Richard J. Walz

About Richard J. Walz

Richard J. Walz serves as Chief Compliance Officer (CCO) of The Gabelli Utility Trust (GUT) and other registered investment companies within the Gabelli Fund Complex, a role he has held since 2013; his year of birth is 1959 and the Fund lists his business address as One Corporate Center, Rye, NY 10580-1422 . As CCO, he provides periodic compliance reports to the Board, which uses executive sessions and committees to oversee Fund risks, including compliance (the Board references a multi-fund ad hoc Compensation Committee specifically relating to CCO compensation across the Fund Complex) . The 2025 proxy indicates Walz held no GUT shares as of December 31, 2024, underscoring a limited direct equity alignment; the proxy provides no performance-linked metrics (TSR, revenue/EBITDA growth) tied to his pay at the Fund level, as officers (other than certain exceptions) are compensated by the Adviser rather than the Fund .

Past Roles

External Roles

Fixed Compensation

• Officers are generally compensated by the Adviser (Gabelli Funds, LLC), not the Fund; the proxy presents compensation only for Trustees and for officers, if any, who were compensated by the Fund rather than the Adviser. In 2024, the only officer compensated by the Fund was Vice President/Ombudsman David I. Schachter ($106,884); Walz is not listed in that officer compensation table, indicating his compensation is determined outside the Fund proxy disclosures via the Adviser and multi-fund processes .

Performance Compensation

• The Fund’s proxy does not disclose RSUs/PSUs, options, or performance metric weighting/targets/payouts for Walz; compensation framework references a multi-fund ad hoc Compensation Committee for CCO pay across fund complexes, but no Fund-level pay-for-performance details are provided for Walz .
• As a result, specific incentive metrics (e.g., revenue growth, EBITDA, TSR percentile) and vesting schedules tied to Walz’s compensation are not reported in GUT’s proxy filings .

Equity Ownership & Alignment

• Section 16(a)/30(h) ownership reports: Based solely on the Fund’s review of electronic Forms 3/4 during 2024, the Fund believes required filers complied with filing requirements; no Walz transactions are detailed in the proxy .
• Stock ownership guidelines and pledging policies for officers are not discussed in the proxy; no pledging by Walz is disclosed .

Employment Terms

Board Governance

• The Board established Nominating and Audit Committees and uses ad hoc committees (including multi-fund ad hoc Compensation Committees for the CCO and certain other closed‑end fund officers). Independent Trustees meet in executive sessions and chair all committees; a Lead Independent Trustee presides over executive sessions and liaises between meetings on agenda and oversight matters. The Board receives periodic CCO reports on compliance program implementation/testing for the Fund and major service providers .

Compensation Structure Analysis

• Adviser-paid structure: Because officers are compensated by the Adviser, with a multi-fund ad hoc Compensation Committee overseeing CCO pay across funds, the proxy lacks detail on Walz’s cash/equity mix, performance metrics, or vesting, limiting pay-for-performance analysis at the Fund level .
• Fund-paid officers: The 2024 compensation table lists only one Fund-paid officer (Schachter) and does not include Walz, corroborating that Walz’s compensation terms are outside GUT’s proxy .

Risk Indicators & Red Flags

• Delinquent filings: The Fund believes covered insiders complied with Section 16(a) filing requirements in 2024, reducing immediate regulatory red flag signals in ownership reporting .
• Pledging/hedging: No pledging or hedging disclosures for Walz appear in the proxy; Walz held zero shares as of Dec 31, 2024 .
• Compensation modifications/repricing: No option repricing or award modifications for officers are disclosed in the Fund proxy .

Say‑on‑Pay & Shareholder Feedback

• Not applicable/disclosed: The proxy focuses on Trustee elections and does not present executive say‑on‑pay votes or shareholder feedback on officer compensation for GUT .

Expertise & Qualifications

• Role-based expertise: Walz’s listing reflects a multi-year tenure as CCO responsible for compliance across registered investment companies in the Gabelli Fund Complex, indicating deep compliance program oversight experience; education credentials are not provided in the proxy .

Work History & Career Trajectory

• Summary: Principal occupation during the past five years is CCO across the Fund Complex (since 2013); prior roles or employers beyond this are not disclosed in the proxy .

Compensation Committee Analysis

• Governance approach: Compensation of the CCO is overseen by a multi‑fund ad hoc Compensation Committee; the Fund’s Independent Trustees chair all committees and meet in executive session, indicating structural independence in oversight of officer compensation frameworks across the Fund Complex .

Investment Implications

• Alignment: Walz’s zero direct share ownership at GUT implies minimal direct equity alignment; absence of disclosed stock awards/vesting schedules further limits visibility into performance-linked incentives at the Fund level .
• Retention/continuity: A 12-year tenure as CCO supports operational continuity in compliance oversight; compensation is governed via multi‑fund processes, potentially moderating idiosyncratic retention risk at the Fund level .
• Trading signals: No insider holdings or transactions for Walz reduce insider selling pressure as a near-term signal; Section 16(a) compliance suggests orderly reporting among covered insiders .
• Analytical gap: With Adviser-paid compensation outside Fund proxy disclosure, investors should seek Adviser or complex-level disclosures to assess pay-for-performance alignment and retention economics for the CCO role .