Carter W. Austin

About Carter W. Austin

Carter W. Austin is Vice President of The GDL Fund and has served as an officer since 2006; his year of birth is 1966, and he is described as a Vice President and/or Ombudsman of closed‑end funds within the Gabelli Fund Complex, while serving as Senior Vice President of Gabelli Funds, LLC since 2015 . The proxy identifies his address as One Corporate Center, Rye, NY 10580‑1422 . The Fund’s proxy statements do not disclose education, age beyond year of birth, or officer‑specific performance metrics such as TSR, revenue growth, or EBITDA growth .

Past Roles

External Roles

No external directorships or outside public company roles are disclosed for Carter W. Austin in GDL’s proxy officer listings .

Fixed Compensation

• Officer compensation at GDL is generally borne by the Adviser; the proxies disclose “officers, if any, who were compensated by the Fund rather than the Adviser” and list only Laurissa M. Martire (e.g., $116,778 in 2024), with no compensation disclosure for Carter W. Austin .
• Accordingly, base salary, target bonus, actual bonus, and any cash compensation for Carter W. Austin are not disclosed at the Fund level .

Performance Compensation

• The proxy statements do not disclose performance‑linked incentives (RSUs/PSUs, options, performance metrics, weighting/targets/payouts, or vesting) for Carter W. Austin; officer equity awards are not reported at the Fund level .
• No clawback provisions, bonus metrics, or ESG targets specific to Carter W. Austin are disclosed in GDL’s proxies .

Equity Ownership & Alignment

• The 2025 proxy lists beneficial ownership for trustees and executive officers. It shows holdings for John C. Ball (32 common shares), Peter Goldstein (0), and Richard J. Walz (0); Carter W. Austin does not appear in the executive officer beneficial ownership table, and no individual ownership is disclosed for him .
• As context, trustees and executive officers as a group held 43.8% of common shares outstanding (driven largely by Mario Gabelli’s affiliated holdings), while individual officer ownership beyond those listed is not disclosed; pledging by officers is not disclosed in the proxy .
• Stock ownership guidelines, hedging or pledging policies, and in‑the‑money option status for Carter W. Austin are not disclosed in the proxy .

Employment Terms

• Employment start date: Vice President since 2006 (officer tenure) .
• Contract terms, auto‑renewal, severance, change‑of‑control (single/double trigger, multiples, accelerated vesting), tax gross‑ups, deferred compensation, pension/SERP value, and perquisites are not disclosed for Carter W. Austin in the proxy statements .

Investment Implications

• Alignment: With compensation borne by the Adviser and no Fund‑level disclosure for Carter W. Austin, direct pay‑for‑performance linkage to GDL (TSR, revenue/EBITDA metrics) is not evidenced; this structure limits visibility into incentive alignment for Fund officers .
• Retention risk: Long tenure (officer since 2006) suggests organizational stability across the Gabelli Fund Complex; retention and incentives likely depend on Adviser policies rather than Fund‑specific arrangements .
• Insider pressure: No disclosed individual ownership or equity awards for Carter W. Austin; absent reported holdings, near‑term insider selling pressure tied to vesting schedules or options is not indicated at the Fund level .
• Governance: Officer roles span the Gabelli Fund Complex; board oversight and committee structures focus on fund operations and compliance rather than officer incentive mechanics, further reducing direct insight into pay/performance economics for this executive .