Gregory G. Dingens
About Gregory G. Dingens
Gregory G. Dingens (Year of Birth: 1964) is an Independent Trustee of XAI Madison Equity Premium Income Fund (MCN) and has served on the Board since 2024 . He currently serves as the independent chairperson of the Board, presiding at Board meetings and encouraging open dialogue among Trustees and management . His background spans over 25 years in investment management and investment banking, including leadership roles at Monroe Financial Partners, Siena Capital Partners, Lehman Brothers, and Merrill Lynch, which the Board cites as evidence of his financial, regulatory, and investment expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monroe Financial Partners, Inc. | Executive Vice President | 2006–2024 | Senior leadership at investment banking/trading firm; financial and regulatory experience |
| Lehman Brothers | Managing Director | 2004–2006 | Investment banking leadership; capital markets experience |
| Merrill Lynch | Managing Director | 1993–2003 | Investment banking leadership; corporate finance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Siena Capital Partners GP LLC | Member | 2006–present | Private investment fund; ongoing role |
| Infusion Marketing Group, LLC | Director | 2024–present | Provider of marketing/regulatory/analytical/funding services to financial services companies |
Board Governance
- Independence and leadership: Dingens is an Independent Trustee and the Board’s independent chairperson; the Board comprises a supermajority of Independent Trustees (4 of 5) and uses independent counsel for Independent Trustees .
- Committee assignments: Serves on the Audit Committee and the Governance Committee; both committees are comprised solely of Independent Trustees .
- Committee chairs and financial expert: Audit Committee is chaired by Scott Craven Jones, who is the Audit Committee Financial Expert; Governance Committee is chaired by Philip G. Franklin .
- Meeting cadence and structure: The Board meets regularly four times per year and may hold special meetings; Independent Trustees regularly meet outside the presence of management . In FY 2024, the Board held six meetings; the Audit Committee held five; the Governance Committee held six .
2024 Meeting Activity
| Body | Meetings Held |
|---|---|
| Board of Trustees | 6 |
| Audit Committee | 5 |
| Governance Committee | 6 |
Fixed Compensation
- FY 2024 compensation (Fund Complex): Total compensation paid to Dingens across the fund complex was $70,000; the Fund does not accrue or pay retirement or pension benefits to Trustees .
- Effective Jan 1, 2025 compensation structure (Fund Complex): Annual retainer $66,000; Board Chair additional $10,000; Audit Committee Chair additional $17,500; Governance Committee Chair additional $5,000; amounts are allocated among funds based on managed assets .
| Component | Amount | Period/Notes |
|---|---|---|
| Total Compensation (Fund Complex) | $70,000 | FY ended Dec 31, 2024 |
| Annual Retainer (Fund Complex) | $66,000 | Effective Jan 1, 2025 |
| Board Chair Fee (Fund Complex) | $10,000 | Effective Jan 1, 2025; Dingens is Board Chair |
| Audit Committee Chair Fee (Fund Complex) | $17,500 | Effective Jan 1, 2025; not applicable to Dingens |
| Governance Committee Chair Fee (Fund Complex) | $5,000 | Effective Jan 1, 2025; not applicable to Dingens |
| Pension/Retirement Benefits | None | Fund does not accrue/pay such benefits |
Performance Compensation
- No equity compensation, option awards, or performance-based incentives for Trustees are disclosed in the proxy; Trustee compensation is structured as cash retainers and committee/chair fees allocated across the fund complex .
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure | Notes |
|---|---|---|---|---|
| Infusion Marketing Group, LLC | Private | Director | 2024–present | Marketing/regulatory/analytical/funding services for financial services firms |
| Siena Capital Partners GP LLC | Private | Member | 2006–present | Private investment fund |
No other public company directorships for Dingens were disclosed in the past five years in the Fund’s proxy .
Expertise & Qualifications
- The Board cites Dingens’s 25+ years of investment management and investment banking experience (Monroe Financial Partners; Siena Capital Partners; Lehman Brothers; Merrill Lynch) and concludes he is experienced in financial, regulatory, and investment matters .
- As independent Board chair, Dingens is responsible for setting the tone of Board meetings and fostering independent inquiry .
Equity Ownership
As of December 31, 2024:
| Metric | Value |
|---|---|
| Common Shares of MCN Owned | 0 |
| Dollar Range in MCN | $0 |
| Aggregate Dollar Range in All Registered Investment Companies Overseen | Over $100,000 |
| Shares Outstanding (for context; as of Jun 20, 2025) | 21,116,722 |
| Ownership of MCN as % of Shares Outstanding | 0.00% (0 / 21,116,722) |
- Section 16(a) compliance: For FY 2024, the Fund reports all required Section 16 filings by officers and Trustees were completed and filed on time .
Governance Assessment
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Strengths:
- Independent Board chair and supermajority-independent Board; committees limited to Independent Trustees; Independent Trustees use independent legal counsel—supports robust oversight .
- Active committees with clear charters (Audit and Governance) and identified Audit Committee Financial Expert—supports financial reporting quality .
- Clear, cash-based compensation with role-differentiated fees; no pensions or deferred retirement benefits—limits entrenchment risk .
- Section 16 compliance reported as timely—supports governance hygiene .
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Watchpoints / potential red flags:
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“Dingens held 0 MCN shares as of Dec 31, 2024, despite ‘Over $100,000’ aggregate holdings across the family of investment companies; lack of direct MCN ownership may signal weaker fund-level alignment.”
- Change of independent auditor in December 2024 (from Deloitte to Cohen & Company) was disclosed as free of disagreements/reportable events; continue monitoring auditor tenure and fees for consistency and independence .
- Outside affiliations (Siena Capital Partners GP LLC; Monroe Financial Partners through 2024) present theoretical related-party exposure; no such transactions are disclosed in the proxy—maintain surveillance in future filings .
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Attendance: The Fund discloses the number of Board and committee meetings but does not disclose individual attendance rates; the Board meets regularly four times per year with additional special meetings, and Independent Trustees regularly meet without management .
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Committee engagement: Dingens serves on both Audit and Governance committees while chairing the full Board—indicative of high engagement and influence over agenda-setting and oversight .
RED FLAG: Zero direct ownership of MCN while serving as independent chair may be scrutinized by investors focused on skin-in-the-game alignment .
RED FLAG (monitor): Auditor change in Dec 2024—no disagreements reported, but audit firm transitions merit ongoing monitoring for stability and independence .