Ronn Bagge
About Ronn R. Bagge
Ronn R. Bagge (year of birth: 1958) is an Independent Trustee nominee for the newly constituted QQQ board, where he is slated to serve as Vice Chair of the Board and Chair of the Nominating & Governance Committee. He has served on Invesco ETF Trust boards since 2003 and as Vice Chair since 2018; professionally, he is Founder and Principal of YQA Capital Management (since 1998) and previously owned/led Electronic Dynamic Balancing Co. (1988–2001), having begun his career as a securities analyst at CT&T Asset Management and J.C. Bradford & Co. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YQA Capital Management LLC | Founder and Principal | 1998–Present | Investment/operations leadership (principal) . |
| Electronic Dynamic Balancing Co., Inc. | Owner/CEO | 1988–2001 | Led high-speed rotating equipment services business . |
| CT&T Asset Management; J.C. Bradford & Co. | Securities Analyst | — | Institutional research experience; early career foundation . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mission Aviation Fellowship (MAF) and MAF Foundation | Chair, Joint Investment Committee (since 2021); Member, Joint Investment Committee (since 2017) | 2017–Present | Oversees investment policy and portfolio oversight for joint endowments/funds . |
| Mission Aviation Fellowship | Trustee | 2017–Present | Board governance and fiduciary oversight . |
Board Governance
- Independence and tenure: Bagge is one of eight Independent Trustee nominees; he has been an Independent Trustee across Invesco ETF Trusts since 2003 and Vice Chair since 2018. For QQQ’s conversion, he is expected to serve as Vice Chair and Chair of Nominating & Governance, consistent with current ETF Board roles .
- Leadership structure: Donald H. Wilson will serve as Independent Chair; Bagge serves as Vice Chair (acting as Chair in the Chair’s absence). Committees are entirely independent: Audit (Kole—Chair; Pace, Wicker, Wilson), Investment Oversight (Lim—Chair; Bagge, Barre, Herget), and Nominating & Governance (Bagge—Chair; all Independent Trustees) .
- Meeting cadence and attendance: The ETF Board generally meets five times per year; in the most recent fiscal year for each ETF Trust, each Trustee Nominee attended at least 75% of Board and applicable committee meetings—indicating baseline engagement .
- Risk oversight: Committees oversee financial reporting/internal controls (Audit), performance/tracking error, fair valuation and trading (Investment Oversight), and board composition and governance practices (Nominating & Governance), with routine reporting from management, CCO, auditors, and counsel .
Fixed Compensation
| Component | Disclosure and Structure |
|---|---|
| Trustee compensation structure | Independent Trustees are paid a complex-wide amount set by the board and allocated across funds (half pro rata per fund, half by average net assets). Under the anticipated unitary advisory fee for QQQ, Invesco will pay trustee fees out of its management fee allocation to the fund, mirroring other Invesco ETF Trusts . |
| QQQ-specific estimates | The Statement of Additional Information (post-conversion) provides an estimated compensation table for Trustees for the fiscal year ending Sept 30, 2026, but placeholder amounts were not finalized at filing time . |
| Pensions/retirement | “Pension or Retirement Benefits accrued as part of Fund Expenses” are shown as N/A in the QQQ trustee compensation table . |
| Deferred compensation | Trustees may defer fees under a DC Plan; the SAI notes sample deferrals for certain trustees during FY2025, though values were placeholders in that draft . |
Performance Compensation
- No performance-based compensation elements (e.g., PSUs/options/TSR targets) are disclosed for Independent Trustees; compensation consists of retainers/fees for service and committee roles paid via the complex-wide allocation and, post-conversion, funded out of the adviser’s unitary fee .
Other Directorships & Interlocks
| Affiliation | Type | Role/Years | Notes |
|---|---|---|---|
| Mission Aviation Fellowship; MAF Foundation | Non-profit | Joint Investment Committee Chair (since 2021), member (since 2017); Trustee of MAF (since 2017) | Governance and investment oversight roles; no public company directorships disclosed for Bagge in past five years . |
Expertise & Qualifications
- Governance and leadership: Chair of Nominating & Governance; Vice Chair of Board—deep involvement in board composition, evaluation, and governance framework .
- Investment/operations: Principal at YQA Capital since 1998; prior operating CEO experience and early career securities analysis for institutional investors, providing financial, operational, and investment acumen valued by the Board .
Equity Ownership
| Item | Disclosure |
|---|---|
| Beneficial ownership of QQQ | As of June 30, 2025, each Trustee Nominee and proposed executive officer, individually, and all as a group, owned less than 1% of QQQ shares outstanding . |
| Dollar ranges | Appendix D contains dollar-range holdings by nominee (not reproduced in the core proxy text) . |
| 5% holders | As of Aug 8, 2025, no person owned more than 5% of QQQ outstanding shares, except as set out in Appendix E (not reproduced here) . |
Governance Assessment
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Positives/signals of effectiveness
- Fully independent committee structure with Bagge chairing Nominating & Governance and serving on Investment Oversight; Independent Chair plus Vice Chair model supports independence and continuity .
- Attendance thresholds met (≥75% for all nominees), and a defined meeting cadence (five per year) signal baseline engagement .
- Post-conversion board oversight will encompass annual advisory contract reviews (Section 15(c)), valuation, tracking error, and compliance—enhancing accountability compared to the UIT structure .
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Potential conflicts and risk indicators to monitor
- Securities lending: If implemented, Invesco and BNY may receive agent fees/revenue shares, creating economic interests alongside QQQ; board oversight of lending terms and revenue splits will be critical .
- Affiliated brokerage: As an open-end ETF, QQQ may route trades to Invesco affiliates subject to “best execution” and Rule 17e‑1 safeguards—an area for continuous audit/monitoring by the Audit and Investment Oversight Committees .
- Shareholder rights shift: Post-conversion, most future governing document changes will not require shareholder votes (except specified provisions); while lowering costs, this reduces direct shareholder approval rights—placing greater emphasis on board independence and process rigor, including N&G leadership under Bagge .
- Legal/integrity screen: No material legal proceedings for any Trustee Nominee within the past ten years disclosed—no integrity red flag identified from filings .
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Compensation alignment
- Independent Trustee pay is cash-based/fee-based and funded by the adviser’s unitary fee post-conversion, which minimizes pay-for-performance distortions but warrants transparency on fee setting and deferral plan use; no equity or option awards are disclosed for Independent Trustees .
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Independence status
- Bagge is not an “interested person” under the 1940 Act; only Invesco CEO Brian Hartigan is an Interested Trustee nominee, helping preserve board independence .
Overall, Bagge’s long-standing governance leadership (Vice Chair, N&G Chair), investment background, and sustained independent board service are positives for board effectiveness. Key oversight priorities will be managing conflicts arising from securities lending and affiliated brokerage, and maintaining robust shareholder-aligned governance in light of reduced post-conversion shareholder voting on governing documents .