—this may be viewed as lower ownership alignment versus best-practice guidelines that favor some director stockholding for closed-end funds; however, the Fund pays only cash retainers and does not disclose director equity programs .
- Capacity/overboarding risk: Oversight of 24 portfolios suggests a substantial time commitment; while this indicates experience, investors should monitor capacity to maintain high engagement standards across entities .
- Attendance and shareholder engagement: Board met 4 times in FY2024 with ≥75% attendance for all directors; directors are not expected to attend annual meetings and none attended in 2024—consistent with Fund practice but could be perceived as limited shareholder-facing engagement .
- Potential conflicts and related-party exposure: Minimal economic interest in a Gabelli-affiliated entity via PMV Consumer Acquisitions Corp. warrants ($2–$3, <1%); not material but does constitute a technical interlock within Adviser-controlled entities. No loans, pledging, or related-party transactions disclosed for Melarkey at GCV .
- Overall: Legal and governance background is strong; independence is clear; compensation is modest and cash-only; main investor watchpoints are lack of GCV share ownership, broad Fund Complex obligations (capacity), and minor affiliated interests—none rise to a material red flag based on disclosures .
Additional context for investors: The Fund’s Board has adopted and utilizes robust committee structures and executive sessions; Nominating Committee policies explicitly assess conflicts, independence, board limits, and character/fitness requirements, suggesting structural safeguards around potential conflicts and overboarding .