Michael J. Melarkey
About Michael J. Melarkey
Michael J. Melarkey (born 1949) is an Independent Trustee of The Gabelli Global Utility & Income Trust (GLU), serving since the Fund’s organizational meeting in 2004. He is an attorney with more than forty years of experience in business, estate planning, and gaming regulatory work, now of counsel to McDonald Carano Wilson LLP in Reno, Nevada, with prior partnership at Avansino, Melarkey, Knobel, Mulligan & McKenzie (1980–2015). He previously served as Chairman of Southwest Gas Corporation (NYSE: SWX) from 2004–2022 and held roles on its Nominating, Corporate Governance, and Compensation Committees. His academic credentials include a B.A. from the University of Nevada, Reno, a J.D. from the University of San Francisco School of Law, and an LL.M. in Taxation from NYU School of Law .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Avansino, Melarkey, Knobel, Mulligan & McKenzie | Partner | 1980–2015 | Business, estate planning, gaming regulatory practice |
| Southwest Gas Corporation (public company) | Chairman of the Board | 2004–2022 | Served on Nominating, Corporate Governance, and Compensation Committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McDonald Carano Wilson LLP | Of Counsel | Current | Of counsel in Reno, Nevada |
| Private oil & gas company | Officer | Current | Officer role disclosed |
| The Bretzlaff Foundation | Trustee | Current | Private charitable organization |
| Edwin L. Wiegand Trust | Trustee | Current | Private charitable organization |
Board Governance
- Independence: GLU’s Board consists entirely of Independent Trustees under the 1940 Act; Melarkey is an Independent Trustee (not an “interested person”). The Board has no Chairman and has designated a Lead Independent Trustee (James P. Conn) .
- Committee assignments: Melarkey is a member of the Audit Committee, Nominating Committee, the Fund’s ad hoc Pricing Committee, and serves on multi-fund ad hoc Compensation Committees within the Gabelli fund complex .
- Committee leadership: Audit and Nominating Committees are chaired by Vincent D. Enright; Melarkey is not a committee chair at GLU .
- Meetings and attendance: In FY2024 the Board met four times; Audit Committee met twice; Nominating Committee met twice. Each Trustee then serving attended at least 75% of Board and relevant committee meetings . In FY2023, the Board met four times; Audit Committee met twice; Nominating Committee met once; each Trustee attended at least 75% .
- Shareholder meeting attendance: GLU does not expect Trustees to attend annual shareholder meetings; no Trustees or nominees attended the 2024 annual meeting (May 13, 2024) or the 2023 meeting (May 22, 2023) .
- Executive sessions: Independent Trustees meet regularly in executive session and chair all Board committees .
Committee detail (FY2023 → FY2024)
| Committee | Role | Chair? | Meetings FY2023 | Meetings FY2024 |
|---|---|---|---|---|
| Audit | Member | No (Chair: Enright) | 2 | 2 |
| Nominating | Member | No (Chair: Enright) | 1 | 2 |
| ad hoc Pricing | Member | No | As needed | As needed |
| Multi-fund ad hoc Compensation | Member | No | As needed | As needed |
Fixed Compensation
GLU director pay is cash-based, comprised of retainers and per-meeting fees; committee chair roles carry additional annual fees, and committee membership pays per-meeting fees.
GLU Board and Committee Fee Policy
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Trustees) | $3,000 | Paid by GLU |
| Board meeting fee (per meeting) | $1,000 | Paid by GLU |
| Committee membership fee (per committee meeting) | $500 | Paid by GLU |
| Audit Committee Chair annual fee | $3,000 | Chair only; Melarkey not Chair |
| Nominating Committee Chair annual fee | $2,000 | Chair only; Melarkey not Chair |
| Lead Independent Trustee annual fee | $1,000 | Lead Independent Trustee is Conn |
| Aggregate remuneration paid by GLU to Trustees (FY) | $65,872 → $66,646 | FY2023 → FY2024 totals, excluding expenses |
Melarkey’s Compensation (FY2023 → FY2024)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Aggregate compensation from GLU | $8,500 | $8,000 |
| Aggregate compensation from Fund Complex (all funds/portfolios) | $195,500 (24) | $189,000 (24) |
| Board meetings held | 4 | 4 |
| Audit Committee meetings | 2 | 2 |
| Nominating Committee meetings | 1 | 2 |
| Attendance threshold met (≥75%) | Yes | Yes |
Performance Compensation
- The proxy discloses only cash retainers and meeting fees for Trustees; no equity awards (RSUs/PSUs), options, or performance-based incentives are enumerated for directors. No compensation performance metrics (e.g., TSR, revenue, EBITDA, ESG) are disclosed for Trustees .
| Performance Metric | Used in Director Pay? | Source |
|---|---|---|
| Equity awards (RSUs/PSUs) | None disclosed | Compensation tables list only cash |
| Stock options | None disclosed | Compensation tables list only cash |
| TSR / Financial metric targets | None disclosed | Fee policy shows cash retainers/meeting fees |
Other Directorships & Interlocks
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Southwest Gas Corporation | Chairman of the Board | 2004–2022 | Nominating, Corporate Governance, Compensation Committees |
| Gabelli Fund Complex | Trustee across other registered funds | Ongoing | Serves on comparable committees across the fund complex; participates in multi-fund ad hoc Compensation Committees |
Potential interlock: The Board’s multi-fund ad hoc Compensation Committees span closed-end funds within the Gabelli complex, creating cross-fund governance ties; this is customary for fund complexes but relevant for oversight context .
Expertise & Qualifications
- Legal and regulatory: Extensive legal practice in business, estate planning, and gaming regulation; LL.M. in Taxation enhances financial oversight aptitude .
- Public company governance: Led a utility as Chairman (SWX) and served on key governance committees, providing sector and governance experience applicable to GLU .
- Fund governance: Active on GLU’s Audit and Nominating Committees; understands audit oversight and board composition processes .
Equity Ownership
| Metric | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|
| GLU Common Shares beneficially owned | 5,459 | 5,459 |
| Ownership % of GLU shares outstanding | <1% | <1% |
| Dollar range of GLU holdings | D ($50,001–$100,000) | D ($50,001–$100,000) |
| Aggregate dollar range in Fund Complex | E (Over $100,000) | E (Over $100,000) |
| Interests in Adviser-affiliated entities | PMV Consumer Acquisitions Corp warrants: $2; <1% | PMV Consumer Acquisitions Corp warrants: $3; <1% |
No pledging or hedging of GLU shares is disclosed in the proxy; beneficial ownership reflects direct holdings only .
Insider Trades and Section 16 Compliance
| Year | Compliance Note |
|---|---|
| 2023 | One late Form 4 by Melarkey; otherwise compliant per GLU’s review |
| 2024 | GLU reports full compliance with Section 16(a) filing requirements for covered persons during the year |
Governance Assessment
- Strengths: Long-tenured independent trustee with deep legal and governance experience; active participation on Audit and Nominating Committees; consistent attendance (≥75%) with regular executive sessions; Board entirely independent, with structured committee oversight .
- Alignment: Personal GLU ownership of 5,459 shares with a disclosed dollar range of $50k–$100k supports skin-in-the-game, albeit <1% of shares outstanding; aggregate fund complex exposure exceeds $100k .
- Compensation structure: Cash-only retainer/meeting fees indicate conservative director pay design with no equity or performance incentives; Melarkey’s GLU pay decreased from $8,500 (FY2023) to $8,000 (FY2024), with Fund Complex compensation modestly lower year-over-year ($195,500 → $189,000) .
- Engagement signals: GLU does not expect trustees to attend shareholder meetings; none attended in 2023 or 2024, which is typical for closed-end fund boards but limits direct shareholder interaction .
- Conflicts and related-party exposure: De minimis warrants in an Adviser-affiliated entity ($2 in 2023; $3 in 2024; <1% of class) present negligible financial exposure; nonetheless, disclosure is appropriate. Participation in multi-fund compensation committees creates cross-fund ties but is standard in fund complexes .
- RED FLAGS: A late Form 4 in 2023 reflects a minor compliance lapse; subsequent year’s clean compliance mitigates ongoing concern . No pledging or related-party transactions with GLU are disclosed for Melarkey; continued monitoring of affiliate interests remains prudent .