Salvatore J. Zizza
About Salvatore J. Zizza
Salvatore J. Zizza is an Independent Director of The Gabelli Convertible and Income Securities Fund Inc. (GCV) and has served on the Board since April 24, 1991; he is President of Zizza & Associates Corp., a private holding company, and Chairman of Bergen Cove Realty Inc. . He holds a B.S. and MBA in Finance from St. John’s University and was awarded an Honorary Doctorate in Commercial Sciences; he previously served as President, CEO, and CFO of a large NYSE-listed construction company . Born in 1945 (approx. age 80 in 2025), Zizza brings multi-industry leadership and financial expertise to GCV, and is designated an Independent Director under the Investment Company Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYSE-listed construction company | President, CEO, CFO | Prior | Senior operating and financial leadership |
| BAM (semiconductor and aerospace manufacturing) | Retired Chairman | Prior | Oversight of industrial operations |
| Harbor Diversified Inc. (pharmaceuticals) | Director & Chairman | 2009–2018 | Governance oversight in healthcare |
| Manufacturing, recycling, real estate, technology, pharma companies | Chairman (various) | Prior | Portfolio company leadership |
External Roles
| Organization | Role | Status/Tenure | Interlock Notes |
|---|---|---|---|
| Trans-Lux Corporation (business services) | Director & Chairman | Current (disclosed 2023–2025) | Noted public company role |
| Bion Environmental Technologies, Inc. | Director | Current (disclosed 2023–2025) | Environmental tech oversight |
| Gabelli International Ltd. | Independent Director | Current | May be deemed under common control with GCV’s Adviser/Affiliates (Mario J. Gabelli), creating interlock exposure |
Board Governance
- Independence: Classified as an Independent Director; neither he nor family members had interests in the Adviser or its control affiliates as of the stated dates (except as disclosed in affiliate funds below) .
- Committee assignments and chair roles: Member of Audit Committee; member of Nominating Committee (Chair is Anthony S. Colavita); member of ad hoc Proxy Voting Committee; member of ad hoc Pricing Committee; member of both multi-fund ad hoc Compensation Committees .
- Lead Independent Director: Anthonie C. van Ekris .
- Engagement and attendance: Board met 4 times in FY 2024; each Director attended at least 75% of Board and committee meetings; Audit Committee met 2 times in FY 2024; Nominating Committee met 2 times in FY 2024 . Directors did not attend the 2024 stockholder annual meeting; directors are not expected to attend stockholder meetings .
Committee activity (meetings by year):
| Committee | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Board Meetings (all directors) | 4 | 4 | 4 |
| Audit Committee | 3 | 2 | 2 |
| Nominating Committee | 1 | 1 | 2 |
Stockholder annual meeting attendance:
| Meeting | Attendance (Directors/Nominees) |
|---|---|
| May 22, 2023 | None attended |
| May 13, 2024 | None attended |
Fixed Compensation
Current Director fee schedule (cash):
| Component | Amount |
|---|---|
| Annual retainer (Independent and certain Interested Directors) | $3,000 |
| Per Board meeting attended | $750 |
| Committee meeting fee (all Board committees) | $500 per meeting |
| Audit Committee Chair | $3,000 annual |
| Nominating Committee Chair | $2,000 annual |
| Lead Independent Director | $1,000 annual |
Director compensation (Zizza) across periods:
| Metric | FY 2022 (Dec 31) | FY 2023 (Sep 30) | FY 2024 (Sep 30) |
|---|---|---|---|
| Aggregate Compensation from GCV ($) | $7,500 | $8,500 | $7,500 |
| Aggregate Compensation from Fund Complex ($) | $323,000 (34 portfolios) | $325,500 (35 portfolios) | $317,137 (35 portfolios) |
Performance Compensation
No performance-linked or equity-based compensation is disclosed for directors; compensation is cash retainers, meeting and chair fees. There are no disclosed performance metrics (e.g., revenue/EBITDA/TSR) tied to director pay and no RSU/PSU/option grants for directors .
Performance-linked metrics in director pay:
| Year | Metrics Tied to Pay | Equity Awards |
|---|---|---|
| 2022 | None disclosed | None disclosed |
| 2023 | None disclosed | None disclosed |
| 2024 | None disclosed | None disclosed |
Other Directorships & Interlocks
| Organization | Role | Potential Interlock/Conflict |
|---|---|---|
| Gabelli International Ltd. | Independent Director | May be deemed under common control with GCV’s Adviser/Affiliates (Mario J. Gabelli) |
| Trans-Lux Corporation | Director & Chairman | External public role; no specific related-party transactions disclosed with GCV |
| Harbor Diversified Inc. | Director & Chairman (2009–2018) | Prior role; no current conflict noted |
| Bion Environmental Technologies, Inc. | Director | External role; no specific related-party transactions disclosed |
Expertise & Qualifications
- Finance and operating leadership: Former President/CEO/CFO of a large NYSE-listed construction company; extensive public-company governance .
- Multi-industry board experience: Manufacturing, recycling, real estate, technology, pharmaceuticals; current roles at Trans-Lux and Bion .
- Education: B.S. and MBA in Finance (St. John’s University); Honorary Doctorate in Commercial Sciences .
Equity Ownership
Fund-level ownership (Zizza):
| Metric | As of Dec 31, 2022 | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|---|
| Common Shares | 0 | 0 | 0 |
| Preferred Shares | 50,000 | 0 | 0 |
| Percent of Shares Outstanding | 3.3% (Preferred) | <1% (Common) | <1% (Common) |
Dollar Range classification:
| Classification | 2022 | 2023 | 2024 |
|---|---|---|---|
| Dollar Range in GCV | E (Over $100,000) | A (None) | A (None) |
| Aggregate Dollar Range in Fund Complex | E (Over $100,000) | E (Over $100,000) | E (Over $100,000) |
Beneficial interests in Adviser-affiliated vehicles (Zizza):
| Vehicle | 2022 Value | 2022 % | 2023 Value | 2023 % | 2024 Value | 2024 % |
|---|---|---|---|---|---|---|
| Gabelli Associates Fund (LP interests) | $3,014,341 | 1.55% | $2,604,564 | 1.34% | $2,704,106 | 1.54% |
| Gabelli Performance Partnership L.P. (LP interests) | $337,362 | <1% | $361,502 | <1% | $378,064 | <1% |
Section 16(a) compliance:
- The Fund reported compliance with beneficial ownership filings for FY 2024 (no exceptions noted for Zizza) .
- For FY 2023, the Fund noted one late filing by Mr. Gabelli; no exceptions noted for Zizza .
- For FY 2022, one late filing by Mr. Gabelli; no exceptions noted for Zizza .
Governance Assessment
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Strengths:
- Deep finance and operating expertise; service across Audit and Nominating committees indicates engagement in oversight of financial reporting and board composition .
- Consistent attendance: met the ≥75% threshold for Board and committee meetings across FY 2022–2024, and active participation in Audit/Nominating committees .
- Member of multi-fund ad hoc Compensation Committees (CCO and certain officer compensation), signaling cross-fund governance influence .
-
RED FLAGS / Risks:
- SEC settlement (Sept 9, 2015): resolved an inquiry regarding false statements/omissions to accountants about a related-party transaction (not connected to GCV); $150,000 payment; cease-and-desist under Exchange Act Rule 13b2-2. The Board determined it does not disqualify him from Independent Director service, but the history is a governance red flag for investors focused on disclosure controls .
- Interlocks and affiliate exposure: Independent director of Gabelli International Ltd., which may be deemed under common control with GCV’s Adviser/Affiliates; plus material LP interests in Gabelli affiliates (Gabelli Associates Fund, Gabelli Performance Partnership L.P.), introducing potential perception of conflicts despite formal independence status .
- Alignment: No GCV common ownership and no preferred holdings after 2022, reducing direct “skin-in-the-game” in the Fund; Dollar Range classification indicates “None” for GCV in 2023–2024 .
- Stockholder meeting engagement: No director/nominee attendance at annual meetings in 2023 and 2024; while the Fund does not expect directors to attend, some investors view absence from stockholder meetings negatively for accountability .
-
Net view:
- Zizza is an experienced independent director with strong financial oversight roles (Audit; Nominating), but investors should weigh his 2015 SEC settlement history, affiliate fund interests, and limited direct ownership in GCV when assessing governance quality and alignment .
Note: The Board leadership (Lead Independent Director) and committee structures are robust, with independent directors chairing all committees; Audit Charter oversight and meeting cadence are disclosed and stable across years .