Michael J. Melarkey
About Michael J. Melarkey
Independent Trustee of The GDL Fund since 2006; born 1949. Retired attorney with 40+ years specializing in business, estate planning, and gaming regulatory work; currently of counsel at McDonald Carano & Wilson (Reno, NV). Serves as Chairman of the Audit Committee and is the Fund’s designated Audit Committee Financial Expert; previously Chairman of Southwest Gas Corporation (2004–2022). Education: BA University of Nevada, Reno; JD University of San Francisco School of Law; LL.M. in Taxation, NYU School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald Carano & Wilson LLP | Of Counsel | Current | Legal counsel; business, estate, gaming regulatory specialization |
| Avansino, Melarkey, Knobel, Mulligan & McKenzie | Partner | 1980–2015 | Law practice leadership |
| Southwest Gas Corporation | Chairman of the Board | 2004–2022 | Served on Nominating, Corporate Governance, and Compensation Committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Bretzlaff Foundation; Edwin L. Wiegand Trust | Trustee/Officer | Current | Private charitable organizations |
| Private oil & gas company | Officer | Current | Not named; role noted in proxy |
Board Governance
- Independence: Independent Trustee; Board’s committees chaired by Independent Trustees; Lead Independent Trustee: James P. Conn .
- Committee assignments: Audit Committee (Chair); designated Audit Committee Financial Expert; member of a multi-fund ad hoc Compensation Committee .
- Board structure: No Board Chairman; oversight via Audit and Nominating Committees and ad hoc committees (Proxy Voting, Pricing) .
- Attendance: Each Trustee attended ≥75% of Board and applicable committee meetings in 2022–2024; Board met 4x (2022), 5x (2023; 4 regular + 1 special), 4x (2024). Audit Committee met 2x each year .
- Annual meeting attendance: Trustees/nominees did not attend annual meetings in 2022–2024 (disclosed expectation that Trustees do not attend) .
- Current term: Serving until the 2027 Annual Meeting of Shareholders (Trustees Serving Until 2027) .
| Committee | Role | Financial Expert | Meetings (FY) |
|---|---|---|---|
| Audit Committee | Chair | Yes (designated) | 2 (2022), 2 (2023), 2 (2024) |
Fixed Compensation
- Structure (Trustee pay is cash retainer + meeting fees; no equity awards disclosed):
- Annual retainer: $9,000
- Board meeting fee: $2,000 per meeting
- Committee meeting fee: $1,000 per meeting
- Audit Committee Chair fee: $3,000/year
- Nominating Committee Chair fee: $2,000/year (not applicable to Melarkey)
- Lead Independent Trustee fee: $2,000/year (not applicable to Melarkey)
- Reimbursement of out-of-pocket expenses .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Aggregate Compensation from GDL (USD) | $22,000 | $24,000 | $22,000 |
| Aggregate Compensation from Fund Complex (USD) | $193,500 | $195,500 | $189,000 |
| Number of investment companies/portfolios in Fund Complex (context) | 23 | 24 | 24 |
Performance Compensation
- Proxy discloses only cash retainers/meeting and committee fees; no performance-based metrics, options, RSUs/PSUs, or equity awards for Trustees are described .
| Performance-linked elements | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Performance metrics tied to director pay | None disclosed | None disclosed | None disclosed |
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Southwest Gas Corporation | Chairman | 2004–2022 | Also served on Nominating, Corporate Governance, Compensation Committees |
- Interests in affiliates: PMV Consumer Acquisitions Corp warrants held by Melarkey (value at year-end): $11 (2022), $2 (2023), $3 (2024); <1% of class in each year .
Expertise & Qualifications
- Audit Committee Financial Expert designation; extensive legal and regulatory background (including gaming regulatory work) .
- Degrees: BA (University of Nevada, Reno); JD (University of San Francisco School of Law); LL.M. in Taxation (NYU) .
- Oversees 24 portfolios in the Gabelli Fund Complex (trustee capacity) .
Equity Ownership
| Metric | As of Dec 31, 2022 | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|---|
| Common Shares owned | 6,977 | 6,977 | 6,977 |
| Series C Preferred Shares owned | 3,038 | 3,038 | 3,038 |
| Percent of shares outstanding | <1% (asterisk) | <1% (asterisk) | <1% (asterisk) |
| Dollar range of GDL equity (Fund) | Over $100,000 (E) | Over $100,000 (E) | Over $100,000 (E) |
| Dollar range in Family of Investment Companies | Over $100,000 (E) | Over $100,000 (E) | Over $100,000 (E) |
| Shares pledged as collateral | Not disclosed |
Governance Assessment
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Strengths
- Deep oversight experience; Audit Chair and designated Financial Expert, providing strong financial reporting and risk oversight capability .
- Independent status; committees chaired by Independent Trustees; Lead Independent structure in place; robust committee framework .
- Consistent meeting attendance (≥75%); stable compensation aligned to service, not performance gaming; clear Audit Charter and pre-approval controls .
- Ownership alignment: meaningful personal investment (common and preferred; >$100k dollar range) without disclosed pledging .
-
Potential Risks / Watch Items
- Overboarding risk: oversees 24 funds in the complex—monitor workload and effectiveness across entities .
- Annual meeting engagement: Trustees/nominees did not attend annual meetings (consistent with fund practice, but some investors prefer in-person engagement) .
- Related-party exposure appears minimal for Melarkey (de minimis PMV warrants) though board includes members with interests in adviser-affiliated entities; continue monitoring for conflicts .
-
Compensation Structure Signals
- Stable, service-based cash compensation; no equity or performance-linked elements—reduces pay-for-performance signaling but is typical for closed-end fund trustees .
- Slight decline in complex-wide compensation in 2024 vs 2023, consistent with meeting counts and roles rather than discretionary adjustments .
-
Compliance & Filings
- Section 16 compliance: Fund states filings were compliant in 2024; in 2023 one late Form 4 was for Mr. Gabelli (not Melarkey) .
RED FLAGS
- None specific to Melarkey disclosed: no related-party transactions, legal proceedings, or pledging/hedging reported .
- Board-level note: historic SEC settlement for another trustee (Zizza) discussed by Board and determined not disqualifying; monitor governance optics but not specific to Melarkey .