JoEllen Legg
About JoEllen L. Legg
Independent Trustee of Principal Real Estate Income Fund (PGZ); age 64 (born 1961); joined the Board in March 2024. She is nominated for Class III with a term expiring at the 2028 Annual Meeting and currently serves on the Audit Committee, the Qualified Legal Compliance Committee, and chairs the Nominating and Corporate Governance Committee. Background includes senior legal roles in investment management and telecom, with prior counsel positions at ALPS Fund Services/ALPS Distributors and Adelphia Communications, and associate roles at Fried Frank and Patton Boggs. Selected for the Board based on financial services and investment management experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Practus, LLP | Counsel | 2017–2019 | Legal advisory experience |
| ALPS Fund Services, Inc. | Vice President, Assistant General Counsel; prior Senior/Associate Counsel | 2007–2016 | Investment company administration and transfer agent legal leadership |
| ALPS Distributors, Inc. | Vice President | Not specified (concurrent with ALPS period) | Broker-dealer legal/compliance exposure |
| Adelphia Communications Corporation | Senior Counsel (Corporate & Securities) | Not specified | Public company corporate/securities work |
| Fried, Frank, Harris, Shriver & Jacobson LLP | Associate | Not specified | Corporate/securities legal training |
| Patton Boggs LLP | Associate | Not specified | Corporate/securities legal training |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reaves Utility Income Fund | Trustee | Since 2022 | Audit Committee member; Chair of Nominating & Corporate Governance Committee |
| PGZ (Fund Complex table) | Other directorships | Reaves Utility Income Fund (1 fund) | Confirmed in trustee disclosure |
Board Governance
- Committees: Audit Committee member (members: Held—financial expert & Chair; Pederson; Legg) .
- Committees: Nominating & Corporate Governance Committee Chair (members: Held; Pederson; Legg) .
- Committees: Qualified Legal Compliance Committee member (members: Pederson—Chair; Held; Legg) .
- Independence: All standing committees are chaired by and composed of Independent Trustees; Audit Committee comprises Independent Trustees only .
- Attendance: Board met six times in FY ended Oct 31, 2024; each Trustee then serving attended at least 75% of Board and applicable committee meetings .
- Committee activity: Audit Committee met three times in FY 2024 ; Nominating & Corporate Governance met four times ; QLCC met once .
- Chair/leadership: Board Chair is Independent Trustee Jeremy Held (Chair since Jan 2025) .
- Shareholder meeting engagement: Fund does not require Trustee attendance; no Trustees attended the 2024 Annual Meeting of Shareholders .
- Executive sessions: Independent Trustees meet quarterly in executive session without management/adviser/sub-adviser present .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Non-Interested Trustee) | $24,000 | Standard retainer |
| Board meeting fee | $5,000 per meeting | Paid to each Trustee per Board meeting |
| Chair of Board additional fee | $1,500 per Board meeting | Only for Board Chair (not applicable to Legg) |
| Audit Committee Chair fee | $1,250 per Audit Committee meeting | Only for Audit Chair (not applicable to Legg) |
| Aggregate compensation from Fund to Legg (FY ended Oct 31, 2024) | $34,500 | No pension/retirement benefits accrued |
| Total compensation from Fund Complex to Legg (FY ended Oct 31, 2024) | $34,500 | Fund Complex for Legg consists of PGZ |
Performance Compensation
| Metric/Instrument | Structure | Targets | Vesting/Terms | Notes |
|---|---|---|---|---|
| Bonus, RSUs/PSUs, Options | Not disclosed / none indicated | Not disclosed | Not disclosed | Proxy describes cash retainers/meeting fees only; no equity or performance-based director pay disclosed |
Other Directorships & Interlocks
| Company/Entity | Role | Committees | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Reaves Utility Income Fund | Trustee | Audit Committee member; Nominating & Corporate Governance Chair | Another public fund board; no disclosed related-party transactions with PGZ advisers |
Expertise & Qualifications
- Financial services and investment management experience cited as selection basis .
- Legal/compliance expertise across fund administration, distribution, and public company securities law .
- Active governance responsibilities: chairs PGZ Nominating & Corporate Governance; participates in Audit and QLCC oversight .
Equity Ownership
| Holder | Shares Owned | Dollar Range in PGZ | Aggregate Dollar Range in Fund Family | Notes |
|---|---|---|---|---|
| JoEllen L. Legg | None | None | None | Ownership amounts constitute less than 1% of outstanding for each Trustee; totals as of Dec 31, 2024 |
Section 16(a) compliance: Fund reports full compliance with beneficial ownership reporting requirements in FY ended Oct 31, 2024 .
Governance Assessment
-
Positives:
- Independent status with multi-committee engagement (Audit, QLCC) and chairing Nominating & Corporate Governance enhances board effectiveness and oversight .
- No related-party transactions or ownership interests for Independent Trustees or immediate families in ALPS Advisors (Adviser/Administrator) or Sub-Adviser; no transactions >$120,000 in past five years—reduces conflict risk .
- Committee activity and executive sessions indicate ongoing compliance and risk oversight cadence (Audit 3x; Nom/Gov 4x; QLCC 1x; quarterly independent executive sessions) .
-
Watch items / potential RED FLAGS:
- Zero share ownership in PGZ by Legg as of Dec 31, 2024 may signal limited direct economic alignment; fund does not disclose director equity ownership guidelines .
- No attendance by Trustees at the 2024 Annual Meeting (policy does not require attendance), which may be viewed as lower direct shareholder engagement .
- Prior employment at ALPS Fund Services/ALPS Distributors (the Fund’s current administrator/adviser affiliates) warrants ongoing independence monitoring; proxy affirms independence with no affiliate ownership/interests >$120k .
-
Environment considerations:
- Activist shareholders with >5% positions (e.g., Saba Capital; Bulldog Investors/Goldstein & Dakos) could increase governance scrutiny of board actions and director alignment, though not specific to Legg .
Notes and References
- Fund: Principal Real Estate Income Fund (PGZ) .
- Nomination and term details for Legg; committee assignments and external roles .
- Committee composition and activity; independence and executive sessions .
- Compensation structure and aggregate amounts; attendance thresholds .
- Ownership and Section 16 compliance disclosures .
- Adviser/administrator and sub-adviser relationships; independence confirmations .