E. Val Cerutti
About E. Val Cerutti
Independent director of The Gabelli Convertible and Income Securities Fund Inc. (GCV) since the Fund’s organizational meeting on June 5, 1989; year of birth: 1939. Chief Executive Officer of Cerutti Consultants, Inc.; prior corporate operator and advisor. Education: Bachelor’s degree from Fordham University; MBA from Iona College. Serves as a member of GCV’s ad hoc Proxy Voting Committee; previously served as President and Chief Operating Officer of Stella D’oro Biscuit Co.; former director of The LGL Group, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stella D’oro Biscuit Co. | President & Chief Operating Officer | Not disclosed | Corporate leadership and operations |
| Hagan School of Business (Iona College) | Board of Advisers member | Not disclosed | Academic advisory engagement |
| Venture Capital Groups | Consultant | Not disclosed | Advising on investments and operations |
| The LGL Group, Inc. | Director | 1990–2009 | Diversified manufacturing board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerutti Consultants, Inc. | Chief Executive Officer | Not disclosed | CEO; strategic advisory leadership |
| Gabelli Fund Complex (other funds) | Director | Current (specific funds not listed) | Board service across fund complex |
Board Governance
- Independence: Cerutti is classified as an Independent Director under the Investment Company Act of 1940 definition.
- Tenure and class: Serving until the 2027 Annual Meeting; initial service began June 5, 1989 (organizational meeting).
- Committee memberships: Member of the Fund’s ad hoc Proxy Voting Committee; not listed as a member of GCV’s Audit or Nominating Committees.
- Board attendance: In FY ended Sep 30, 2024, the Board met four times; each Director then serving attended at least 75% of Board meetings and any committee meetings of which they were members.
- Annual meeting attendance: The Fund did not expect directors to attend the Meeting; no director or nominee attended the May 13, 2024 annual meeting.
- Board leadership: Lead Independent Director—Anthonie C. van Ekris; Independent Directors meet regularly in executive session and chair all committees.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (Independent and certain Interested Directors) | $3,000 | Paid by GCV |
| Per Board meeting | $750 per meeting attended | Paid by GCV |
| Committee meeting fee | $500 per meeting attended | Paid by GCV |
| Audit Committee Chair fee | $3,000 annual | Paid by GCV |
| Nominating Committee Chair fee | $2,000 annual | Paid by GCV |
| Lead Independent Director fee | $1,000 annual | Paid by GCV |
| Aggregate remuneration paid by GCV to directors (FY ended Sep 30, 2024) | $78,396 | Excludes out-of-pocket expenses |
| Director | Aggregate Compensation from GCV (FY 2024) | Aggregate Compensation from Fund Complex (CY 2024) | Number of Investment Companies/Portfolios |
|---|---|---|---|
| E. Val Cerutti | $6,000 | $33,000 | 7 |
Observation: Compensation for GCV directors is entirely cash-based (retainer and meeting fees); the compensation table and fee structure disclose no equity grants or option awards to directors.
Performance Compensation
| Performance Metric | Tied to Director Pay? | Disclosure Source |
|---|---|---|
| Revenue growth, EBITDA, TSR percentile, ESG goals | No performance-based director compensation disclosed | Compensation table and director fee structure show only cash fees; no performance metrics referenced |
Other Directorships & Interlocks
| Company | Role | Period | Notes |
|---|---|---|---|
| The LGL Group, Inc. | Director | 1990–2009 | Diversified manufacturing; prior public company board service |
| Other funds in Gabelli Fund Complex | Director | Current (fund names not listed) | Cross-fund board service noted; specific entities not enumerated |
Expertise & Qualifications
- Operator and advisor: Former President & COO of a branded consumer foods company; CEO of a consulting firm.
- Financial and governance: Member of ad hoc Proxy Voting Committee; experience overseeing other funds in complex environments.
- Education: Bachelor’s degree (Fordham University); MBA (Iona College).
Equity Ownership
| Holder | Security | Shares Beneficially Owned | Percent of Shares Outstanding |
|---|---|---|---|
| E. Val Cerutti | Common Stock | 0 | Less than 1% (*) |
| E. Val Cerutti | Preferred Stock | Not disclosed | — |
| Holder | Dollar Range in GCV | Aggregate Dollar Range in Fund Complex |
|---|---|---|
| E. Val Cerutti | A (None) | A (None) |
Section 16(a)/30(h) compliance: Based solely on GCV’s review of Forms 3 and 4 filed electronically with the SEC, the Fund believes required persons complied with applicable filing requirements during FY ended Sep 30, 2024.
Governance Assessment
- Alignment: Cerutti reports no share ownership in GCV and “None” across the Fund Complex; combined with a purely cash fee structure, this suggests limited direct economic alignment with common shareholders. Potential investor-confidence consideration: absence of equity stake by a long-tenured independent director.
- Independence and conflicts: Cerutti is classified as Independent; he is not referenced in related-party interests or exceptions noted in the proxy; no legal proceedings disclosed pertaining to Cerutti.
- Committees and effectiveness: Service on the ad hoc Proxy Voting Committee indicates engagement in stewardship and voting oversight; not holding roles on Audit or Nominating may limit direct involvement in financial reporting or director selection oversight.
- Attendance and engagement: Met at least the 75% attendance threshold for Board/committee meetings in FY 2024; however, the proxy notes directors did not attend the 2024 annual shareholder meeting, which can be viewed as a modest engagement flag.
- Board structure: Lead Independent Director oversees executive sessions; Independent Directors chair all committees, reinforcing board oversight of service providers—a governance positive.
RED FLAGS to monitor
- Zero share ownership and no equity-based pay disclosure for an independent director with decades of tenure (alignment risk).
- Non-attendance at the annual meeting among all directors in 2024 (engagement optics).
No issues disclosed
- No related-party transactions, pledging/hedging of stock, tax gross-ups, or legal actions involving Cerutti are disclosed in this proxy.