Michael J. Melarkey
About Michael J. Melarkey
Independent Trustee of The Gabelli Utility Trust (GUT) since August 16, 2016; year of birth 1949. Over 40 years as an attorney focused on business, estate planning, and gaming regulatory law; currently of counsel at McDonald Carano & Wilson (Reno, NV). Former Chairman of Southwest Gas Corporation (NYSE: SWX) and served on its Nominating, Corporate Governance, and Compensation Committees. Education: B.A. University of Nevada, Reno; J.D. University of San Francisco School of Law; LL.M. (Taxation) New York University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southwest Gas Corporation (NYSE: SWX) | Chairman of the Board | 2004–2022 | Served on Nominating, Corporate Governance, and Compensation Committees |
| Avansino, Melarkey, Knobel, Mulligan & McKenzie | Partner (law firm) | 1980–2015 | Business, estate planning, gaming regulatory practice |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| McDonald Carano & Wilson LLP (Reno, NV) | Of Counsel | Current | Business/estate/gaming regulatory focus |
| The Bretzlaff Foundation | Trustee | Current | Private charitable organization |
| Edwin L. Wiegand Trust | Trustee | Current | Private charitable organization |
| Private oil & gas company | Officer | Current | Title not disclosed |
| Gabelli Fund Complex | Independent Trustee across funds | Oversees 24 portfolios | Serves on comparable/other board committees at other funds in the complex |
Board Governance
- Independence: Member of the Fund’s Audit Committee as an Independent Trustee; the Audit Committee is composed solely of Independent Trustees .
- Committee assignments (GUT):
- Audit Committee, Member; the Committee met 2 times in fiscal 2024; Committee Chair is Vincent D. Enright; Enright designated audit committee financial expert (Melarkey not designated) .
- Multi-fund ad hoc Compensation Committees, Member .
- Board classification/term: Board divided into three classes; Melarkey is a Trustee serving until the 2027 Annual Meeting of Shareholders .
- Attendance/engagement: In 2024, the Board met 4 times; each Trustee then serving attended at least 75% of Board and applicable committee meetings . The Fund does not expect Trustees to attend the annual meeting; no Trustee or nominee attended the May 13, 2024 annual meeting .
Fixed Compensation
| Component | Amount/Mechanics | Source |
|---|---|---|
| Annual retainer (Independent Trustee) | $6,000 per year | |
| Board meeting fee | $1,500 per Board meeting attended | |
| Committee meeting fee | $1,000 per committee meeting attended | |
| Audit Committee Chair fee | Additional $3,000 annually (Chair only; Melarkey is not Chair) | |
| Nominating Committee Chair fee | Additional $2,000 annually (Chair only) | |
| Lead Independent Trustee fee | Additional $2,000 annually (if applicable) | |
| Notes on cross-fund meetings | A single meeting fee may be allocated among multiple funds for joint meetings |
| 2024 Trustee Compensation | GUT (Aggregate from the Fund) | Fund + Fund Complex Aggregate | Notes |
|---|---|---|---|
| Michael J. Melarkey | $14,000 | $189,000 | Number of investment companies/portfolios counted: 24 (parenthetical) |
Performance Compensation
- The proxy discloses cash retainers and per-meeting fees; no performance-based bonuses, stock awards, or option awards are reported for Trustees. No equity or performance metrics are disclosed for Trustee compensation .
Other Directorships & Interlocks
| Company/Entity | Role | Period | Interlock/Notes |
|---|---|---|---|
| Southwest Gas Corporation (NYSE: SWX) | Chairman; Director | 2004–2022 | Committees: Nominating, Corporate Governance, Compensation |
| Gabelli Fund Complex (multiple funds) | Independent Trustee | Ongoing; oversees 24 portfolios | Serves on comparable/other committees at other funds in the complex |
Expertise & Qualifications
- Legal and regulatory expertise with 40+ years in business, estate planning, and gaming regulatory law; currently of counsel (Reno, NV) .
- Financial literacy: Board determined each Audit Committee member (including Melarkey) is financially literate; Enright is the audit committee financial expert .
- Education: BA (University of Nevada, Reno); JD (University of San Francisco School of Law); LL.M. in Taxation (NYU School of Law) .
Equity Ownership
| Measure | Value | As of | Notes |
|---|---|---|---|
| Beneficial ownership (GUT Common Shares) | 0 shares | Dec 31, 2024 | Percent of shares outstanding: <1% (asterisked) |
| Dollar range in GUT (Fund) | A = None | Dec 31, 2024 | Dollar ranges key: A=None; E=Over $100,000 |
| Aggregate dollar range in Fund Complex | E = Over $100,000 | Dec 31, 2024 | Reflects holdings across the “Family of Investment Companies” |
| Pledged/hedged shares | Not disclosed | — | No pledging disclosures identified in proxy |
Related-Party Interests and Conflicts
- Interests in entities under common control with the Adviser: The proxy lists Independent Trustees’ interests in adviser/affiliate-controlled entities; for “Michael Melarkey,” PMV Consumer Acquisitions Corp. warrants valued at $3 (less than 1% of class) are reported as of Dec 31, 2024 .
- Cross-fund roles: Serves as a trustee for other funds in the Gabelli Fund Complex and on comparable committees, indicating multiple affiliations within the complex .
- Note: These disclosures are reported by the Fund to highlight potential relationships; values shown are as furnished and may be de minimis .
Governance Assessment
-
Strengths
- Independent Trustee; Audit Committee member; Board has determined Audit members are financially literate .
- Prior Chair experience at a regulated utility (SWX) with governance committee service, bringing boardroom oversight and compensation/nominating expertise .
- Attendance: Met the ≥75% attendance threshold for Board and committee meetings in 2024; Board held four regular meetings; Audit Committee met twice .
-
Potential Risk Indicators / Red Flags
- No GUT share ownership (Dollar Range “A: None”), which may weaken direct alignment at the fund level; however, aggregate ownership across the Fund Complex is “E: Over $100,000” .
- Complex-level compensation significantly exceeds single-fund compensation ($189,000 Fund+Complex vs $14,000 from GUT), which can create perceived dependence on the adviser/fund complex rather than any single fund’s shareholders .
- Adviser/affiliate-related interests: De minimis PMV Consumer Acquisitions Corp. warrant interest is disclosed under “under common control with the Adviser” relationships .
- Annual meeting attendance: The Fund does not expect Trustee attendance; none attended the May 13, 2024 meeting (may be viewed as limited direct shareholder engagement) .
-
Context on Fee Structure
- Compensation is cash-based via retainers and per-meeting fees; no performance-based pay or equity awards are disclosed for Trustees, aligning with common closed-end fund governance practices but offering limited pay-for-performance linkage .
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