Michael J. Melarkey
About Michael J. Melarkey
Independent Trustee of GAMCO Natural Resources, Gold & Income Trust (GNT) since 2008; born 1949; attorney with 40+ years’ experience specializing in business, estate planning, and gaming regulation; of counsel to McDonald Carano & Wilson, Reno, NV. Education: B.A. University of Nevada, Reno; J.D. University of San Francisco School of Law; LL.M. (Taxation) NYU School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald Carano & Wilson (Reno, NV) | Of Counsel (retired from active practice) | Ongoing | Business, estate, gaming regulatory focus |
| Avansino, Melarkey, Knobel, Mulligan & McKenzie | Partner | 1980–2015 | Corporate/legal leadership |
| Southwest Gas Corporation (NYSE: SWX) | Chairman of the Board | 2004–2022 | Served on Nominating, Corporate Governance, and Compensation Committees |
| Pioneer Crossing Casino Group (NV) | Owner | As disclosed in 2017 proxy | Gaming industry operations (historical disclosure) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Bretzlaff Foundation | Trustee | Ongoing | Private charitable organization |
| Edwin L. Wiegand Trust | Trustee | Ongoing | Private charitable organization |
| Private oil & gas company | Officer | Ongoing | Energy sector experience |
Board Governance
- Independent Trustee; Board divided into three classes; Melarkey’s current term runs until the 2026 Annual Meeting .
- Committee assignments: Nominating Committee member; member of multi-fund ad hoc Compensation Committees (CCO and certain officers across the closed-end fund complex) .
- Attendance: Board met four times in FY2024; each Trustee attended at least 75% of Board and applicable committee meetings .
- Meeting format: GNT conducts hybrid annual meetings; Trustees are not expected to attend; no Trustee attended the 2024 annual meeting .
- Independence and oversight: All Trustees except one are Independent; Independent Trustees meet regularly in executive session; Lead Independent Trustee is James P. Conn .
- Breadth of oversight: Melarkey oversees 24 portfolios across the Gabelli Fund Complex, indicating significant governance workload .
Fixed Compensation
- Fee schedule (FY2024): Annual Trustee retainer $3,000; $1,000 per Board meeting; $500 per committee meeting; Audit Chair $3,000; Nominating Chair $2,000; Lead Independent Trustee $2,000 .
| Metric | FY 2015 | FY 2017 | FY 2018 | FY 2020 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|
| Aggregate Compensation from GNT ($) | $8,000 | $7,750 | $8,000 | $7,500 | $7,500 | $7,500 | $7,000 |
| Aggregate Compensation from Fund Complex ($) | $89,000 | $123,234 | $189,567 | $202,500 | $193,500 | $195,500 | $189,000 |
Performance Compensation
| Component | Status | Detail |
|---|---|---|
| Equity awards (RSUs/PSUs) | None disclosed | Proxy describes cash retainers/fees; no director equity awards disclosed |
| Option awards | None disclosed | No option awards for Trustees disclosed |
| Bonus/Performance metrics | Not applicable | Trustees compensated via fixed cash fees; no performance metrics tied to director pay |
Other Directorships & Interlocks
| Company | Role | Tenure | Committees | Interlock/Conflict Notes |
|---|---|---|---|---|
| Southwest Gas Corporation | Chairman; Director | 2004–2022 | Nominating, Corporate Governance, Compensation | Sector overlap with GNT’s focus; no related-party transactions disclosed in GNT proxy |
| PMV Consumer Acquisitions Corp. | Holder of warrants | As of 12/31/2024 | — | Minimal interest valued at $3; entity may be deemed under common control with Adviser affiliates |
Expertise & Qualifications
- Legal and regulatory: Extensive legal practice including gaming regulatory work; corporate governance committee experience at public utility SWX .
- Education: B.A. (Nevada–Reno), J.D. (USF), LL.M. Tax (NYU) .
- Fund governance: Long-serving independent trustee; Nominating Committee member; multi-fund ad hoc Compensation Committee member .
Equity Ownership
| Measure | FY 2015 | FY 2016 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Shares beneficially owned | 2,000 common | 0 | 0 | 0 |
| Percent of shares outstanding | <1% | <1% | <1% | <1% |
| Dollar range (Fund) | A: None | A: None | A: None | A: None |
| Aggregate dollar range (Fund Complex) | E: Over $100,000 | E: Over $100,000 | E: Over $100,000 | E: Over $100,000 |
- Pledging/Hedging: No pledging or hedging of GNT shares disclosed for Melarkey .
- Section 16 compliance: Fund reports general compliance; one late Form 4 was by Mario J. Gabelli (not Melarkey) .
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| — | — | None disclosed for Melarkey in proxy | — | — | Proxy notes overall Section 16 compliance; exception pertains to Mr. Gabelli |
Governance Assessment
-
Strengths:
- Independent status; active on Nominating Committee and multi-fund ad hoc Compensation bodies; Board structure emphasizes independent oversight and executive sessions .
- Consistent meeting participation (≥75%); clear, modest, cash-only fee structure for Trustees reduces pay-related conflicts .
- Long tenure provides institutional knowledge; broad oversight across 24 portfolios indicates high engagement with governance processes .
-
Watch items / RED FLAGS:
- No current GNT share ownership (Dollar Range “A: None”), which limits direct alignment; historical ownership in 2015 no longer present .
- Trustees not expected to attend annual meetings; none attended in 2024—can be perceived as lower shareholder-facing engagement .
- Minimal, but present, interests in an entity potentially under common control with Adviser affiliates (PMV warrants, $3)—low-dollar, but note as a related-party exposure for completeness .
-
Committee effectiveness:
- Nominating Committee met once in FY2024; chartered process for shareholder-recommended nominees is robust; evaluation includes conflicts and independence screens .
- Audit governance strong at Board level (financial expert designated, regular meetings), though Melarkey is not an Audit Committee member .
-
Compensation structure signals:
- Stable cash-based fees; no equity grants or performance-linked pay to Trustees—minimizes incentives misalignment but also reduces ownership alignment .
-
Shareholder issues:
- No say-on-pay items disclosed; proxy solicitation handled by third party (Morrow Sodali); control share statute disclosures suggest focus on fund governance safeguards rather than pay items .