Mario J. Gabelli
About Mario J. Gabelli
Mario J. Gabelli, CFA (born 1942), serves as Chairman of the Board of Trustees of Ellsworth Growth and Income Fund Ltd. (ECF) and has served on the Board since 2015. He is classified as an “Interested Trustee” due to his affiliations with the Fund’s Adviser and related entities; all other Trustees except Mr. Gabelli and Mr. Dinsmore are independent . Mr. Gabelli is Chairman, Co-CEO, and CIO of Value Portfolios at GAMCO Investors, Inc.; CIO of Value Portfolios at Gabelli Funds, LLC and GAMCO Asset Management Inc.; CEO/CIO/director and controlling shareholder of GGCP, Inc.; Executive Chair of Associated Capital Group, Inc.; and Chair/CEO of LICT Corporation, among other roles . He holds a BA from Fordham University and an MBA from Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Group Holding Co. | Chair (2001–2019); CEO (2001–2012) | 2001–2019 | Oversight of holding company operations |
| ICTC Group Inc. | Director | 2013–2018 | Communications sector governance |
| Various Gabelli Fund Complex funds | Director/Trustee or CIO | Ongoing | Governance and investment leadership across 31 registered investment companies |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| GAMCO Investors, Inc. (GAMI) | Chairman, Co-CEO, CIO (Value Portfolios) | Ongoing | Adviser affiliate; OTC-listed asset manager |
| Gabelli Funds, LLC; GAMCO Asset Management Inc. | CIO (Value Portfolios) | Ongoing | Asset management subsidiaries of GAMI |
| GGCP, Inc. | CEO, CIO, Director; Controlling Shareholder | Ongoing | Private holding company with majority interest in GAMI |
| Associated Capital Group, Inc. | Executive Chair | Ongoing | Public company; majority-owned subsidiary of GGCP |
| LICT Corporation | Chair (since 2004); CEO (since Dec 2010) | Ongoing | Public broadband/communications company |
| CIBL, Inc. | Director; Executive Chair (since Feb 2020) | Ongoing | Public holding company spun off from LICT |
| Academic/Non-profit boards (Columbia GSB Overseer; trustee at Boston College and Roger Williams University; Winston Churchill Foundation; E.L. Wiegand Foundation; American-Italian Cancer Foundation; Foundation for Italian Art & Culture; Gabelli Foundation; Field Point Park Association) | Director/Trustee/Chair/Co-President | Ongoing | Broad civic and philanthropic engagement |
Board Governance
- Board leadership: Mr. Gabelli (Interested Trustee) is Chairman; James P. Conn is Lead Independent Trustee, presiding over executive sessions and serving as liaison among Trustees and service providers .
- Independence: All Trustees other than Messrs. Gabelli and Dinsmore are Independent as defined by the 1940 Act and NYSE American guidelines .
- Committees: Independent Trustees chair all committees. Audit Committee: Harding (Chair), Bizzell, Bogan; met twice in FY ended Sep 30, 2024, and Mr. Harding is the Audit Committee Financial Expert . Nominating Committee: Melarkey (Chair), Fahrenkopf Jr., Platt; met once in FY2024 . Ad hoc Proxy Voting Committee and ad hoc Compensation Committees exist for fund-complex matters .
- Attendance: The Board met four times in FY ended Sep 30, 2024; each Trustee attended at least 75% of Board and applicable committee meetings. No Trustee or nominee attended the May 13, 2024 annual shareholder meeting (not expected by the Fund) .
Fixed Compensation
| Person | Aggregate Compensation from ECF (FY ended Sep 30, 2024) | Aggregate Compensation from Fund Complex (CY ended Dec 31, 2024) |
|---|---|---|
| Mario J. Gabelli (Chairman) | $0 | $0 |
Context (Independent Trustee schedule): Independent Trustees receive $8,500 annual retainer, $1,000 per Board meeting, $500 per committee meeting, plus chair fees (Audit Chair $2,000; Nominating Chair $2,000; Lead Independent Trustee $1,000) .
Performance Compensation
- No performance-based compensation (bonuses, RSUs/PSUs, options, or pay metrics) is disclosed for Mr. Gabelli in relation to ECF. No severance, change-of-control, clawback, or tax gross-up provisions disclosed for Trustees .
Other Directorships & Interlocks
| Counterparty | Relationship to ECF/Adviser | Director/Officer | Nature of Interlock/Exposure |
|---|---|---|---|
| Gabelli Fund Complex | Adviser-affiliated fund complex | Mr. Gabelli: Director/Trustee/CIO across 31 funds | Governance/investment leadership across affiliated funds |
| Associated Capital Group, Inc. (ACG) | Majority-owned subsidiary of GGCP | Mr. Gabelli: Executive Chair | ACG holds 125,000 Series B Preferred shares of ECF (Mr. Gabelli disclaims beneficial ownership beyond indirect pecuniary interest) |
| GAMCO Asset Management Inc. | Adviser affiliate | Mr. Gabelli: CIO (Value Portfolios) | GAMCO AM holds 100,000 Series B Preferred shares of ECF (disclaimed beyond indirect pecuniary interest) |
| Affiliates controlled by Mr. Gabelli (e.g., Gabelli International Ltd., Gabelli Fund LDC, GAMA Capital Opportunities Master Ltd., GAMCO International SICAV) | May be under common control with Adviser | Independent Trustee van Ekris serves as independent director at certain affiliates | Cross-relationships in fund complex governance |
Expertise & Qualifications
- Credentials: CFA charterholder; long-tenured investment manager and fund complex leader .
- Education: BA (Fordham University), MBA (Columbia Business School), honorary doctorates (Fordham, Roger Williams University) .
- Industry experience: Decades of leadership in asset management and communications sector (LICT/CIBL) .
- Board qualifications highlighted: Ability to exercise independent business judgment and oversight in highly regulated funds environment, with broad leadership across public companies and fund complex .
Equity Ownership
| Security | Amount and Nature of Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|
| ECF Common Shares | 0 | <1% (*) | — |
| ECF Series B Preferred Shares | 565,000 | 29.0% | Includes 340,000 directly owned; 125,000 held by ACG; 100,000 held by GAMCO AM; Mr. Gabelli disclaims beneficial ownership in excess of indirect pecuniary interest for affiliate-held shares |
| Dollar Range (ECF fund; Fund Complex) | Over $100,000; Over $100,000 | — | “E” range denotes >$100,000 as of Dec 31, 2024 |
Section 16 compliance: Based on the Fund’s review of Forms 3/4, the Fund believes applicable insiders complied with filing requirements in FY ended Sep 30, 2024 .
Governance Assessment
- Board effectiveness: Clear delineation of independent committee leadership (Audit, Nominating), designated Lead Independent Trustee, and documented charters; Audit oversight includes PCAOB-required discussions and formal reporting, with Harding as Audit Committee Financial Expert .
- Independence status: Mr. Gabelli is an Interested Trustee due to extensive ties to the Adviser and affiliates; independent Trustees chair all committees and meet regularly in executive session, which mitigates—but does not eliminate—conflict risk at the chair level .
- Engagement & attendance: Four Board meetings in FY2024; all Trustees met at least 75% attendance thresholds; the Fund does not expect Trustees to attend shareholder meetings, and none attended the 2024 annual meeting .
- Compensation alignment: Mr. Gabelli received $0 from ECF and $0 from the Fund Complex in 2024, indicating no direct cash retainer/meeting fees at the fund level for the Interested Chairman .
- Ownership alignment vs. conflicts:
- Strong “skin-in-the-game” via 29% of Series B Preferred; however, preferred interests can diverge economically from common shareholder interests, and portions are held through Adviser-controlled affiliates (ACG, GAMCO AM) with disclaimed beneficial ownership beyond indirect pecuniary interest .
- Interlocks in the fund complex are widespread; at least one Independent Trustee holds roles in entities possibly deemed under common control with the Adviser, underscoring complex governance relationships .
RED FLAGS
- Interested Chairman with controlling interests across Adviser and affiliates, plus substantial preferred ownership (29% of Series B), creating potential for related-party and control-share exposure at the fund level .
- Cross-entity interlocks within the Gabelli Fund Complex and affiliates (e.g., van Ekris), increasing the need for robust independent committee oversight .
Overall: The independent committee structure and Lead Independent Trustee role provide counterweights to an Interested Chairman, but investors should closely monitor related-party dynamics and the implications of large preferred holdings on fund governance and alignment .