Agnes Mullady
About Agnes Mullady
Agnes Mullady (born 1958) serves as a Trustee of The GDL Fund, having joined the Board on March 25, 2021; she was nominated for a new three‑year term expiring at the 2028 Annual Meeting . She is classified as an “interested person” under the Investment Company Act due to her direct or indirect beneficial interest in the Fund’s Adviser and prior business/professional relationship with the Fund and Adviser, not as an independent director . Her credentials include senior operating and distribution roles across the Gabelli/GAMCO complex, and prior finance leadership at U.S. Trust/Excelsior Funds; she holds an MBA in Finance from the New York Institute of Technology and a B.A. in Accounting from Queens College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gabelli Funds, LLC (Fund Division) | President & Chief Operating Officer | 2010–2019 | Ran fund division operations |
| G.distributors, LLC | Chief Executive Officer | 2011–2019 | Led distribution platform |
| GAMCO Investors, Inc. (GAMI) | Senior Vice President | 2009–2019 | Senior leadership; part of Gabelli complex |
| Gabelli Funds, LLC | Vice President | 2006–2019 | Officer across Gabelli/GAMCO/Teton funds |
| Associated Capital Group, Inc. | Executive Vice President | 2016–2019 | Executive role at listed affiliate |
| Gabelli/GAMCO/Teton Funds | Officer (multiple registered funds) | 2006–2019 | Oversight across fund complex |
| U.S. Trust Company | Senior Vice President | Pre‑Dec 2005 | Senior banking role |
| Excelsior Funds | Treasurer & Chief Financial Officer | 2004–2005 | Finance leadership for funds |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GAMCO Investors, Inc. | Directorship (as listed under “Other Directorships”) | Not specified | Listed in proxy’s “Other Directorships Held by Trustee” field |
| Gabelli Fund Complex | Oversees 14 portfolios | Current | Number of portfolios overseen as Trustee |
Note: Other public company directorships beyond GAMCO were not disclosed for Ms. Mullady in the past five years section of the proxy .
Board Governance
- Independence status: Interested Trustee under the 1940 Act (not independent) due to affiliations/beneficial interest with the Adviser .
- Years of service: Trustee since March 25, 2021; nominated for term through the 2028 meeting .
- Committee assignments: Audit Committee consists of Independent Trustees Melarkey (Chair), Colavita, Zizza; Nominating Committee consists of Independent Trustees Colavita (Chair), Zizza; ad hoc Proxy Voting Committee includes Colavita and Conn; ad hoc Pricing Committee includes Conn and Zizza. Ms. Mullady is not listed as a member of these committees .
- Lead Independent Director: James P. Conn .
- Attendance and engagement: In 2024, Board met 4 times and all Trustees attended at least 75% of Board and committee meetings; Trustees/nominees did not attend the 2024 annual shareholder meeting. In 2023, Board met 5 times (4 regular + 1 special), with at least 75% attendance; Trustees/nominees did not attend the 2023 annual meeting .
| Governance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 5 (4 regular, 1 special) | 4 (regular quarterly) |
| Trustee attendance threshold | ≥75% for all Trustees | ≥75% for all Trustees |
| Annual meeting attendance by Trustees/Nominees | None attended (May 22, 2023) | None attended (May 13, 2024) ; Fund did not expect attendance (May 12, 2025 notice) |
| Lead Independent Director | James P. Conn | James P. Conn |
| Ms. Mullady committee memberships | Not listed on Audit/Nominating/ad hoc committees | Not listed on Audit/Nominating/ad hoc committees |
Fixed Compensation
- Structure: Annual retainer $9,000 plus $2,000 per Board meeting; committee members receive $1,000 per committee meeting; Audit Chair receives $3,000 annually; Nominating Chair and Lead Independent Trustee receive $2,000 annually. Certain Interested Trustees (including Ms. Mullady) receive this compensation; out‑of‑pocket expenses reimbursed .
| Compensation (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate compensation from GDL Fund (Mullady) | $19,000 | $17,000 |
| Aggregate compensation from Fund Complex (Mullady) | $134,500 | $131,500 |
Performance Compensation
- The proxy discloses fixed cash fees for Trustees and committee participation; it does not describe equity grants, options, or performance‑based metrics for director compensation .
| Performance Metric Tied to Director Pay | FY 2023 | FY 2024 |
|---|---|---|
| Equity awards (RSUs/DSUs/Options) | Not disclosed | Not disclosed |
| Bonus/variable pay | Not disclosed | Not disclosed |
| Performance goals (e.g., TSR, EBITDA, ESG) | Not disclosed | Not disclosed |
Other Directorships & Interlocks
| Company | Type | Role/Committee | Relationship/Interlock |
|---|---|---|---|
| GAMCO Investors, Inc. | Public company | Directorship (per proxy listing) | Adviser affiliate; indicates governance interlock with the Fund’s ecosystem |
| Gabelli Fund Complex | Registered investment companies | Oversees 14 portfolios | Deep involvement across adviser‑managed funds |
Additional potential interlocks exist at the fund complex level (e.g., Independent Trustees serving on multiple Gabelli funds), but the proxy lists GAMCO Investors, Inc. as Ms. Mullady’s non‑fund directorship .
Expertise & Qualifications
- Extensive fund operations, distribution, and compliance leadership across Gabelli/GAMCO/Teton funds from 2006–2019, including CEO of G.distributors and President/COO of fund division .
- Prior finance leadership as Treasurer/CFO of Excelsior Funds and Senior VP at U.S. Trust .
- Education: MBA in Finance (New York Institute of Technology); B.A. in Accounting (Queens College) .
- Oversees 14 portfolios within the fund complex, evidencing breadth of oversight experience .
Equity Ownership
| Ownership Metric | FY 2023 | FY 2024 |
|---|---|---|
| Common shares beneficially owned | 150 | 150 |
| Percent of shares outstanding | <1% | <1% |
| Dollar range of equity in GDL | B ($1–$10,000) | B ($1–$10,000) |
| Dollar range across Fund Complex | C ($10,001–$50,000) | E (Over $100,000) |
| Pledging/hedging disclosures | Not disclosed in proxy for Ms. Mullady |
Section 16(a) filings: The Fund believes applicable insiders complied with filing requirements in 2024; in 2023, a late Form 4 was noted for Mr. Gabelli, not for Ms. Mullady .
Governance Assessment
- Independence/Conflicts: Ms. Mullady is an interested Trustee due to affiliations and beneficial interest with the Adviser, which represents a standing conflict relative to independent oversight norms in closed‑end funds . Her listing as holding a directorship at GAMCO Investors, Inc., the Adviser’s parent complex, reinforces interlocks that may affect perceived independence .
- Committee Effectiveness: Key oversight committees (Audit, Nominating) are chaired and composed by Independent Trustees; Ms. Mullady is not a member, which mitigates direct conflicts within audit/nomination processes but limits her formal committee oversight role .
- Attendance & Engagement: Board attendance thresholds were met (≥75% for all Trustees), but trustees did not attend annual shareholder meetings in 2023–2024, signaling limited shareholder‑facing engagement .
- Pay & Alignment: Director pay is modest and cash‑based, without performance metrics or equity awards disclosed; Ms. Mullady’s direct ownership is small (150 shares, <1%), suggesting limited “skin‑in‑the‑game,” though she reports higher aggregate dollar range across the fund complex in 2024 .
- RED FLAGS: Interested status tied to Adviser; ecosystem interlocks (GAMCO listing); minimal direct GDL share ownership; non‑attendance at annual meetings .
Overall implication for investor confidence: Governance safeguards rely on Independent Trustees’ committees and Lead Independent Director structure; however, Ms. Mullady’s interested status and adviser interlocks warrant monitoring for related‑party influence. Cash‑only director compensation reduces pay‑for‑performance concerns but combined with low personal ownership weakens alignment signals .