Salvatore J. Zizza
About Salvatore J. Zizza
Salvatore J. Zizza (born 1945) has served as an Independent Director of The Gabelli Equity Trust Inc. since 1986. He is President of Zizza & Associates Corp., with prior operating experience as President, CEO, and CFO of a large NYSE-listed construction company; he holds a B.S. and an MBA in Finance from St. John’s University (honorary Doctorate in Commercial Sciences). At GAB, he serves on the Audit, Nominating, ad hoc Proxy Voting, ad hoc Pricing, and multi-fund ad hoc Compensation Committees; each Audit Committee member (including Mr. Zizza) has been deemed financially literate. His current Board class runs through the 2026 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Large NYSE-listed construction company | President, Chief Executive Officer, and Chief Financial Officer | Not disclosed | Senior operating and finance leadership background cited in biographical qualifications |
| Companies in manufacturing, recycling, real estate, technology, and pharmaceuticals | Chairman (various) | Not disclosed | Board/Chair experience across multiple industries referenced as part of qualifications |
| BAM (semiconductor and aerospace manufacturing) | Retired Chairman | Not disclosed | Industry oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trans-Lux Corporation (business services) | Director and Chairman | Not disclosed | Current public company directorship |
| Bion Environmental Technologies, Inc. | Director | Not disclosed | Current public company directorship |
| Harbor Diversified Inc. (pharmaceuticals) | Director and Chairman | 2009–2018 | Prior public company board service |
| Gabelli International Ltd. | Independent Director | Not disclosed | May be deemed under common control with the Fund’s Adviser if controlled by Mario J. Gabelli and/or affiliates |
Board Governance
- Independence status: Independent Director under the 1940 Act (with noted possible exceptions described in proxy); he is also an independent director of Gabelli International Ltd., which may be deemed under common control with the Adviser, a potential perception risk.
- Committee assignments and activity: Member, Audit Committee (2 meetings in 2024; financial literacy affirmed for all members); Member, Nominating Committee (met once in 2024); Member, ad hoc Proxy Voting and ad hoc Pricing Committees; Member, multi-fund ad hoc Compensation Committees.
- Board leadership: Lead Independent Director is James P. Conn (context for board structure).
- Attendance: Board met 4 times in 2024; each Director then serving attended at least 75% of Board and applicable committee meetings.
- Annual meeting engagement: “The Fund does not expect Directors or nominees to attend the Meeting”; no Director attended the May 13, 2024 annual meeting.
Fixed Compensation
| Component (GAB) | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (Independent Directors) | $15,000 per year | Cash retainer |
| Board meeting fee | $2,000 per meeting | Cash; 4 regular Board meetings in 2024 |
| Committee meeting fee | $1,000 per meeting | Cash |
| Chair fees (if applicable) | Audit Chair $3,000; Proxy Voting Chair $1,500; Nominating Chair $2,000; Lead Independent Director $2,000 | Mr. Zizza is a member, not designated as chair in these committees in 2024 |
| Aggregate compensation from GAB (FY2024) | $25,000 | Actual paid by the Fund |
| Aggregate compensation from Fund Complex (FY2024) | $317,137 (35 funds/portfolios) | Actual paid across the Fund Complex |
Performance Compensation
| Component | Disclosure |
|---|---|
| Performance-based cash bonus | Not disclosed for Directors; compensation consists of retainers and meeting-based fees |
| Equity awards (RSUs/PSUs/options) | Not disclosed for Directors in the proxy; no director equity award program described |
| Performance metrics tied to pay | Not disclosed/applicable for Directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Trans-Lux Corporation – Director and Chairman; Bion Environmental Technologies, Inc. – Director |
| Prior public company boards | Harbor Diversified Inc. – Director and Chairman (2009–2018) |
| Cross-affiliate relationships | Independent Director of Gabelli International Ltd.; may be deemed under common control with the Fund’s Adviser if controlled by Mario J. Gabelli and/or affiliates |
Expertise & Qualifications
- Finance and operating expertise as former CEO/CFO; current president of private holding company; financially literate (Audit Committee determination).
- Education: B.S. and MBA in Finance (St. John’s University); Honorary Doctorate in Commercial Sciences (St. John’s University).
Equity Ownership
| Security | Amount and Nature of Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|
| Common Stock | 20,796 shares | <1% | Includes 4,330 shares owned by spouse |
| Series H Preferred | 388 shares | <1% | Direct/indirect per proxy table |
| Series K Preferred | 1,000 shares | <1% | All 1,000 owned by spouse |
| Dollar range of equity securities in GAB | Over $100,000 (E) | — | As of Dec 31, 2024 |
| Aggregate dollar range in Fund Complex | Over $100,000 (E) | — | As of Dec 31, 2024 |
Additional interests in entities potentially under common control with the Adviser (as of Dec 31, 2024):
| Entity | Instrument | Value of Interests | Percent of Class |
|---|---|---|---|
| Gabelli Associates Fund | Limited Partner Interests | $2,704,106 | 1.54% |
| Gabelli Performance Partnership L.P. | Limited Partner Interests | $378,064 | <1% |
| These interests are disclosed for Independent Directors where applicable. |
Governance Assessment
- Board effectiveness and engagement: Active committee participation (Audit, Nominating, ad hoc committees); Audit Committee met twice and Nominating once in 2024; Board met four times and Directors met the ≥75% attendance threshold, supporting baseline engagement.
- Independence with affiliations: Classified as Independent under the 1940 Act; however, he serves as an independent director of Gabelli International Ltd., which may be deemed under common control with the Adviser, and he holds LP interests in Adviser-affiliated vehicles—factors investors may view as potential conflicts to monitor.
- Compensation alignment: Director compensation is cash-only (retainer/meeting fees) with no performance or equity awards disclosed; Fund-level pay of $25,000 in 2024 and $317,137 across the Fund Complex reflects multi-fund workload rather than pay-for-performance, typical for closed-end fund governance.
- Share ownership: Holds 20,796 common shares and preferred stakes (Series H and spouse-owned Series K), with total GAB holdings over $100,000 by dollar range—providing some alignment, albeit under 1% ownership.
- RED FLAGS and risk indicators: In 2015, he settled an SEC matter regarding false statements or omissions to accountants concerning a related-party transaction at a non-affiliated company; paid $150,000 and agreed to cease and desist (Rule 13b2-2). The Board concluded this does not disqualify his service; nonetheless, this history is a material governance consideration.
- Shareholder engagement signal: No Directors attended the May 13, 2024 annual meeting and the Fund does not expect Directors to attend—an investor-relations signal some governance-focused investors may weigh.