Dorri McWhorter
About Dorri McWhorter
Dorri McWhorter (born 6/30/1973) is an Independent Trustee of HFRO, serving since May 2022; she is a Class II Trustee with a three-year term currently expiring at the 2026 annual meeting. Her background includes President & CEO of the YMCA of Metropolitan Chicago (2021–2025) and CEO of YWCA Metropolitan Chicago (2013–2021); she brings significant managerial experience, financial accounting expertise, and service on multiple boards, including registered investment companies . She is independent for purposes of the 1940 Act and Rule 10A-3, and serves on key Board committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YWCA Metropolitan Chicago | Chief Executive Officer | 2013–2021 | Led turnaround/operations; finance/accounting background emphasized |
| Green Thumb Industries, Inc. | Board Director | Feb 2022–Oct 2022 | Board experience; no HFRO-related transactions disclosed |
| Illinois CPA Society | Board Director | 2017–2022 | Accounting expertise; profession governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YMCA of Metropolitan Chicago | President & CEO | 2021–2025 | Executive leadership; operations oversight |
| William Blair Funds | Board Director | Since 2019 | Registered investment company governance |
| Skyway Concession Company, LLC | Board Director | Since 2018 | Infrastructure concession oversight |
| Lifeway Foods, Inc. | Board Director | Since 2020 | Public company governance |
| Financial Accounting Standards Advisory Council (FASAC) | Member | Since 2021 | Financial reporting standard-setting advisory |
| LanzaTech Global, Inc. | Board Director | Since 2023 | Public company governance; sustainability sector |
Board Governance
- Committee assignments: Audit and Qualified Legal Compliance Committee (member; meets Rule 10A-3 independence/experience); Governance and Compliance Committee (member); Administration and Operations Committee (member). Chairs: Audit—Bryan A. Ward; Governance—Dr. Bob Froehlich; Administration & Operations—John Honis .
- Independence: Independent Trustee under the 1940 Act; Audit Committee independence and experience requirements satisfied .
- Tenure/class: Class II Trustee; last elected to serve until 2026 annual meeting; Trustee since May 2022 .
- Attendance: Board convened eight times in FY 2024; each Trustee attended at least 75% of Board and committee meetings; nine meetings in FY 2023; 26 in FY 2021 with ≥75% attendance .
- Executive sessions and governance: Independent Trustees chair the Audit and Governance committees; annual self-assessment of board leadership and committee structure .
| Committee | FY 2023 Meetings | FY 2024 Meetings |
|---|---|---|
| Audit and Qualified Legal Compliance | 4 | 5 |
| Governance and Compliance | 6 | 5 |
| Administration & Operations | 5 | 5 |
| Board Meetings | FY 2021 | FY 2023 | FY 2024 |
|---|---|---|---|
| Number convened | 26 | 9 | 8 |
| Attendance disclosure | ≥75% each trustee | ≥75% each trustee | ≥75% each trustee |
Fixed Compensation
- Policy: Annual Trustee retainer $150,000, payable quarterly across fund complex; reimbursement of meeting expenses; no meeting fees; no pension/retirement plan. In 2023: Board Chair and Audit Chair received an additional $10,000 each; in 2024: Board Chair increased to $20,000; Committee Chairs receive $10,000 each; no separate compensation for committee service beyond chair stipends .
| Year | Aggregate Compensation From HFRO Fund | Aggregate Compensation From Fund Complex |
|---|---|---|
| 2022 | $25,751 | $100,274 |
| 2023 | $52,269 | $150,000 |
| 2024 | $64,021 | $150,000 |
Note: Dorri McWhorter is not disclosed as a committee chair; thus chair stipends appear in aggregate figures only where applicable to chairs, not to her .
Performance Compensation
- No performance-based pay or equity grants disclosed for Trustees; compensation is cash retainer plus chair stipends; no pension/retirement plan; no meeting fees .
| Performance Element | Structure | Metrics |
|---|---|---|
| RSUs/PSUs | None disclosed | N/A |
| Options | None disclosed | N/A |
| Bonus/variable pay | None disclosed for Trustees | N/A |
| Performance metrics (TSR, EBITDA, ESG) | Not applicable to Trustee compensation | N/A |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Note |
|---|---|---|---|
| William Blair Funds | Registered investment company | Director | Industry interlock (fund boards); no HFRO-related transactions disclosed |
| LanzaTech Global, Inc. | Public company | Director | Sustainability/industrial biotech; separate issuer governance |
| Lifeway Foods, Inc. | Public company | Director | Consumer staples; separate issuer governance |
| Skyway Concession Company, LLC | Private infrastructure | Director | Concession infrastructure; no HFRO-related transactions disclosed |
| FASAC | Standards advisory | Member | Financial reporting advisory expertise |
Expertise & Qualifications
- Significant managerial and executive experience as president/CEO; financial accounting background; extensive board experience including other registered investment companies .
- Meets Audit Committee independence and experience requirements under Rule 10A-3; Audit oversight includes valuation under Rule 2a-5 .
Equity Ownership
| As-of Date | Dollar Range of HFRO Shares Owned | Aggregate Dollar Range in Fund Complex |
|---|---|---|
| Feb 28, 2023 | None | None |
| Feb 28, 2024 | None | None |
| Feb 28, 2025 | None | None |
- As of Feb 28, 2025 and Feb 28, 2024, the Trustees and officers as a group owned less than 0.01% of outstanding shares; none of the Independent Trustees or their immediate family members owned securities issued by the Adviser, principal underwriter, or affiliates .
- No stock ownership guidelines or pledging/hedging disclosures are noted for Trustees in the proxy .
Governance Assessment
- Strengths: Independent Trustee with accounting and executive credentials; active on Audit and Governance committees that oversee financial reporting, valuation (Rule 2a-5), and conflicts; committee meeting cadence suggests engaged oversight; attendance met ≥75% threshold .
- Alignment risk: No HFRO share ownership disclosed for 2023–2025; cash-only pay with no equity may limit economic alignment with shareholders, common in fund complex boards but noteworthy for alignment analysis .
- Conflicts: No related-party transactions disclosed for McWhorter; independent trustees and families held no securities of Adviser or affiliates; Board explicitly tasks Governance & Compliance Committee with addressing potential conflicts with NexPoint in litigation contexts . Presence of one Interested Trustee (Honis) due to HCMLP relationships is a board-level consideration, though not specific to McWhorter .
- Compensation governance: Policy transparency on retainers and chair stipends; no performance-linked metrics or equity grants for Trustees; no meeting fees; no pension/retirement plan—reduces complexity but may limit pay-for-performance signals .
- Signals to investors: Her audit and governance participation and financial expertise support board effectiveness; lack of personal share ownership is a soft alignment flag; committee coverage of valuations and conflicts is a positive governance control .