Salvatore J. Zizza
About Salvatore J. Zizza
Independent Trustee of The GDL Fund (born 1945), serving since the Fund’s organizational meeting in 2006 and nominated to a new three-year term through the 2028 annual meeting. He is President of Zizza & Associates Corp. (private holding company), with prior leadership across manufacturing, recycling, real estate, technology, and pharmaceuticals, and holds an MBA in Finance and a Bachelor’s degree from St. John’s University, which also awarded him an Honorary Doctorate in Commercial Sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zizza & Associates Corp. | President | Ongoing | Private holding company investor across industries |
| NICO Construction Company, Inc. | President & CFO | 1978–1985 | Led until merger with LVI Group Inc. (NYSE) |
| Chemical Bank | Lending Officer | Not disclosed | Corporate lending experience |
| BAM (Bethlehem Advanced Materials) | Chairman (retired) | Not disclosed | Specialty carbon/graphite/ceramics for semiconductor and aerospace |
| Harbor Diversified Inc. | Director & Chairman | 2009–2018 | Pharmaceuticals; board leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trans-Lux Corporation | Director & Chairman | Director since 2009; Chairman since 2018 | Integrated multimedia systems provider |
| Bion Environmental Technologies, Inc. (NASDAQ: BNET) | Director | Since Feb 15, 2023 | Director; one of four independent directors |
| Gabelli International Ltd. | Independent Director | Ongoing | May be deemed controlled by Mario J. Gabelli/affiliates; under common control with the Adviser |
| Gabelli/GAMCO funds and trusts | Director | Ongoing | Holds directorships at 19 Gabelli/GAMCO funds/trusts |
Board Governance
- Committee memberships: Audit Committee (member), Nominating Committee (member), ad hoc Pricing Committee (member), and both multi-fund ad hoc Compensation Committees (CCO and other closed-end fund officers) .
- Committee chair roles at GDL: Audit Committee Chair – Michael J. Melarkey (also Audit Committee Financial Expert); Nominating Committee Chair – Anthony S. Colavita; Lead Independent Trustee – James P. Conn .
- Independence: Identified as “Independent Trustee” under the 1940 Act, with noted possible exceptions due to affiliations in fund complex documents; Board reviewed his 2015 SEC settlement and determined it does not disqualify him from Independent Trustee service .
- Attendance: Board met four times in 2024; each Trustee attended at least 75% of Board and committee meetings. Audit Committee met two times; Nominating Committee met two times. Trustees were not expected to attend the 2024 annual meeting and none did .
- Years of service: Trustee since 2006; nominated to serve until 2028 Annual Meeting or until successor is duly elected and qualified .
- Executive sessions: Independent Trustees meet regularly in executive session and chair all committees .
Fixed Compensation
| Component | Amount/Policy (FY 2024) |
|---|---|
| Annual retainer (Independent/eligible Trustees) | $9,000 |
| Board meeting fee | $2,000 per meeting attended |
| Committee meeting fee | $1,000 per meeting attended |
| Audit Committee Chair fee | $3,000 per year |
| Nominating Committee Chair fee | $2,000 per year |
| Lead Independent Trustee fee | $2,000 per year |
| Aggregate remuneration paid by GDL to Trustees (excl. expenses) | $113,000 (FY 2024) |
| Person | Aggregate Compensation from GDL (FY 2024) | Aggregate Compensation from Fund Complex (FY 2024) | No. of Funds/Portfolios |
|---|---|---|---|
| Salvatore J. Zizza | $19,000 | $317,137 | 35 |
Performance Compensation
No performance-based compensation, stock awards, options, bonuses, or incentive metrics are disclosed for Trustees of GDL; compensation consists of retainers and meeting/chair fees .
Other Directorships & Interlocks
| Entity | Relationship to Adviser/Complex | Interlock Detail |
|---|---|---|
| Gabelli International Ltd. | May be deemed controlled by Mario J. Gabelli/affiliates | Zizza serves as independent director; potential common control with the Fund’s Adviser |
| Gabelli Associates Fund (LP interest) | Adviser/affiliate-controlled investment vehicle | Zizza LP interests valued at $2,704,106 (1.5% of class) as of Dec 31, 2024 |
| Gabelli Performance Partnership L.P. (LP interest) | Adviser/affiliate-controlled investment vehicle | Zizza LP interests valued at $378,064 (<1% of class) as of Dec 31, 2024 |
Expertise & Qualifications
- Finance, operations, and governance experience spanning public and private companies; previously President/CEO/CFO of a large NYSE-listed construction company .
- Determined financially literate by the Board; serves on audit and nominating committees; MBA and BA in Finance/Political Science from St. John’s University; Honorary Doctorate in Commercial Sciences .
- Oversees 35 portfolios across the Gabelli Fund Complex, indicating broad closed-end fund governance exposure .
Equity Ownership
| Holder | Security | Amount/Nature | Percent of Class | Dollar Range (GDL) | Fund Complex Dollar Range |
|---|---|---|---|---|---|
| Salvatore J. Zizza (spouse) | GDL Common Shares | 1,400 shares owned by spouse | <1% | C ($10,001–$50,000) | E (Over $100,000) |
| Zizza LP Interests | Gabelli Associates Fund | $2,704,106 (1.5% of class) | 1.5% | — | — |
| Zizza LP Interests | Gabelli Performance Partnership L.P. | $378,064 (<1% of class) | <1% | — | — |
Section 16(a) compliance: Based solely on the Fund’s review of Forms 3/4 filed electronically during FY 2024, required persons complied with applicable filing requirements .
Governance Assessment
-
Strengths
- Independent Trustee with extensive finance and operating background; active on Audit and Nominating Committees, and ad hoc pricing, supporting valuation and board refresh oversight .
- Board leadership clarity (Lead Independent, Audit Chair, Nominating Chair) and regular executive sessions contribute to effective oversight .
- Consistent attendance thresholds met; committee activity documented (Audit met twice; Nominating met twice in 2024) .
-
Alignment and Engagement
- Direct beneficial ownership in the Fund reported (1,400 common shares via spouse; Dollar Range C); broad fund complex exposure and compensation reflect significant time commitment to Gabelli complex governance .
- Trustees were not expected to attend the 2024 annual meeting and did not attend; while policy-driven, some investors may prefer visible director-shareholder engagement .
-
Potential Conflicts and RED FLAGS
- SEC settlement (2015) related to alleged false statements/omissions to accountants about a related-party transaction; $150,000 payment and cease-and-desist under Rule 13b2-2. The Board determined it does not disqualify him from Independent Trustee service, but it is a historical compliance red flag warranting ongoing monitoring .
- Interlocks and financial interests with Adviser-affiliated entities (independent director of Gabelli International Ltd.; material LP interests in Gabelli partnerships) may be deemed under common control with the Adviser, introducing potential perceived conflicts that require robust recusal and oversight practices .
- Extensive roles across the Gabelli Fund Complex (35 portfolios overseen; 19 fund/trust directorships reported externally) can create workload/attention dilution concerns; balanced by attendance metrics and committee participation .
-
Compensation Structure
- Purely fixed cash-based structure (retainer/meeting/chair fees) with no equity grants or performance-conditioned pay reduces incentive misalignment risk but provides limited direct linkage to shareholder outcomes; typical for closed-end fund governance .
Overall, Zizza brings deep financial and operating expertise and consistent committee engagement at GDL. Investors should monitor the adequacy of conflict management (recusals, disclosures) given his affiliations and interests with Adviser-related entities and the historical SEC settlement, while recognizing the Board’s documented review and determination of his continued independence under the 1940 Act .