James P. Conn
About James P. Conn
James P. Conn is the Lead Independent Trustee of The Gabelli Utility Trust (GUT), serving since 1999 and elected solely by holders of the Fund’s Preferred Shares; his current term runs until the 2027 Annual Meeting . He was formerly Managing Director and Chief Investment Officer of Financial Security Assurance Holdings, Ltd. (1992–1998) and a senior business executive, including service as CIO, at Transamerica Corp. . He holds a Bachelor’s degree in Business Administration from Santa Clara University and was born in 1938 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial Security Assurance Holdings, Ltd. | Managing Director & Chief Investment Officer | 1992–1998 | Led investment function; public company experience |
| Transamerica Corp. | Senior business executive, including CIO | Not disclosed | Leadership roles; boardroom experience across industries |
| Various public companies (banking and other industries) | Director/Lead Director; committee chair | Not disclosed | Served as lead director and/or chair of various committees |
External Roles
| Company | Role | Current/Recent (past 5 years) | Notes |
|---|---|---|---|
| — | — | None disclosed outside the fund complex | Proxy table shows no other public company directorships for the past five years |
Board Governance
- Lead Independent Trustee; presides over executive sessions and acts as liaison among Trustees, service providers, officers, and counsel; chairs agenda-setting between meetings .
- Committee leadership: Chair of the Nominating Committee, the ad hoc Proxy Voting Committee, and the ad hoc Pricing Committee .
- Nominating Committee composition and activity: Independent Trustees Zizza (Chairman), Conn, Enright; met once in FY2024; charter is posted on gabelli.com .
- Election class/structure: Conn is one of two Trustees elected solely by Preferred shareholders; his term expires in 2027 and he is not standing for election in 2025 .
- Attendance and engagement: Board met four times in FY2024; each Trustee attended at least 75% of Board and committee meetings; Trustees do not expect to attend annual shareholder meetings, and none attended the May 13, 2024 meeting .
- Independent oversight: All Trustees other than Mario J. Gabelli and John D. Gabelli are Independent; Independent Trustees chair all Board committees and meet regularly in executive session .
Fixed Compensation
| Component | FY2024 |
|---|---|
| Annual retainer (Independent Trustee) | $6,000 |
| Board meeting fee | $1,500 per meeting |
| Committee meeting fee | $1,000 per meeting |
| Audit Committee Chair fee | $3,000 (not applicable to Conn) |
| Nominating Committee Chair fee | $2,000 (applicable to Conn) |
| Lead Independent Trustee fee | $2,000 (applicable to Conn) |
| Aggregate compensation from GUT | $15,000 |
| Aggregate compensation from GUT + Fund Complex | $288,500 (across 23 funds/portfolios) |
The Fund paid $124,000 in aggregate remuneration to Trustees in FY2024 (excl. expenses); structure is fee-based with cash retainers and meeting/chair fees .
Performance Compensation
| Performance Metric | FY2024 Disclosure |
|---|---|
| TSR percentile | Not disclosed; director pay presented as fixed fees and meeting/chair retainers |
| Revenue/EBITDA growth targets | Not disclosed |
| ESG/Compliance metrics | Not disclosed |
| Options/PSUs/RSUs | Not disclosed; compensation table shows cash fees only |
Other Directorships & Interlocks
| Relationship | Entity | Instrument/Role | Value/Ownership |
|---|---|---|---|
| Interest in affiliate-related entity | PMV Consumer Acquisitions Corp. | Warrants | $3; <1% of class (as of 12/31/2024) |
| Other public company boards (last five years) | — | — | None disclosed |
The proxy notes Independent Trustees and families generally had no interests in the Adviser or controlled affiliates as of 12/31/2024, with exceptions disclosed; Conn’s PMV warrant is de minimis .
Expertise & Qualifications
- Former CIO-level experience at Financial Security Assurance; senior executive experience at Transamerica; prior public company board leadership including lead director and committee chair roles .
- Lead Independent Trustee with sustained governance responsibilities across GUT and the broader fund complex .
- Education: Bachelor’s degree in Business Administration, Santa Clara University; year of birth: 1938 .
Equity Ownership
| Holding | Amount/Range | Percent of Outstanding |
|---|---|---|
| GUT Common Shares | 1,507 shares (beneficial ownership) | <1% |
| Dollar range of equity in GUT | B ($1–$10,000), valued as of 12/31/2024 | — |
| Aggregate dollar range across Fund Complex | E (Over $100,000), as of 12/31/2024 | — |
Governance Assessment
-
Strengths
- Independence and leadership: Lead Independent Trustee; chairs key governance committees (Nominating, Proxy Voting, Pricing), supporting board effectiveness and shareholder oversight .
- Attendance: Met the 75% attendance threshold for Board and committee meetings in FY2024; Board met quarterly, indicating regular oversight cadence .
- Experience breadth: CIO-level investment management background and prior public company board leadership roles (lead director/committee chair) add financial and governance acumen .
-
Watch items / RED FLAGS
- Low direct ownership in GUT: 1,507 shares (<1%); dollar range B ($1–$10,000) may indicate limited “skin-in-the-game” alignment at the fund-level, though aggregate holdings across the fund complex are higher .
- Annual meeting engagement: Trustees, including Conn, did not attend the 2024 shareholder annual meeting, consistent with fund policy but may be viewed negatively by some investors focused on shareholder-facing accountability .
- Affiliate exposure: De minimis warrants in PMV Consumer Acquisitions Corp. linked to Adviser-affiliate control may present theoretical conflicts, albeit trivial in value .
- Overboarding risk perception: Significant aggregate compensation across 23 funds suggests extensive multi-fund responsibilities; while common in closed-end complexes, investors should monitor workload relative to effectiveness .
Overall, Conn’s independent leadership and committee oversight roles are positives for governance quality; investors should balance these with modest fund-level ownership and limited shareholder meeting visibility, while noting the de minimis affiliate interest disclosure .