JoEllen L. Legg
About JoEllen L. Legg
Independent Trustee (since 2022; year of birth 1961) with a corporate and securities law background. Former Counsel at Practus LLP (2017–2019), previously Vice President and Assistant General Counsel at ALPS Fund Services and ALPS Distributors, Senior Counsel (Corporate & Securities) at Adelphia Communications, and Associate at Fried, Frank, Harris, Shriver & Jacobson and Patton Boggs. Serves on the Audit Committee and the Nominating & Corporate Governance Committee; currently Chair of the Nominating & Corporate Governance Committee. Reported beneficial ownership at Dec 31, 2024 of 3,197 UTG shares and dollar-range category $100,001–$500,000; independence affirmed by NYSE American standards with no reportable related-party transactions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Practus LLP (law firm) | Counsel | 2017–2019 | Corporate/securities counsel experience supporting investment company legal operations |
| ALPS Fund Services, Inc.; ALPS Distributors, Inc. | Vice President & Assistant General Counsel | Not disclosed | Legal, administration, and transfer agent/broker-dealer oversight experience |
| Adelphia Communications Corporation | Senior Counsel (Corporate & Securities) | Not disclosed | Public company corporate/securities law experience |
| Fried, Frank, Harris, Shriver & Jacobson LLP | Associate | Not disclosed | Big law training; corporate/securities focus |
| Patton Boggs LLP | Associate | Not disclosed | Big law training; corporate/securities focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Principal Real Estate Income Fund | Trustee (1 fund) | Not disclosed | Listed under “Other Directorships”; single-fund oversight |
Board Governance
- Committee memberships: Audit Committee member; Nominating & Corporate Governance Committee member; elevated to Chair of Nominating & Corporate Governance Committee effective with 2025 fee schedule.
- Independence: Classified as Independent Trustee under NYSE American standards; no ownership or transactions >$120,000 with Adviser or affiliates in past five years; immediate families likewise.
- Attendance and engagement: FY2024 Board met five times; each Trustee attended at least 75% of Board/committee meetings (Audit Committee met 3x; Nominating & Corporate Governance Committee met 1x). Annual meeting attendance is not required; no Trustees attended the 2024 annual meeting.
- Board leadership and oversight: Board chaired by an Independent Trustee (Jeremy W. Deems); Independent Trustees meet quarterly in executive session; independent legal counsel and auditors engaged; risk oversight conducted via CCO reporting.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Compensation Paid from UTG | $82,000 | $103,750 |
Compensation structure:
- Effective Jan 1, 2024: Annual retainer $69,000; $9,500 per Board/committee meeting; Chairman of Board +$5,000/meeting; Audit Chair +$4,000/meeting; Nominating Chair +$2,500/meeting (Anstine as Chair in 2024); $2,500 per special meeting; no pension/retirement plan.
- Effective Jan 1, 2025: Annual retainer $74,000; $9,500 per meeting; Chairman of Board +$5,000/meeting; Audit Chair +$4,000/meeting; Nominating Chair +$2,500/meeting (Legg as Chair in 2025); $2,500 per special meeting; no pension/retirement plan.
Performance Compensation
| Component | Status |
|---|---|
| Performance-based bonus | Not disclosed in proxy (only cash retainers/fees enumerated) |
| Stock/Option awards (RSUs/PSUs/options) | Not disclosed in proxy (no equity award details provided) |
| Clawbacks/COC/change-in-control terms | Not disclosed in proxy |
Other Directorships & Interlocks
| Company/Trust | Role | Interlock/Notes |
|---|---|---|
| Principal Real Estate Income Fund | Trustee | Adds cross-fund governance exposure; not an Adviser affiliate per independence disclosures. |
| UTG board ecosystem | Multiple trustees serve as trustees across ALPS-sponsored trusts (e.g., ALPS ETF Trust, Financial Investors Trust, ALPS Variable Investment Trust), indicating broad investment company governance experience on the board. |
Expertise & Qualifications
- Corporate/securities law expertise spanning public company and investment company operations; investment company legal operations cited by the Board as a core qualification.
- Governance experience across compliance, financial statements, service provider oversight; enhanced via Board’s oversight across portfolio, legal/regulatory, and provider management.
- Committee service on Audit and Nominating & Corporate Governance; Chair role signals trust in governance leadership.
Equity Ownership
| Item | Value | As-of | Source |
|---|---|---|---|
| Shares owned | 3,197 | Dec 31, 2024 | Beneficial ownership table |
| Shares outstanding | 88,022,858 | Jan 30, 2025 (Record Date) | Proxy record date |
| Ownership % of outstanding | ~0.0036% (3,197 / 88,022,858) | ||
| Dollar range category | $100,001–$500,000 | Dec 31, 2024 | Trustee-furnished dollar-range data |
| “Less than 1%” note | Ownership <1% | FY2024 | Proxy note |
Calculation note: Ownership percentage is derived from disclosed share count and shares outstanding; proxy also states ownership constitutes less than 1%.
Governance Assessment
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Positive signals:
- Elevation to Chair of Nominating & Corporate Governance Committee beginning in 2025 suggests increased board confidence and governance influence.
- Strong legal and investment company operations background aligns with UTG’s oversight needs; active participation on Audit and Nominating committees.
- Independence affirmed; no reportable related-party transactions or affiliate interests by her or immediate family, supporting investor-aligned oversight.
- Attendance at least 75% of meetings; board maintains quarterly executive sessions and engages independent counsel/auditors—good governance hygiene.
-
Alignment:
- Ownership increased from “None” dollar-range in 2023 to the $100,001–$500,000 range by Dec 31, 2024, and 3,197 reported shares—improved skin-in-the-game.
-
Risks/RED FLAGS:
- No Trustees attended the 2024 annual meeting (attendance not required), which can be perceived as limited shareholder engagement; monitor future practices.
- Performance-based pay and equity awards for directors not disclosed; while typical for investment company boards to use cash retainers/fees, absence of explicit equity plan reduces direct pay-for-performance linkage.
-
Net view:
- Governance profile is conservative and independence-forward, with expanded committee leadership roles and improved share ownership supporting investor confidence, offset by limited annual meeting engagement and lack of explicit performance-tied director compensation.