Jeffrey Kupor
About Jeffrey H. Kupor
Jeffrey H. Kupor is an Interested Trustee of Invesco Pennsylvania Value Municipal Income Trust (VPV), serving on the Invesco closed-end funds’ Board since 2024. He is Senior Managing Director and General Counsel at Invesco Ltd., with prior roles including Head of Legal, Americas; before Invesco, he practiced law at Fulbright & Jaworski LLP (Norton Rose Fulbright) and served as general counsel of a publicly traded communications services company. He holds a BS in economics from the Wharton School (University of Pennsylvania) and a JD from Berkeley Law (University of California) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invesco Ltd. | Head of Legal, Americas (prior role) | Not disclosed | Led legal support for Americas business . |
| Fulbright & Jaworski LLP (Norton Rose Fulbright) | Attorney | Prior to 2002 (joined Invesco in 2002) | Specialized in complex commercial and securities litigation . |
| Public communications services company | General Counsel | Not disclosed | Served as GC; company not named . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Invesco Ltd. | Senior Managing Director & General Counsel | Joined 2002; current | Executive at fund adviser’s parent; affiliation makes him an “Interested Trustee” . |
Board Governance
- Independent Chair: The Board has an Independent Trustee serving as Chair; the proxy lists Beth Ann Brown among Independent Trustees and describes the independent-chair leadership structure .
- Independence status: Kupor is classified as an Interested Trustee (affiliated with the Adviser) rather than independent .
- Committee structure and meeting cadence: Audit Committee held 6 meetings; Compliance Committee held 4; Governance Committee held 6; Investments Committee held 4 in the fiscal year ended Feb 28, 2025 .
- Committee membership: Kupor is not listed among members of the Audit, Compliance, Governance, or Investments Committees (membership rosters name independent trustees) .
| Committee | Members (examples from proxy) | Kupor member? |
|---|---|---|
| Audit | LaCava (Chair), Liddy, Vandivort, Jones, Hostetler, Ressel | No . |
| Compliance | Brown, Deckbar, Krentzman (Chair), Motley, Perkin, Mathai-Davis | No . |
| Governance | Vandivort (Chair), Brown, Hostetler, Motley, Mathai-Davis | No . |
| Investments | Sub-committees comprised of Jones, Mathai-Davis (Sub-Committee Chairs), Brown, Krentzman, Ressel, Deckbar (examples) | No . |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (cash) | Not applicable | Compensation schedules and Annex B apply to trustees “not affiliated with the Adviser.” Kupor is an Interested Trustee (affiliated), and the proxy presents compensation only for non-affiliated trustees . |
| Meeting fees | Not applicable | Compensation for Independent Trustees includes meeting fees; not applicable to Interested Trustees . |
| Committee chair fees | Not applicable | Paid to chairs among Independent Trustees; Kupor is not a committee chair . |
| Deferred comp plan | Not applicable | The deferred compensation program is available to Independent Trustees; Annex B shows deferrals for non-affiliated trustees . |
Performance Compensation
| Element | Disclosure | Performance Metrics |
|---|---|---|
| Equity awards (RSUs/PSUs), options, performance-based pay | Not applicable | Closed-end fund trustees are paid cash fees; no equity or performance pay is disclosed for trustees. Compensation tables cover Independent Trustees only; no performance metrics are tied to trustee compensation . |
Other Directorships & Interlocks
- Current public company boards: Not disclosed for Kupor in the proxy beyond service as Interested Trustee on the Invesco closed-end fund boards .
- Executive interlock: Kupor is General Counsel at Invesco Ltd., the funds’ adviser’s parent, creating an affiliation (Interested Trustee) and potential conflict in oversight of the adviser .
- Prior boards: Not disclosed (only notes prior GC role at a publicly traded communications services company) .
Expertise & Qualifications
- Legal expertise: Senior legal executive with specialization in complex commercial and securities litigation; GC experience in public company context .
- Investment management industry exposure: Long tenure at Invesco across multiple legal leadership roles .
- Education: BS economics, Wharton; JD, Berkeley Law .
Equity Ownership
| Holding | VPV Fund Ownership | Fund-Complex Aggregate |
|---|---|---|
| Jeffrey H. Kupor | None in VPV (dollar range “None”) | Over $100,000 aggregate dollar range across registered investment companies overseen in the Invesco Fund Complex (as of Dec 31, 2024) . |
Notes:
- Table footnotes indicate aggregate figures include amounts deemed invested under trustees’ deferred compensation plans, though deferred comp applies to Independent Trustees; the proxy presents aggregate ranges for all trustees .
Governance Assessment
- Independence and conflicts: Kupor’s status as an Interested Trustee (affiliated executive of the adviser’s parent) is a structural conflict for oversight of the investment adviser and fund valuations. While the Board is led by an Independent Chair and committees are composed of Independent Trustees, investors should recognize potential influence dynamics due to Kupor’s executive role at Invesco Ltd. .
- Committee participation: Kupor is not listed on Audit, Compliance, Governance, or Investments Committees, which concentrates oversight within independent trustees—this mitigates some conflict risk by design but also limits Kupor’s direct committee accountability .
- Attendance and engagement: The proxy discloses committee meeting frequencies but does not provide individual attendance rates for trustees; no attendance concerns are flagged in the materials .
- Compensation alignment: No fund-paid compensation is disclosed for Kupor (Interested Trustee); independent trustees receive cash retainers/meeting fees and can defer compensation. Absence of equity-based or performance-linked pay for trustees reduces pay-for-performance signals; compensation levels and retirement benefits apply to Independent Trustees only .
- Ownership alignment: Kupor holds no VPV fund shares per dollar-range disclosure; his aggregate “Over $100,000” across the complex indicates broader fund complex exposure but not VPV-specific alignment. No pledging, hedging, or related-party transactions are disclosed in the proxy for Kupor .
Red Flags
- Affiliation with adviser (Interested Trustee) → oversight conflict, particularly on matters involving the adviser (fees, valuation, compliance) .
- No VPV-specific ownership → limited skin-in-the-game alignment at the fund level .
Confidence Signals
- Independent Chair structure and independent composition of key oversight committees (Audit, Compliance, Governance, Investments) support board effectiveness and mitigate adviser-affiliation risks .