Mario J. Gabelli

About Mario J. Gabelli

Mario J. Gabelli, CFA, is Trustee and Chief Investment Officer (Value Portfolios) of The GDL Fund (since 2006). He is Chair, Co‑Chief Executive Officer, and Chief Investment Officer – Value Portfolios of GAMCO Investors, Inc., and Chief Executive Officer/controlling shareholder of GGCP, Inc.; he serves as Executive Chair of Associated Capital Group, Inc. . Education: BA Fordham University; MBA Columbia Business School; honorary doctorates from Fordham and Roger Williams University . Year of birth: 1942 . Fund-level performance metrics (TSR, revenue/EBITDA growth) are not disclosed in the proxy; skip.

Past Roles

External Roles

Board Governance (GDL)

• Role and tenure: Trustee since fund organization (2006); current term runs until the 2027 Annual Meeting .
• Independence: Classified as “Interested Trustee” due to affiliation with the Adviser; independent trustees chair all committees .
• Board leadership: No Board Chair; Lead Independent Trustee is James P. Conn, who presides over executive sessions and serves as liaison among trustees and service providers .
• Committees: Audit (Chair: Michael J. Melarkey; members Colavita, Zizza), Nominating (Chair: Colavita; member Zizza), ad hoc Proxy Voting and ad hoc Pricing; multi‑fund ad hoc Compensation Committees oversee CCO and certain officer compensation for the complex .
• Attendance: Trustees met 4 times in 2024; each trustee attended ≥75% of Board/committee meetings . In 2023, 5 meetings; ≥75% attendance .
• Dual-role implications: As an Interested Trustee and the Fund’s CIO, Mr. Gabelli is not independent; mitigants include lead independent structure and independent committee chairs .

Fixed Compensation

Director pay structure (for independent trustees and certain interested trustees other than Mr. Gabelli): Annual retainer $9,000; $2,000 per Board meeting; $1,000 per committee meeting; Audit Chair $3,000; Nominating Chair $2,000; Lead Independent Trustee $2,000 .

Performance Compensation

• No stock awards, options, bonuses, PSU/RSU, or performance metrics are disclosed at the Fund level for Mr. Gabelli; trustees are compensated via fees only, and Mr. Gabelli receives $0 from the Fund .
• No vesting schedules, change‑in‑control accelerations, or clawbacks are disclosed for Mr. Gabelli at the Fund level; skip.

Equity Ownership & Alignment

Common share beneficial ownership

Preferred share beneficial ownership (Series E)

Ownership breakdown by entity (Common shares)

Notes:

• Mr. Gabelli disclaims beneficial ownership of shares owned by affiliated entities in excess of his indirect pecuniary interest .
• Outstanding share counts (context): 11,872,761 common and 2,832,500 Series E preferred as of 2024 record date; 11,243,690 common as of 2025 record date .
• Control share statute (Delaware Statutory Trust Act) applies thresholds limiting voting rights for “control shares” acquired on/after Aug 1, 2022 unless approved; Board has exempted only certain preferred offerings; no other exemptions granted .

Insider filings and trading pressure:

• Section 16 compliance: Fund reported one late Form 4 by Mr. Gabelli in 2023; otherwise compliant for 2024 .
• No pledging/hedging disclosures for Mr. Gabelli at the Fund level; skip.

Employment Terms

• Employment agreement, severance, change‑of‑control, non‑compete/solicit: Not disclosed at the Fund level; Mr. Gabelli is affiliated with the Adviser (Gabelli Funds, LLC/GAMCO), and receives no compensation from the Fund .
• Start in current Fund role: Trustee and CIO since 2006 .

Related Party and Governance Considerations

• Interested status: Mr. Gabelli is an “interested person” due to Adviser affiliation; independent trustees (Conn as Lead) chair committees and meet in executive session .
• Independent trustee relationships: Certain independent trustees have interests in entities under common control with the Adviser (e.g., Zizza LP interests in Gabelli partnerships); Board notes and allows service after review .
• SEC matter (board context): Independent trustee Salvatore J. Zizza settled an SEC inquiry in 2015 with a cease‑and‑desist and $150,000 payment; Board determined it does not disqualify him from serving .

Director Compensation (Board context)

Compensation Committee Analysis

• Compensation oversight for fund officers is handled via multi‑fund ad hoc Compensation Committees; Audit and Nominating operate at fund level; Mr. Gabelli’s compensation is not set or paid by the Fund .

Investment Implications

• Alignment: Extremely high economic alignment via large beneficial stake in GDL common (≈44% of class in 2024) and prior significant preferred holdings; watch for any Form 4 activity that could signal liquidity needs or structural changes .
• Governance mitigants: Despite dual roles and Adviser affiliation (Interested Trustee), independent leadership (Lead Independent Trustee) and committee control by independents provide oversight; however, related-party complexities across the Gabelli complex warrant continued monitoring, especially interests of independent trustees in Adviser‑controlled entities .
• Voting/control dynamics: Delaware control share statute may limit voting rights on future acquisitions above thresholds absent shareholder approval; implications for activism/strategic transactions are non‑trivial in closed‑end fund context .
• Trading signals: Track NAV discount dynamics relative to large insider ownership and any control share votes; monitor proxy disclosures for changes in board composition/committee roles and any Section 16 events (late filings or cluster trades) .