Elizabeth C. Bogan
About Elizabeth C. Bogan
Independent Trustee of The Gabelli Utility Trust (GUT) since May 16, 2018; year of birth 1944; nominated to serve a new three‑year term through the 2028 Annual Meeting. Former Senior Lecturer in Economics at Princeton University (1992–2020) and former Chair of the Economics & Finance Department at Fairleigh Dickinson University; degrees in Economics from Wellesley (BA), University of New Hampshire (MA, Quantitative Economics), and Columbia University (PhD). Oversees 12 portfolios across the Gabelli Fund Complex; serves on boards of other funds in the Complex. Independence affirmed under 1940 Act/NYSE guidelines; no disclosed interests in the Adviser or its affiliates as of Dec 31, 2024.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Princeton University | Senior Lecturer in Economics | 1992–2020 | Teaching/research in economics; senior academic appointment |
| Fairleigh Dickinson University | Chair, Economics & Finance Department; Executive Committee member (College of Business Administration) | Not dated | Department leadership; governance on Executive Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gabelli Fund Complex (other registered funds) | Trustee/Director | Ongoing | Serves on boards of other funds within the Complex |
| Other public company boards (past 5 years, excluding fund Complex) | — | — | None disclosed for Dr. Bogan |
Board Governance
- Board classification and tenure: Trustee since May 16, 2018; nominated for re‑election to serve until the 2028 Annual Meeting. The Board has 12 Trustees, 10 independent.
- Committee assignments: Dr. Bogan is not listed among members or chairs of the Audit Committee (Enright—Chair; Birch; Melarkey) or Nominating Committee (Zizza—Chair; Conn; Enright); no other committee assignments for her are disclosed.
- Independence determination: Independent Trustee under 1940 Act/NYSE definitions; proxy states independent trustees (with noted exceptions, none applicable to Bogan) had no interests in the Adviser or its affiliates as of Dec 31, 2024.
- Attendance and engagement: Board met four times in FY 2024; each Trustee then serving attended at least 75% of Board meetings and applicable committee meetings. Trustees/nominees did not attend the May 13, 2024 annual meeting (Fund does not expect Trustees to attend).
- Lead Independent Trustee and executive sessions: James P. Conn serves as Lead Independent Trustee; independent Trustees meet regularly in executive session and chair all Board committees.
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Notes |
|---|---|---|
| Annual retainer (Independent Trustee) | $6,000 | Standard cash retainer for independent Trustees |
| Board meeting fees | $1,500 per meeting | Four regular quarterly meetings held in FY 2024 |
| Committee meeting fee (member) | $1,000 per committee meeting | Applies if serving on a committee (no committee service disclosed for Bogan) |
| Committee chair fees | Audit Chair $3,000; Nominating Chair $2,000 | Not applicable to Bogan; she is not a chair |
| Aggregate compensation from GUT (Bogan) | $12,000 | Fund‑level compensation paid in FY 2024 |
| Aggregate compensation from Fund Complex (Bogan) | $152,000 | Compensation across 12 funds in the Complex, FY 2024 |
Performance Compensation
| Metric / Instrument | Detail |
|---|---|
| Cash bonus / target bonus | None disclosed for Trustees; compensation is retainers and meeting fees |
| Stock awards (RSUs/PSUs) | None disclosed for Trustees |
| Option awards | None disclosed for Trustees |
| Performance metrics (TSR, EBITDA, ESG, etc.) | None disclosed for Trustee compensation |
| Vesting schedules / dates | Not applicable (no equity awards disclosed) |
| Severance / change‑of‑control provisions | Not disclosed for Trustees |
| Clawbacks / tax gross‑ups | Not disclosed for Trustees |
Other Directorships & Interlocks
| Category | Entity | Role | Potential Interlock / Conflict |
|---|---|---|---|
| Other registered funds | Gabelli Fund Complex (various) | Trustee/Director | Same adviser across Complex; independence preserved; no Bogan‑specific affiliate interests disclosed |
| Public company boards | — | — | None disclosed for Bogan |
Context: Proxy notes certain other Trustees (not Bogan) had interests in entities that may be deemed under common control with the Adviser (e.g., Fahrenkopf, Birch, Zizza), and one Trustee (Zizza) settled an SEC inquiry in 2015—Board determined it does not disqualify him. No such items are disclosed for Bogan.
Expertise & Qualifications
- PhD economist with long academic tenure (Princeton Senior Lecturer 1992–2020); prior department chair and academic governance experience.
- Degrees: BA (Wellesley), MA Quantitative Economics (University of New Hampshire), PhD Economics (Columbia).
- Oversees 12 portfolios within the Gabelli Fund Complex, indicating broad fund governance exposure.
Equity Ownership
| Measure | Value | As of | Notes |
|---|---|---|---|
| Common shares owned (GUT) | 0 | Dec 31, 2024 | Less than 1% of shares outstanding |
| Percent of shares outstanding (GUT) | * (<1%) | Dec 31, 2024 | Asterisk denotes <1% |
| Dollar range in GUT | A (None) | Dec 31, 2024 | Proxy dollar range classification |
| Aggregate dollar range in Fund Complex | E (Over $100,000) | Dec 31, 2024 | Holdings across related funds |
| Pledged / hedged shares | None indicated | Dec 31, 2024 | No pledging/hedging disclosures for Bogan |
Insider Trades
| Period | Form 3/4/5 Compliance | Notes |
|---|---|---|
| FY 2024 | Compliant | Based on review of electronically filed Forms 3 and 4 in FY 2024, applicable persons complied with Section 16(a); proxy does not enumerate any Bogan‑specific transactions. |
Governance Assessment
- Strengths:
- Independence: Independent Trustee with no disclosed interests in Adviser/affiliates; independent committee governance overall; regular executive sessions.
- Credentials: PhD economist with decades of academic leadership—useful for oversight of financial reporting and policy matters.
- Attendance: Met ≥75% threshold in FY 2024; Board met quarterly.
- Watch items / RED FLAGS:
- Low fund‑level ownership alignment: 0 GUT shares and “None” dollar range in GUT; while she holds >$100k across the Fund Complex, lack of direct GUT ownership may be viewed as weak alignment.
- Shareholder engagement signal: No Trustees/nominees attended the May 13, 2024 annual meeting (Fund does not expect attendance), which can be perceived as lower direct engagement with shareholders.
- Committee influence: Bogan is not listed on Audit or Nominating Committees and holds no chair roles; limited disclosed committee footprint may reduce direct impact on key oversight levers.
Overall: Dr. Bogan brings strong economic and academic governance experience and is independent; however, absence of GUT share ownership and no disclosed committee roles are notable alignment/engagement considerations for investors.