Frederic Salerno
About Frederic V. Salerno
Frederic V. Salerno, 81, has served as an independent director of Associated Capital Group, Inc. since February 2017. He is the former Vice Chair of Verizon Communications; previously Senior EVP and CFO of Bell Atlantic (serving in the Office of the Chair from 1997 to 2001), and earlier held senior operating roles at New England Telephone, New York Telephone, and NYNEX. At AC, he serves as Lead Independent Director, chairs executive sessions of non-management directors, and is Chair of the Compensation Committee, with additional service on the Audit, Governance, and Nominating Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications | Vice Chair | Not disclosed | Senior leadership, corporate finance |
| Bell Atlantic | Senior EVP, CFO; Office of the Chair | 1997–2001 | Finance leadership |
| New England Telephone | EVP & COO | 1985–1987 | Operations leadership |
| New York Telephone | President & CEO | 1987–1991 | CEO role |
| NYNEX | Vice Chair, Finance & Business Development | 1991–1997 | Strategy/BD oversight |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| GGCP, Inc. (control parent of AC) | Chair of the Board of Directors | Current |
| Madison Square Garden Entertainment Corp. (MSGE) | Director | Current |
| Multiple NYSE U.S. regulated subsidiaries | Director | Current |
| National Fuel Gas Company | Director | Prior |
| Popular, Inc. | Director | Prior |
| Viacom / CBS | Director | Prior |
| Florida Community Bank | Director | Prior |
| Akamai Technologies, Inc. | Director | Prior |
| Intercontinental Exchange, Inc. | Director | Prior |
Board Governance
| Item | 2024 |
|---|---|
| Board meetings (number) | 5 |
| Audit Committee meetings | 5 |
| Compensation Committee meetings | 1 |
| Governance Committee meetings | 1 |
| Nominating Committee meetings | 0 |
| Director attendance | All directors ≥75% of meetings |
| Committee | Salerno Role |
|---|---|
| Compensation | Chair |
| Audit | Member |
| Governance | Member |
| Nominating | Member |
| Lead Independent Director | Yes; chairs executive sessions |
- AC is a “controlled company” under NYSE rules, exempting it from majority-independent board and fully independent Governance, Nominating, Compensation committees; nonetheless, the board states it is currently majority independent .
- The Nominating Committee includes non-independent members (Mario J. Gabelli and Elisa M. Wilson), with Salerno as the independent member .
Fixed Compensation
| Component | 2024 (Actual) | 2025 (Policy) |
|---|---|---|
| Board Member annual cash retainer | $60,000 | $100,000 (effective Jan 1, 2025) |
| Audit Committee Chair fee | $20,000 | $20,000 |
| Compensation Committee Chair fee | $12,000 | $12,000 |
| Governance Committee Chair fee | $12,000 | $12,000 |
| Board meeting fee (per meeting) | $5,000 | $5,000 |
| Audit Committee meeting fee (per meeting) | $4,000 | $4,000 |
| Compensation/Governance meeting fee (per meeting) | $3,000 | $3,000 |
| Director | 2024 Fees Earned (Cash) |
|---|---|
| Frederic V. Salerno | $112,000 |
Performance Compensation
| Element | 2024 |
|---|---|
| Stock awards (RSUs/PSUs/phantom) | -0- (none granted) |
| Option awards | -0- (none granted) |
| Outstanding director equity at 12/31/2024 | -0- (none outstanding) |
| Performance metrics tied to director compensation | Not disclosed for directors |
Other Directorships & Interlocks
- Chair of GGCP, Inc., AC’s control parent that holds >50% voting power via Class B stock; the board considered this relationship in determining independence and concluded Salerno is independent .
- AC utilizes controlled-company exemptions; the Nominating Committee includes non-independent members, which can affect director selection processes .
Expertise & Qualifications
- Senior corporate finance and telecom operations expertise (Verizon Vice Chair; Bell Atlantic CFO; NYNEX Finance & BD) .
- Governance leadership at AC as Lead Independent Director and Compensation Committee Chair; active in Audit and Governance Committees .
- Risk oversight: Board and Audit Committee frameworks include regular sessions with auditors; Salerno is an Audit Committee member .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B |
|---|---|---|---|---|
| Frederic V. Salerno | 0 | <1% | 0 | <1% |
- AC policy prohibits hedging and short sales by employees, officers, and directors, supporting alignment; no director pledging disclosures noted .
Governance Assessment
-
Positives:
- Independent designation despite GGCP role; board documented independence evaluation standards and determinations .
- Lead Independent Director responsibilities and committee coverage (Compensation Chair; Audit and Governance member) enhance oversight .
- Audit Committee practices include PCAOB-standard communications and independence reviews; regular meetings with auditors .
-
Concerns/Red Flags:
- Ownership alignment: Salerno holds no AC shares, and directors received no equity grants in 2024; compensation is cash-heavy, limiting long-term equity alignment .
- Controlled company structure with related-party safe harbor provisions in AC’s charter may reduce scrutiny of transactions involving Gabelli-related entities; Salerno chairs GGCP’s board, elevating interlock/conflict perception risk even with independence determination .
- Nominating Committee includes non-independent members, which can influence director pipeline and re-nominations under controlled company exemptions .
-
Director Engagement:
- All directors met at least the 75% attendance threshold in 2024; board and key committees met during the year, but Compensation and Governance met infrequently (one meeting each), placing higher reliance on chair leadership and ongoing oversight outside formal meetings .