Mario Gabelli
About Mario Gabelli
Mario J. Gabelli (born 1942) serves as Chair of the Board of Trustees and Chief Investment Officer of The Gabelli Dividend & Income Trust (GDV), roles he has held since 2003; he is an “interested” trustee due to his affiliation with the Fund’s adviser . He is Chair, Co-CEO, and CIO – Value Portfolios at GAMCO Investors/GAMI, Executive Chair of Associated Capital Group (ACG), CEO/CIO/director and controlling shareholder of GGCP, Inc., and Chair of MJG Associates; education includes a B.A. from Fordham and an MBA from Columbia Business School . Fund proxies do not disclose GDV-specific TSR/revenue/EBITDA performance metrics tied to his compensation; GDV’s board met five times in 2024, with at least 75% attendance by trustees, and independent trustee fees totaling $299,000 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GDV | Chair of the Board of Trustees; Chief Investment Officer | Since 2003 | Long-tenured leadership of closed-end fund; oversight of investment strategy |
| GAMCO Investors (GAMI/GBL) | Chair; Co-CEO; CIO – Value Portfolios | Ongoing (past five years) | Leadership of affiliated adviser, driving value strategies across fund complex |
| GGCP, Inc. | CEO, CIO, Director; Controlling shareholder | Ongoing | Control stake over adviser complex; governance influence |
| MJG Associates, Inc. | Chairman | Ongoing | Investment manager of various funds/accounts |
| LICT Corporation | Chairman (since 2004); CEO (since Dec 2010) | 2004–present; CEO since 2010 | Oversight of broadband/communications company; capital allocation |
| Morgan Group Holding Co. | Chairman (2001–Oct 2019); CEO (2001–Nov 2012) | 2001–2019 (Chair); 2001–2012 (CEO) | Led a public holding company; portfolio management and exits |
| CIBL, Inc. | Director (since 2007); Executive Chair (since Feb 2020) | 2007–present; Exec Chair since 2020 | Oversight of broadcasting/wireless holding company |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Associated Capital Group (ACG) | Executive Chair | Ongoing | Alternative asset mgmt and institutional research; affiliate governance |
| Columbia University Graduate School of Business | Overseer | Ongoing | Academic oversight; network and thought leadership |
| Boston College; Roger Williams University | Trustee | Ongoing | Non-profit governance; education sector engagement |
| Winston Churchill Foundation; E.L. Wiegand Foundation; American-Italian Cancer Foundation; Foundation for Italian Art and Culture | Director | Ongoing | Philanthropy and civic leadership |
| Gabelli Foundation, Inc. | Chairman | Ongoing | Charitable trust; strategic philanthropy |
| Field Point Park Association, Inc. | Co-President | Ongoing | Community leadership |
Fixed Compensation
| Year | Role at GDV | Cash Retainer | Meeting Fees | Committee Fees | Chair/Lead Fees | Aggregate Paid to Independent Trustees |
|---|---|---|---|---|---|---|
| 2013 | Trustee (board-level policy) | $18,000 | $2,000/Board meeting | $1,000/committee meeting | Audit Chair $3,000; Nominating Chair $2,000; Lead Independent $2,000 | $251,500 |
| 2017 | Trustee (board-level policy) | $18,000 | $2,000/Board meeting | $1,000/committee meeting | Same as above | $226,908 |
| 2020 | Trustee (board-level policy) | $18,000 | $2,000/Board meeting | $1,000/committee meeting | Same as above | $300,500 |
| 2022 | Trustee (board-level policy) | $18,000 | $2,000/Board meeting | $1,000/committee meeting | Same as above | $325,100 |
| 2024 | Trustee (board-level policy) | $18,000 | $2,000/Board meeting | $1,000/committee meeting | Same as above | $299,000; Board met 5 times; ≥75% attendance |
- Mario Gabelli historically received $0 aggregate compensation from the Fund in FY2014 as an “interested” Trustee; independent trustees received fees per policy . Officers employed by the Adviser receive no compensation from the Fund, reinforcing the separation for affiliated personnel .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Not disclosed for Mario Gabelli at GDV | — | — | — | — | — | — |
- GDV’s proxy statements do not disclose any bonus, stock awards (RSUs/PSUs), or option-based pay for Mario Gabelli in his capacity as an “interested” trustee; the board compensation framework for GDV is cash-based for independent trustees .
Equity Ownership & Alignment
| Metric | 2013 | 2014 | 2023 | 2024 |
|---|---|---|---|---|
| Common Shares Beneficially Owned | 830,950 (131,549 direct; 699,401 via GAMCO affiliates) | 635,004 (130,704 direct; 504,300 via GAMCO affiliates) | 769,312 (139,312 direct; 630,000 via Associated Capital Group) | 782,512 (143,512 direct; +626,000 via ACG; +10,000 GGCP; +3,000 Gabelli Foundation) |
| % of Common Shares Outstanding | 1.0% | * (<1%) | * (<1%) | * (<1%) |
| Preferred Shares Beneficially Owned | 8 Series B (small) | 8 Series B (small) | 8 Series B (small) | 10,711,500 Series M (via Mr. Gabelli and affiliates; see breakdown) |
| % of Series M Preferred Outstanding | — | — | — | 47.8% |
Breakdown of 2024 Series M Preferred holdings: 3,211,500 by Mr. Gabelli personally; 3,100,000 by ACG; 1,900,000 by Gabelli Foundation; 600,000 by GAMCO Investors; 1,500,000 by GGCP, Inc.; 400,000 by GAMCO Asset Management; Mr. Gabelli disclaims beneficial ownership beyond his indirect pecuniary interest in affiliate-held shares .
- Total GDV shares outstanding (record date 2025 proxy): 89,033,528 Common; 15,000,000 Series M Preferred; other preferred series also outstanding .
- Pledging/hedging: No pledging or hedging disclosures for Mr. Gabelli in GDV proxies; ownership categories include direct and affiliate holdings with standard Rule 13d-3/16a-1 determinations and disclaimers .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment contract; severance; change-of-control (single/double-trigger); non-compete; non-solicit; clawbacks; tax gross-ups; deferred comp; pension/SERP; perquisites | Not disclosed for Mario Gabelli in his capacity as GDV Chair/CIO; GDV trustees are compensated per board policy, and affiliated personnel are not compensated by the Fund . |
Board Governance
- Committee memberships: Audit Committee and Nominating Committee are composed of independent trustees (e.g., Audit: Salibello (Chair), Fahrenkopf, Zizza; Nominating: Colavita (Chair), Melarkey, Zizza in 2023), indicating Mario Gabelli is not on these committees . In 2022, Audit Committee: Salibello (Chair), Fahrenkopf, Zizza; Nominating: Nakamura (Chair), Melarkey, Zizza .
- Board leadership: The Board affirms its leadership structure as appropriate, with periodic review; Mario Gabelli is an “interested” trustee due to adviser affiliation (Independence considerations under the 1940 Act) .
- Attendance: Trustees met four to five times annually across recent years, with at least 75% attendance thresholds met by trustees and committee members .
- Control share framework: The Fund references Delaware Statutory Trust Act control share acquisitions in the 2025 proxy, relevant to voting rights mechanics .
Director Compensation
| Year | Mario Gabelli (Aggregate from GDV) | Independent Trustee Policy (Cash) | Notes |
|---|---|---|---|
| 2014 | $0 | $18,000 retainer; $2,000 per Board meeting; $1,000 per committee meeting; Audit Chair $3,000; Nominating Chair $2,000; Lead Independent $2,000 | Officers employed by Adviser receive no compensation from Fund |
| 2017 | Not separately itemized for Mario; policy unchanged | Policy per above; aggregate independent compensation $226,908 | — |
| 2020 | Not separately itemized for Mario; policy unchanged | Policy per above; aggregate independent compensation $300,500 | — |
| 2022 | Not separately itemized for Mario; policy unchanged | Policy per above; aggregate independent compensation $325,100 | — |
| 2024 | Not separately itemized for Mario; policy unchanged | Policy per above; aggregate independent compensation $299,000; Board met five times | — |
Related Party and Interlocks
- Independence designations and committee membership confirm separation: independent trustees serve on key committees; Mario Gabelli is “interested” given adviser affiliation .
- Affiliate relationships: Independent trustees report interests in adviser-controlled entities (e.g., Gabelli Associates vehicles, LICT, CIBL), reflecting broader complex interlocks; these are disclosed with amounts/percentages and independence determinations by the Board .
- Concentrated preferred ownership: Mr. Gabelli and affiliates collectively beneficially own 47.8% of Series M Preferred, a governance consideration for preferred class voting .
Risk Indicators & Red Flags
- Dual role and control: Chair/CIO of GDV while controlling shareholder at GGCP and executive leadership at affiliated adviser entities increases potential conflict-of-interest risk; mitigated by independent committee structures .
- Ownership concentration: Significant Series M preferred ownership by Mr. Gabelli and affiliates (47.8%) can influence preferred voting outcomes; common class also features large external holders (e.g., Saba Capital 6.8%; Morgan Stanley 7.7%) which may drive activism dynamics .
- Pay-for-performance: No variable or equity-based director compensation at GDV; limits misalignment risk from equity grants but provides minimal direct performance-linked incentives .
Compensation Structure Analysis
- Cash-only board framework: GDV compensates independent trustees via fixed retainer and meeting fees; no RSUs/PSUs/options for trustees are disclosed; Mario Gabelli received $0 in FY2014 from the Fund, consistent with treatment of affiliated personnel .
- No evidence of repricing/modification/guaranteed pay shifts: Proxy disclosures show stable fee schedules across years; no performance metric target changes or discretionary bonuses reported for trustees .
Equity Ownership & Alignment (Detail)
| Holder | Class | Shares | Notes |
|---|---|---|---|
| Mario J. Gabelli | Common | 143,512 (direct portion of total 782,512) | Direct ownership alongside affiliate holdings (ACG, GGCP, Gabelli Foundation) |
| Mario J. Gabelli and affiliates (ACG, GGCP, Gabelli Foundation, GAMCO entities) | Series M Preferred | 10,711,500 (47.8% of class) | Aggregated affiliate holdings with beneficial ownership disclaimers |
| Mario J. Gabelli | Historical common | 830,950 (2013); 635,004 (2014); 769,312 (2023) | Multi-year context with shifting affiliate attribution |
- Stock ownership guidelines, pledging/hedging, options/exercisables: Not disclosed in GDV proxies for trustees .
Investment Implications
- Alignment: Mario Gabelli’s substantial affiliated ownership of Series M Preferred (47.8%) signals strong economic exposure and influence within the preferred class; common share ownership remains <1% directly/indirectly via affiliates, limiting direct common alignment but reflecting long-term engagement with GDV’s fund complex .
- Governance: As an “interested” Chair/CIO with deep adviser affiliations (GGCP/ACG/GAMCO), independence concerns are mitigated through independent Audit and Nominating Committees, yet related-party interlocks warrant continued monitoring, especially amid external holders (Saba, Morgan Stanley) who may catalyze governance actions .
- Compensation pressure: Lack of equity awards or performance-linked pay for trustees reduces insider selling pressure and eliminates equity-based incentive misalignment, but also limits direct pay-for-performance signaling at the board level .
- Trading signals: Preferred-class dynamics—given concentrated holdings by Mr. Gabelli/affiliates—may impact outcomes on matters requiring preferred votes; activism among common holders can create event risk around governance/voting mechanics (e.g., control share provisions under Delaware Statutory Trust Act) .