Karen DiGravio
About Karen A. DiGravio
Independent Trustee of Clough Global Dividend & Income Fund (GLV) since 2017; also serves on the boards of GLQ and GLO within the Clough fund complex. She is the Audit Committee Financial Expert and Chair of the Audit Committee for each fund, with 22+ years in asset management as Partner, CFO, and CCO at Westfield Capital Management; BA, Connecticut College (1991) and MBA, Boston University School of Management (1997); year of birth 1969 .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Westfield Capital Management | Partner; Chief Financial Officer; Chief Compliance Officer | Not disclosed | Chaired Operating & Risk Management Committee; led finance, accounting, and compliance functions |
| Westfield Advisory Board | Member | Until 2016 | Advisory role to the firm |
External Roles
| Organization | Role | Tenure (if disclosed) | Notes |
|---|---|---|---|
| Connecticut College | Co-chair, 1911 Society; Member, President’s Leadership Council | Not disclosed | Alumni leadership roles |
Board Governance
- Committee assignments: Audit Committee (Chair; designated “Audit Committee Financial Expert”); Governance & Nominating Committee (member) .
- Independence: Identified and serving as an Independent Trustee; no independence-impairing relationships disclosed .
- Attendance and engagement: Boards of GLV/GLQ/GLO each met four times in FY2024; each Trustee attended at least 75% of Board and committee meetings; Audit Committee met twice and Governance & Nominating met twice in FY2024 .
- Board leadership: Independent Chairman structure (Chairman is an Independent Trustee); quarterly executive sessions of Independent Trustees without management/adviser present .
- Annual meeting attendance: Funds do not require Trustee attendance; no Trustees attended the 2024 annual meeting of shareholders .
Fixed Compensation
Director cash compensation (no equity disclosed). YoY increase reflects meeting activity and chair fees.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| GLV – Compensation ($) | 20,500 | 23,100 |
| GLQ – Compensation ($) | 20,500 | 23,100 |
| GLO – Compensation ($) | 20,500 | 23,100 |
| Total from Fund Complex ($) | 67,650 | 69,300 |
Fee schedule per fund (applies to Independent Trustees; DiGravio is Audit Chair):
| Component | Amount per Fund |
|---|---|
| Annual retainer – Independent Trustee | $14,000 |
| Board meeting fee (in-person) – Independent Trustee | $1,500 per meeting |
| Telephonic Board meeting fee – Independent Trustee | $500 per meeting |
| Annual retainer – Chairman of the Board | $16,800 |
| Board meeting fee (in-person) – Chairman | $1,800 per meeting |
| Telephonic Board meeting fee – Chairman | $600 per meeting |
| Annual retainer – Audit Committee Chairman | $15,400 |
| Board meeting fee (in-person) – Audit Committee Chairman | $1,650 per meeting |
| Telephonic Board meeting fee – Audit Committee Chairman | $550 per meeting |
Performance Compensation
- The proxy discloses cash retainers and meeting fees; no equity awards, options, bonuses, or performance-conditional incentives for Trustees are disclosed .
- The Funds do not have a compensation committee (governance note) .
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Public company boards (past 5 years) | None | — | “Other Directorships Held by Trustee During the Past Five Years: None” |
Expertise & Qualifications
- Audit and financial oversight: Designated Audit Committee Financial Expert and Audit Committee Chair across all three funds .
- Senior finance, compliance, and risk management experience as Partner, CFO, and CCO in asset management; chaired Operating & Risk Committee at Westfield .
- Long-standing independent fund governance experience (Trustee since 2017 in GLV/GLQ/GLO) .
Equity Ownership
Beneficial ownership (as of the record dates noted in the proxies):
| Fund | Shares Owned | % of Shares Outstanding |
|---|---|---|
| GLV | 1,876 | <1% |
| GLQ | 2,122 | <1% |
| GLO | 1,787 | <1% |
Dollar-range disclosure (Trustee self-reported ranges):
| Fund | Dollar Range |
|---|---|
| GLV | $10,001–$50,000 |
| GLQ | $10,001–$50,000 |
| GLO | $1–$10,000 |
| Aggregate across fund family | $10,001–$50,000 |
Additional independence/ownership safeguards:
- No ownership of, or transactions with, the Adviser (Clough) or its affiliates by Independent Trustees or their immediate families within the thresholds disclosed (>$120,000) over the past five years; only investments in the Funds/affiliated vehicles per SEC staff guidance .
Governance Assessment
-
Strengths
- Deep finance/compliance background; serves as Audit Committee Financial Expert and Chair across the complex—key for NAV, valuation, and financial reporting oversight .
- Active committee work: AC met twice and Governance & Nominating met twice in FY2024; Board met four times; attendance threshold met (≥75%) .
- Independence confirmed and reinforced by absence of related-party transactions/holdings with the Adviser or affiliates .
- Independent Chairman structure with quarterly executive sessions supports robust oversight culture .
-
Watch items
- Ownership alignment modest: each fund holding is <1% and aggregate reported dollar range across the complex is $10,001–$50,000; consider whether ownership guidelines exist (none disclosed) and whether additional open-market purchases would strengthen alignment optics .
- Annual meeting presence: Trustees are not required to attend and none did in 2024—which can be viewed as lower direct shareholder engagement, though annual meetings are telephonic and attendance is not required by policy .
- Compensation is entirely cash-based and increased YoY (total from $67,650 in FY2023 to $69,300 in FY2024), largely reflecting chair/meeting fee structure rather than performance linkage .
-
Conflict checks
- No related-party transactions or independence impairments disclosed; none of the Independent Trustees or their families owned securities or had relationships with the Adviser/affiliates above disclosed thresholds .
-
Committee/compensation governance context
- No compensation committee (typical for CEF boards); governance and nominating processes and criteria are formalized and periodically reviewed; AC charter reviewed December 19, 2024; Governance & Nominating Charter reviewed January 25, 2024 .
Overall: DiGravio’s profile reflects a financially sophisticated, independent audit chair with consistent engagement and clean conflict profile—positives for investor confidence. Alignment via share ownership is present but modest; enhanced ownership could further strengthen optics on “skin in the game” .