Michael Melarkey
About Michael J. Melarkey
Independent Trustee of GGN since 2005 (Board founding era); born 1949; retired attorney specializing in business, estate planning, and gaming regulatory work; currently Of Counsel at McDonald Carano Wilson in Reno, Nevada. Degrees: BA (University of Nevada, Reno), JD (University of San Francisco School of Law), and LL.M. in Taxation (NYU School of Law) . He is nominated to serve a new term ending at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southwest Gas Corporation (NYSE: SWX) | Chairman of the Board | 2004–2022 | Served on Nominating, Corporate Governance, and Compensation Committees |
| Avansino, Melarkey, Knobel, Mulligan & McKenzie | Partner (law) | 1980–2015 | Business, estate planning, and gaming regulatory practice |
| McDonald Carano Wilson | Of Counsel (law) | Current | Legal advisory; retired from active practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bretzlaff Foundation | Trustee (private charitable org) | Current | Non-profit governance |
| Edwin L. Wiegand Trust | Trustee (private charitable org) | Current | Possible philanthropic network overlap within Fund complex |
| Private oil & gas company | Officer | Current | Energy-sector operating exposure |
Board Governance
| Governance Area | Detail |
|---|---|
| Board independence | Independent Trustee; all Trustees except Ms. Mullady are independent; Independent Trustees chair all committees |
| Committee assignments | Nominating Committee member; ad hoc Pricing Committee member; member of a multi-fund ad hoc Compensation Committee(s) |
| Committee leadership | Nominating Committee chaired by Anthony S. Colavita (Melarkey is member); Audit Committee chaired by Vincent D. Enright; Lead Independent Trustee is James P. Conn |
| Meeting cadence (FY2024) | Board met 4 times; Audit Committee met 2 times; Nominating Committee met 1 time |
| Attendance | Each Trustee attended at least 75% of Board meetings and applicable committee meetings (FY2024) |
| Annual meeting attendance | Trustees/nominees were not expected to attend; none attended May 13, 2024 annual meeting |
| Executive sessions | Independent Trustees meet regularly in executive session |
| Risk oversight | Board and Audit Committee oversee valuation, compliance, and audit; CCO reports periodically; leadership structure reviewed periodically |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Trustees and certain Interested Trustees) | $15,000 | Paid by Fund |
| Board meeting fee | $2,000 per meeting attended | Paid by Fund |
| Committee meeting fee | $1,000 per meeting attended | Paid by Fund |
| Audit Committee Chair fee | $3,000 annual | Paid by Fund |
| Nominating Chair fee | $2,000 annual | Paid by Fund |
| Lead Independent Trustee fee | $2,000 annual | Paid by Fund |
| Aggregate remuneration to all Trustees (FY2024) | $266,000 | Excludes out-of-pocket expenses |
| Melarkey – Aggregate Compensation from GGN (FY2024) | $23,000 | Fund-level cash compensation |
| Melarkey – Aggregate Compensation from Fund Complex (FY2024) | $189,000 (across 24 portfolios) | Multi-fund roles within Fund Complex |
Performance Compensation
| Performance-linked element | Disclosure | Metrics |
|---|---|---|
| RSUs/PSUs | Not disclosed; Trustee compensation described as retainer and meeting fees (cash) | N/A |
| Options | Not disclosed; no option awards referenced for Trustees | N/A |
| Bonus/performance pay | Not disclosed; no bonus or performance criteria in Trustee compensation section | N/A |
| ESG/financial metrics tied to pay | Not disclosed | N/A |
No performance-based compensation elements are disclosed for Trustees; compensation appears cash-based (retainer and meeting fees) .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Southwest Gas Corporation | Public company | Former Chairman; committee service on Nominating, Corporate Governance, Compensation | Energy/gas exposure; historical role, not current |
| Edwin L. Wiegand Trust / E.L. Wiegand Foundation | Philanthropy | Trustee (Trust); another Trustee (Avansino) serves as Foundation Trustee | Philanthropic network overlap among Trustees |
| Fund Complex boards | Registered investment companies | Trustee across 24 portfolios | Multi-fund governance roles and committee work |
Expertise & Qualifications
- Legal: 40+ years in business, estate planning, gaming regulatory work; Of Counsel at McDonald Carano Wilson .
- Education: BA (University of Nevada, Reno); JD (University of San Francisco); LL.M. in Taxation (NYU) .
- Governance: Former public company board chair; committee experience spans nominating, governance, and compensation .
Equity Ownership
| Ownership Item | Amount | Percent of Outstanding | Valuation Band |
|---|---|---|---|
| GGN Common Shares owned (as of Dec 31, 2024) | 3,953 shares | Less than 1% | Dollar range “C” ($10,001–$50,000) |
| Aggregate holdings across Fund Complex (dollar range) | “E” (Over $100,000) | N/A | Over $100,000 |
| Interests in Adviser-affiliated entities | PMV Consumer Acquisitions Corp warrants; value $3; <1% | <1% | $3 |
The ownership of Trustees and officers as a group constitutes less than 1% of Common and Preferred shares outstanding .
Governance Assessment
- Independence and committees: Melarkey is an Independent Trustee under NYSE American guidelines; active on Nominating and ad hoc Pricing Committees and participates in multi-fund ad hoc Compensation Committees—indicative of deep engagement in board governance and officer compensation oversight .
- Attendance: He met the minimum 75% attendance threshold in FY2024; Board met four times; his committees met 1x (Nominating) and ad hoc Pricing meetings occur as needed .
- Ownership alignment: Direct GGN holding is modest (3,953 shares; $10k–$50k band) with larger aggregate holdings across the Fund Complex (> $100k), suggesting alignment with the broader complex more than this specific fund .
- Compensation structure: Cash-heavy (retainer and meeting fees) with no disclosed equity or performance-linked pay for Trustees, limiting direct pay-for-performance linkage to fund outcomes .
- Potential conflicts and RED FLAGS:
- Participation in multi-fund ad hoc Compensation Committees that set compensation for Fund Complex officers (including CCO) may introduce alignment considerations across the complex; transparency is provided, but pay-setting across affiliated funds warrants monitoring .
- Trustees/nominees did not attend the May 13, 2024 annual meeting—board states they are not expected to attend; while common in fund complexes, absence can be viewed as reduced direct shareholder engagement .
- Minor beneficial interest in a Gabelli-affiliated entity (PMV Consumer Acquisitions Corp warrants; $3 value) is de minimis but disclosed for completeness .
- Board effectiveness context: Board leadership has no Chairman; Lead Independent Trustee structure with regular executive sessions, defined Audit and Nominating mandates, and periodic review of risk and leadership structure supports oversight; Melarkey’s legal/governance background and prior public board chair role add expertise relevant to nominating, governance, and pricing responsibilities .
All disclosures sourced from GGN DEF 14A (Proxy Statement) filed March 20, 2025 (as of FY2024).