Donald Wilson

About Donald H. Wilson

Donald H. Wilson (born 1959) is the Independent Chair of the Invesco ETF Trusts (since 2012) and a long‑serving Independent Trustee (since 2006); he is a Trustee Nominee to the newly constituted QQQ board in connection with the Trust’s proposed conversion to an open‑end fund . He is designated an SEC “audit committee financial expert,” underpinned by decades of banking and finance leadership, including CEO roles at McHenry Bancorp/McHenry Savings Bank and senior finance roles at AMCORE Financial, Marshall & Ilsley, and early‑career Federal Reserve Bank of Chicago experience . He serves as Independent Chair of the ETF Board, facilitating agendas, leading meetings, and acting as liaison among independent trustees, the full board, the adviser, and service providers .

Past Roles

External Roles

Board Governance

• Independence and role: Wilson is an Independent Trustee Nominee for QQQ and serves as Independent Chair of the Invesco ETF Board; except for one Interested Trustee nominee, all nominees (including Wilson) are independent under the Investment Company Act definition .
• Committee assignments: Member, Audit Committee (Chair: Marc Kole); Member, Nominating & Governance Committee; both committees are entirely independent trustees .
• Attendance and cadence: In the most recent fiscal years across the Invesco ETF Trusts, each Trustee Nominee attended at least 75% of board and committee meetings; boards typically met five to six times annually with active committee schedules (see table) .

• Board leadership: As Independent Chair, Wilson sets agendas, chairs meetings, and serves as liaison among trustees and adviser/service providers; the Vice Chair is the Nominating & Governance Committee Chair (Ronn Bagge) .

Fixed Compensation

• Structure: Independent Trustees are paid on a complex‑wide basis set by the ETF Board; fees are allocated 50% pro rata across funds and 50% by fund average net assets; no pension or retirement benefits accrue as trust expenses . For QQQ (while a UIT), no trustee compensation was paid; if shareholders approve conversion and board elections, Invesco will pay allocable trustee fees out of its unitary advisory fee to QQQ .

Aggregate compensation for Donald H. Wilson by trust and total (most recent fiscal years):

Deferred compensation elections (Independent Trustees):

• Wilson deferred $130,664 (FYs ended Aug 31, 2024), $163,330 (FYs ended Oct 31, 2024), and $200,000 (FY ended Apr 30, 2025) of his compensation .

Performance Compensation

• No performance‑based compensation (no options/RSUs/PSUs or performance metrics) is disclosed for Independent Trustees; the proxy states no pension or retirement benefits are accrued as fund expenses .
• QQQ did not pay trustee compensation while a UIT; post‑conversion, trustee fees would be paid by Invesco from its unitary advisory fee, not tied to QQQ performance metrics .

Other Directorships & Interlocks

• Number of portfolios overseen: 218 portfolios across the Invesco Fund Complex as shown for Wilson in the trustee nominee table .
• No current public company directorships are disclosed; listed external roles are primarily non‑profit boards (see External Roles) .

Expertise & Qualifications

• SEC “audit committee financial expert” designation; extensive executive, financial, and operations experience in banking and asset management; background includes COO/CFO roles and Federal Reserve regulatory experience .
• Independent Chair responsibilities emphasize agenda setting, governance liaison, and independent oversight, aligning with ETF Board’s governance model .

Equity Ownership

• Ownership concentration: As of June 30, 2025, each Trustee Nominee and proposed executive officer, individually, and all as a group, owned less than 1% of QQQ outstanding shares .
• Large “street‑name” holders: Charles Schwab (23.56%), National Financial Services (17.92%), Morgan Stanley & Co. (7.67%) as of Aug 8, 2025 (illustrates institutional custody concentration rather than director holdings) .

Related‑Party Exposure and Potential Conflicts

• Affiliated brokerage: Post‑conversion, Invesco may direct trades to its affiliates (currently prohibited under the UIT), generating brokerage commissions; board oversight (including the Audit Committee) is expected to ensure best execution and compliance with Section 17(e)/Rule 17e‑1; a commission schedule under ETF Board oversight seeks to mitigate conflicts .
• Securities lending: Open‑end structure would permit securities lending; both Invesco and BNY could receive fees (revenue split) in programs used by other Invesco ETFs; the proxy discloses risks and potential benefits as well as conflicts given adviser and custodian compensation .
• Fee structure shift: Invesco would earn a 0.18% unitary management fee and bear most fund expenses; while lowering QQQ’s expense ratio, this introduces adviser revenue/profit incentives subject to annual Section 15(c) board review and oversight .
• Legal proceedings: No material pending legal proceedings involving any Trustee Nominee within the past 10 years that are material to ability or integrity .

Governance Assessment

• Positives:

  • Long tenure and continuity: Independent Trustee since 2006 and Independent Chair since 2012 supports institutional knowledge and independent oversight .
  • Financial expertise: SEC‑designated audit committee financial expert; deep banking/treasury/COO/CFO background is well‑matched to Audit Committee responsibilities .
  • Active governance cadence and attendance: Robust meeting schedules and at least 75% attendance threshold achieved by nominees in the latest fiscal year .
  • Alignment signals: Significant complex‑wide share ownership (aggregate “Over $100,000”) and use of deferred compensation elections indicate some long‑term alignment, albeit not specific to QQQ shares .

• Watch items / potential red flags:

  • No QQQ share ownership disclosure for Wilson (range “None”), which may be neutral in an index ETF context but provides limited fund‑specific “skin in the game” .
  • Structural conflicts to monitor post‑conversion: use of affiliated brokers, securities lending revenue shares to adviser/custodian, and adviser unitary fee incentives—mitigated by board/committee oversight but warrant ongoing scrutiny by the Audit and Nominating & Governance Committees .
  • Concentrated “street‑name” holdings highlight custody concentration but not director influence; ensure board maintains robust shareholder engagement and oversight of service providers .