Elisa Wilson
About Elisa M. Wilson
Elisa M. Wilson (age 52) has served on Associated Capital Group’s Board since February 2019; she is not independent under AC’s governance standards and currently chairs the Nominating Committee. She is President and a trustee of the Gabelli Foundation, and serves as a Trustee of Boston College and Teachers College–Columbia University; she holds a B.A. from Boston College and an M.A., Ed.M. from Columbia University. Ms. Wilson is the daughter of AC’s Executive Chair, Mario J. Gabelli, and also serves as a director of GGCP, AC’s control parent, and of GAMCO Investors, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Associated Capital Group, Inc. (AC) | Director | Feb 2019–present | Nominating Committee Chair |
| GAMCO Investors, Inc. | Director | Feb 2009–present | — |
| GGCP, Inc. (control parent of AC via Holdings) | Director and shareholder | Jan 2019–present | Control-parent governance role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gabelli Foundation, Inc. | President & Trustee | — | Nevada private charitable trust |
| Boston College | Trustee; Council for Women member | — | Higher education governance |
| Teachers College – Columbia University | Trustee | — | Higher education governance |
| Breast Cancer Alliance Advisory Council | Member | — | Non-profit advisory |
| Princeton University Campus Life Advisory Council | Member | — | University advisory |
| St. Vincent’s Hospital Advisory Council | Member | — | Healthcare advisory |
Board Governance
- Independence: Not independent under AC’s standards; sits with Mario Gabelli (also not independent) and Frederic Salerno on the Nominating Committee; Wilson is Nominating Committee Chair .
- Committee assignments (current): Audit (Salerno, Lisman, Sodano; Sodano as financial expert), Compensation (Lee, Salerno), Governance (Lee, Lisman (Chair), Salerno), Nominating (Mario Gabelli, Salerno, Wilson (Chair)) .
- Attendance: All directors attended at least 75% of Board/committee meetings in 2024; the Board met 5 times; Audit Committee met 5 times; Compensation & Governance met 1 time each; Nominating met 0 times .
- Controlled company: AC is a NYSE “controlled company” (GGCP holds >50% voting power), exempting it from certain independence requirements; despite this, a majority of the Board is independent; lead independent director is Frederic V. Salerno; independent directors meet in executive session at least annually .
- Related-party transaction governance: AC’s charter provides safe-harbor approval standards for transactions involving “Gabelli,” related entities, directors/officers (disclosure and disinterested approval, minority vote, guidelines, or fairness) .
Committee Membership Snapshot (current)
| Director | Audit | Governance | Compensation | Nominating |
|---|---|---|---|---|
| Mario J. Gabelli | — | — | — | X |
| Frederic V. Salerno | X | X | X (Chair) | X |
| Daniel R. Lee | — | X | X | — |
| Bruce M. Lisman | X | X (Chair) | — | — |
| Salvatore F. Sodano | X (Chair) | — | — | — |
| Elisa M. Wilson | — | — | — | X (Chair) |
Fixed Compensation
- Annual retainer and fees: Directors (other than Mario Gabelli and Jamieson) receive cash retainers and meeting fees; annual Board member retainer increased to $100,000 effective Jan 1, 2025; other chair and meeting fees remained unchanged .
- 2024 Director compensation: Wilson received $80,000 in cash; no stock or option awards were granted or outstanding for non-executive directors at year-end 2024 .
| Item | 2024 Amount ($) | 2025 Amount ($) | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | 60,000 | 100,000 | Increase effective Jan 1, 2025 |
| Audit Committee Chair Fee | 20,000 | 20,000 | Not applicable to Wilson |
| Compensation Committee Chair Fee | 12,000 | 12,000 | Not applicable to Wilson |
| Governance Committee Chair Fee | 12,000 | 12,000 | Not applicable to Wilson |
| Per Board Meeting | 5,000 | 5,000 | Board met 5 times in 2024 |
| Per Audit Committee Meeting | 4,000 | 4,000 | Audit met 5 times in 2024 |
| Per Compensation/Governance Committee Meeting | 3,000 | 3,000 | Each met 1 time in 2024 |
| Wilson – Fees Earned (total) | 80,000 | — | No stock/options; none outstanding |
No director equity awards or options were granted in 2024; none outstanding for non-executive directors at 12/31/2024 .
Performance Compensation
- None disclosed for non-executive directors; director pay is cash-only with meeting/chair fees; no equity or performance-linked elements for directors in 2024 .
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Relationship |
|---|---|---|
| GGCP, Inc. | Director and shareholder | GGCP indirectly owns ~96.1% of combined voting power of AC; control parent via Holdings |
| GAMCO Investors, Inc. | Director | Significant affiliate with extensive service and transactional agreements; Wilson’s family ties pervasive |
| Gabelli Foundation, Inc. | President & Trustee | Philanthropic; potential independence considerations with tax-exempt contributions in independence guidelines |
Expertise & Qualifications
- Governance/education: President & trustee of Gabelli Foundation; Trustee at Boston College and Teachers College–Columbia; council/advisory roles at Breast Cancer Alliance, Princeton University Campus Life, and St. Vincent’s Hospital .
- Education: B.A. (Boston College); M.A., Ed.M. (Columbia University) .
Equity Ownership
| Security Class | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Class A Common Stock | 4,100 | <1% |
| Class B Common Stock | 93,808 | <1% |
- Hedging: Employees, officers, and directors are prohibited from hedging, short-selling, or derivative transactions in AC securities under company policy .
- Pledging: No pledging disclosed in the proxy for directors; not indicated for Wilson .
- Ownership context: As of the record date, AC had 2,192,901 Class A and 18,950,571 Class B shares outstanding; GGCP (control parent) holds the majority of Class B voting power via Holdings .
Governance Assessment
-
Positives
- Majority of the Board is independent despite controlled company status; presence of lead independent director (Salerno) and at least annual executive sessions .
- Robust Audit Committee with five meetings in 2024 and an identified “audit committee financial expert” (Sodano); regular private sessions with auditors and internal audit reporting to the committee .
- Anti-hedging policy covering directors and officers; process for shareholder communications to the Board; posted committee charters and Code of Conduct .
-
Concerns / RED FLAGS
- Controlled company structure: GGCP, where Wilson is a director and shareholder, controls AC voting; heightened risk of related-party influence and reduced independence on key committees .
- Independence: Wilson is specifically identified as not independent; she chairs the Nominating Committee alongside Mario Gabelli (also not independent), which may weaken nomination independence and signal entrenchment risk .
- Family ties: Wilson is the daughter of the Executive Chair (Mario J. Gabelli), intensifying potential conflicts; AC’s charter provides safe-harbor standards for related-party transactions, but perceived governance risk persists .
- Nominating Committee activity: No Nominating Committee meetings held in 2024, potentially indicating limited refreshment/engagement; Board met 5 times in the year .
-
Signals for investors
- Cash-only director compensation with no equity grants reduces alignment via ongoing equity accrual; alignment instead depends on existing beneficial ownership (Wilson holds both Class A and Class B shares, each <1%) .
- Extensive affiliate transactions and service agreements with GAMCO and GGCP are structurally embedded; strong reliance on safe-harbor governance standards to manage conflicts .
Additional Notes
- Section 16(a) compliance: AC reports directors/executives and ≥10% shareholders complied with filing requirements in 2024; specific Form 4 trade details are not provided in the proxy .
- Committee meeting frequencies (2024): Board (5), Audit (5), Compensation (1), Governance (1), Nominating (0) .
- Controlled company exemptions: AC is exempt from NYSE requirements that a majority of the Board and all members of Governance, Nominating, and Compensation Committees be independent; Board nonetheless states it is currently majority independent .