John Birch
About John Birch
John Birch (born 1950) is an Independent Trustee of The Gabelli Utility Trust (GUT) since 2018. He is a Partner at The Cardinal Partners Global and previously served as COO of Sentinel Asset Management and CFO/CRO of Sentinel Group Funds (2005–2015); earlier roles include senior positions at State Street Bank (Luxembourg), American Skandia Investment Services, International Fund Administration, and Gabelli Funds. He holds a Master of Tax from Metropolitan University College (Copenhagen) and completed the Program for Management Development at Harvard Business School. As of the 2022 proxy, his age was reported as 71.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sentinel Asset Management / Sentinel Group Funds | COO; CFO; Chief Risk Officer | 2005–2015 | Senior leadership across operations, finance, risk |
| State Street Bank (Luxembourg) | Vice President, Transfer Agency | Not disclosed | Oversight of TA operations |
| American Skandia Investment Services, Inc. | COO & SVP | Not disclosed | Mutual fund operations leadership |
| International Fund Administration, Ltd. | COO & Executive Vice President (Partner) | Not disclosed | Fund administration leadership |
| Gabelli Funds, Inc. | Chief Administrative Officer; SVP – Mutual Funds Division; Managing Director | Not disclosed | Fund operations and administration |
| Kansallis banking group; Privatbanken A/S | Senior roles | Not disclosed | Banking sector experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| GAMCO International SICAV | Director; Chairman | Public fund (Lux SICAV) | Governance chair role |
| Gabelli Merger Plus+ Trust Plc | Director; Co‑Chairman | Public (UK-listed investment trust) | Board leadership role |
| Gabelli Associates Limited; Gabelli Associates Limited II E | Director | Private | May be deemed controlled by Mario J. Gabelli and/or affiliates; under common control with Fund’s Adviser |
Board Governance
- Independent Trustee; elected solely by holders of GUT’s Preferred Shares (class election structure under Fund documents).
- Committee memberships: Audit Committee (member); ad hoc Pricing Committee (member). Not an Audit Chair (that role is held by Vincent D. Enright), and not listed on Nominating or Compensation committees.
- Audit Committee composition and engagement: Enright (Chair), Birch, Melarkey; Audit Committee met two times in FY2024; audit report signed February 6, 2025. Similar cadence in prior years: two meetings in FY2022 (report dated February 13, 2023), FY2021 (February 14, 2022), and FY2020 (February 22, 2021).
- Board meeting frequency and attendance: 4 Board meetings in FY2024 with each Trustee attending at least 75% of Board and applicable committee meetings. In FY2023, 5 meetings (4 quarterly, 1 special) and at least 75% attendance; FY2021 had 5 meetings with at least 75% attendance. The Fund does not expect Trustees to attend the Annual Meeting; none attended the May 22, 2023 annual meeting.
Committee Meeting Cadence
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2024 |
|---|---|---|---|---|
| Audit Committee meetings (#) | 2 | 2 | 2 | 2 |
Board Meeting Cadence and Attendance
| Metric | FY 2021 | FY 2023 | FY 2024 |
|---|---|---|---|
| Board meetings held (#) | 5 | 5 | 4 |
| Attendance threshold disclosed | ≥75% | ≥75% | ≥75% |
Fixed Compensation
- Structure (Independent Trustees): $6,000 annual retainer; $1,500 per Board meeting attended; $1,000 per committee meeting; Audit Committee Chair $3,000/year; Nominating Committee Chair $2,000/year; Lead Independent Trustee $2,000/year; reimbursement of out‑of‑pocket expenses.
| Component | Amount (USD) |
|---|---|
| Annual retainer (Independent Trustees) | $6,000 |
| Per Board meeting fee | $1,500 |
| Per committee meeting fee | $1,000 |
| Audit Committee Chair annual fee | $3,000 |
| Nominating Chair annual fee | $2,000 |
| Lead Independent Trustee annual fee | $2,000 |
| John Birch – Aggregate Compensation from GUT (USD) | FY 2020 | FY 2023 | FY 2024 |
|---|---|---|---|
| Amount | $14,000 | $14,000 | $14,000 |
Performance Compensation
- No director equity awards (RSUs/PSUs), options, or performance‑linked compensation disclosed for Trustees; compensation is cash‑based as per the Independent Trustee fee schedule and proxy compensation tables.
| Performance‑Linked Pay Metrics | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs) | None disclosed |
| Options/vesting | None disclosed |
| Bonus/TSR/ESG metrics | None disclosed |
Other Directorships & Interlocks
| Affiliation | Relationship | Potential Interlock/Control Note |
|---|---|---|
| Gabelli Merger Plus+ Trust Plc | Director; Co‑Chairman | May be considered under common control with Adviser via Mario J. Gabelli; disclosed as such for related entities |
| GAMCO International SICAV | Director; Chairman | Same complex; governance leadership |
| Gabelli Associates Limited; Gabelli Associates Limited II E | Director | Explicitly disclosed as possibly controlled by Mario J. Gabelli and/or affiliates; under common control with Adviser |
Governance note: Proxy footnotes state Independent Trustees (with possible exceptions described) and their families had no interests in the Adviser or its controlled entities as of December 31, 2024; however, Birch’s director roles at certain Gabelli‑affiliated entities are disclosed, which constitute interlocks within the Fund Complex.
Expertise & Qualifications
- Operational and financial oversight: Former COO, CFO, CRO of Sentinel; extensive mutual fund administration experience (Gabelli Funds, International Fund Administration) and transfer agency operations (State Street, Luxembourg).
- Board‑level financial oversight: Audit Committee member; Board determined all Audit Committee members are financially literate (Audit Chair designated as financial expert is Enright).
- Education: Master of Tax (Metropolitan University College, Copenhagen); Harvard PMD.
Equity Ownership
| Metric | As of 12/31/2021 | As of 12/31/2023 |
|---|---|---|
| Common shares beneficially owned | 0 | 0 |
| Percent of shares outstanding | * (less than 1%) | * (less than 1%) |
| Dollar Range of Equity Securities in GUT | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|
| Dollar range held (Fund) | A. None | A. None |
| Aggregate dollar range in Fund Complex | E. Over $100,000 | E. Over $100,000 |
Group ownership context: Trustees and executive officers as a group held ~1.7% of total Common Shares (as of certain proxies); Birch individually held none.
Governance Assessment
-
Strengths
- Deep fund operations, finance, and risk background aligns with Audit Committee responsibilities; Board confirmed financial literacy for all Audit Committee members.
- Consistent Audit Committee engagement (two meetings per year; formal audit reports signed), indicating ongoing oversight of financial reporting and auditor independence.
- Independent Trustee status with class election by Preferred shareholders, enhancing representation of that capital structure.
-
Concerns and RED FLAGS
- No personal ownership of GUT common stock (Dollar Range: None), signaling limited direct economic alignment with common shareholders.
- Multiple interlocks within the Gabelli/GAMCO complex (director/chair roles in affiliated funds and entities) may be perceived as potential conflicts or related‑party exposure despite independence designation.
- Trustees are not expected to attend Annual Meetings; none attended the May 22, 2023 meeting—this may be viewed as reduced direct shareholder engagement.
-
Compensation alignment
- Cash‑based fees tied to meeting participation (retainer plus per‑meeting fees); no equity or performance‑based components disclosed for Trustees, limiting pay‑for‑performance linkage but maintaining a straightforward, low‑risk compensation structure.
-
Overall implication
- Birch brings strong operational and risk credentials to Audit oversight, but absence of share ownership and extensive Fund Complex interlocks warrant monitoring for perceived conflicts and alignment with investor interests.