Michael Melarkey
About Michael J. Melarkey
Independent Trustee of The Gabelli Dividend & Income Trust (GDV) since 2003; year of birth 1949. Veteran corporate attorney (business, estate planning, gaming regulatory) now Of Counsel at McDonald Carano & Wilson, Reno, Nevada; prior partner at Avansino, Melarkey, Knobel, Mulligan & McKensie (1980–2015). Education: BA University of Nevada, Reno; JD University of San Francisco School of Law; LLM (Taxation) NYU School of Law. Serves as a member of GDV’s Nominating Committee and participates in multi-fund ad hoc compensation committees across the Gabelli Fund Complex; designated as an Independent Trustee under the 1940 Act and NYSE guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avansino, Melarkey, Knobel, Mulligan & McKensie | Partner | 1980–2015 | Corporate/estate/gaming regulatory legal practice |
| Southwest Gas Corporation (NYSE: SWX) | Chairman of the Board | 2004–2022 | Served on Nominating, Corporate Governance, and Compensation Committees |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald Carano & Wilson (Reno, NV) | Of Counsel | Current | Corporate, estate, gaming regulatory expertise |
| Bretzlaff Foundation; Edwin L. Wiegand Trust | Trustee (private charitable organizations) | Current | Governance over philanthropic assets |
| Private oil & gas company | Officer | Current | Energy sector operating exposure |
| Gabelli Fund Complex | Member, multi-fund ad hoc compensation committees | Current | Oversight of CCO/closed-end fund officer compensation across funds |
Board Governance
- Independence: Classified as an Independent Trustee; Board has majority of Independent Trustees (all except M. Gabelli, A. Mullady, C. Peeney) .
- Committees: Member, Nominating Committee (three Independent Trustees: A. Colavita (Chair), M. Melarkey, S. Zizza) .
- Committee Activity: Nominating Committee met once in FY2024; Audit Committee (not a member) met twice .
- Attendance: In FY2024, each Trustee attended at least 75% of Board and applicable committee meetings; Board held 5 meetings (4 regular, 1 special) .
- Tenure: Trustee since 2003; nominated for term ending 2028 Annual Meeting .
- Board Leadership: Lead Independent Trustee is James P. Conn; Independent Trustees chair all standing committees and meet in executive session .
Fixed Compensation
| Component | Amount/Terms | FY2024 Actual for Melarkey |
|---|---|---|
| Annual retainer (Independent Trustees and certain Interested) | $18,000 per year | Included in total |
| Board meeting fee | $2,000 per meeting; 5 Board meetings held in 2024 | Included in total |
| Committee meeting fee | $1,000 per committee meeting (Nominating met once; not chair) | Included in total |
| Chair/lead fees (if applicable) | Audit Chair: $3,000; Nominating Chair: $2,000; Lead Independent: $2,000 (not applicable to Melarkey) | N/A |
| Aggregate compensation from GDV (FY2024) | — | $26,000 |
| Aggregate compensation from Fund Complex (FY2024) | — | $189,000 (across 24 portfolios overseen) |
Notes: Compensation is cash-based; Trustees are reimbursed for out-of-pocket meeting expenses .
Performance Compensation
- No equity or performance-based compensation for Trustees disclosed; no RSUs/PSUs/options, performance metrics, or incentive plans for Trustees in FY2024 .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Dates | Notes/Interlocks |
|---|---|---|---|---|
| Southwest Gas Corporation (SWX) | Public | Chairman of the Board; committee member (NCG, Compensation) | 2004–2022 | Prior public company leadership; utility sector; no current role |
| PMV Consumer Acquisition Corp. | Public SPAC | Warrant holder (value $3) | As of 12/31/2024 | Small interest in entity that “may be deemed” controlled by Mario J. Gabelli/affiliates; fellow Trustee S. W. Laughlin serves as Director of PMV—minor interlock noted . |
Expertise & Qualifications
- Legal/regulatory: 40+ years of legal practice in business, estate planning, and gaming regulatory work; Of Counsel role underscores ongoing subject-matter expertise .
- Governance/Compensation: Chaired a public company board (SWX) and served on Nominating, Corporate Governance, and Compensation committees; serves on multi-fund ad hoc compensation committees across Gabelli closed-end funds .
- Finance/Tax: LLM in Taxation (NYU Law) supports oversight of complex fund and compensation matters .
Equity Ownership
| Measure | Value |
|---|---|
| GDV Common Shares beneficially owned | 5,952 shares (<1% of outstanding) |
| Dollar range of GDV holdings | “E” – Over $100,000 (as of 12/31/2024) |
| Dollar range in Family of Investment Companies | “E” – Over $100,000 |
| Pledging/Hedging | No pledging/hedging of GDV shares disclosed |
| Interests in Adviser-affiliated entities | PMV Consumer Acquisition Corp. warrants valued at $3 (less than 1%); entity may be deemed under common control with Adviser |
Governance Assessment
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Strengths:
- Long-tenured independent trustee with deep governance and compensation experience; prior public board chair and committee leadership (SWX) .
- Active on GDV’s Nominating Committee; Board confirms majority independence and regular executive sessions; attendance met ≥75% thresholds in 2024 .
- Material personal ownership in GDV (Dollar Range “E”), aligning interests with shareholders .
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Potential Watch Items:
- Very long tenure (since 2003) may raise independence/performance refresh concerns for some investors, though he remains designated Independent .
- Minor economic interests in an entity that may be under common control with the Adviser (PMV SPAC warrants, $3 value) present a de minimis interlock; disclosure mitigates but worth monitoring alongside any future transactions .
- Heavy fund-complex workload (oversees 24 portfolios) could pose time/attention constraints; Board met 5 times in 2024 and committees met as noted .
-
Related-Party/Conflicts:
- No related-party transactions involving Melarkey disclosed in GDV’s latest proxy; Section 16 compliance shows no late filings for him in 2024 (one late Form 3 was for another Trustee) .
- No legal proceedings involving Melarkey disclosed; a separate SEC settlement noted pertains to another Trustee (Zizza) and not to GDV .
-
Director Compensation Structure:
- Cash-only model (retainer plus per-meeting fees) supports independence; no equity grants or performance-based awards to Trustees .
Overall: Melarkey brings seasoned governance, compensation, and legal expertise with meaningful share ownership. Primary investor considerations are long tenure and modest adviser-affiliated interlock; neither is flagged as disqualifying in the proxy, but should be monitored for any escalation into related-party exposure or overboarding risks .