Robert Astorino
About Robert P. Astorino
Independent Trustee since May 13, 2024; born 1967. President of SR Media LLC (public policy, media, government relations advisory) with 30+ years in government and senior management roles at Disney’s ESPN Radio, Sirius-XM, and the Catholic Archdiocese of New York; served two terms as Westchester County Executive. Current advisory/board roles include iHeart Radio Local Advisory Board (NY); previously advisor to AUA Private Equity Partners and board member of Water Lilly Foods .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westchester County (NY) | County Executive (two terms) | — | Oversaw budgets and operations; public service leadership |
| Disney’s ESPN Radio | Senior management | — | Built and managed divisions; personnel, budgets, operations |
| Sirius-XM | Senior management | — | Division development and operational oversight |
| Catholic Archdiocese of New York | Senior management | — | Division leadership and operations |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| iHeart Radio (NY Local Advisory Board) | Member | Current | Advisory capacity |
| AUA Private Equity Partners | Advisor | Prior | Private equity advisory |
| Water Lilly Foods | Board member | Prior | Private company board |
Board Governance
- Board composition: 13 Trustees; Astorino is one of the Independent Trustees (non-“interested” under 1940 Act) .
- Committee assignments: Audit Committee (Salibello—Chair; Fahrenkopf; Zizza) and Nominating Committee (Colavita—Chair; Melarkey; Zizza). Astorino is not listed as a member of these committees or the ad hoc Proxy Voting/Pricing committees in the proxy .
- Lead Independent Trustee: James P. Conn; independent trustees meet regularly in executive session .
- Meeting cadence and attendance: 5 Board meetings in FY2024 (4 quarterly + 1 special); each Trustee then serving attended at least 75% of Board and applicable committee meetings .
- Shareholder meeting attendance: The Fund does not expect Trustees/nominees to attend; none attended the May 13, 2024 annual meeting .
Fixed Compensation
- Fee structure: Annual retainer $18,000; $2,000 per Board meeting; $1,000 per committee meeting; Audit Chair $3,000; Nominating Chair $2,000; Lead Independent Trustee $2,000 .
| Director Fee Structure (2024) | Amount |
|---|---|
| Annual retainer (Independent/eligible Interested Trustees) | $18,000 |
| Per Board meeting fee | $2,000 |
| Per committee meeting fee | $1,000 |
| Audit Committee Chair annual fee | $3,000 |
| Nominating Committee Chair annual fee | $2,000 |
| Lead Independent Trustee annual fee | $2,000 |
| Board meetings held (FY2024) | 5 |
| Attendance threshold disclosed | ≥75% for all Trustees then serving |
| Astorino – FY2024 Compensation | Amount |
|---|---|
| Aggregate compensation from GDV | $17,423 |
| Aggregate compensation from Fund Complex | $17,423 |
| Portfolios overseen in Fund Complex | 1 |
Performance Compensation
- No performance-based director pay disclosed (no bonuses, options, RSUs, or pay tied to revenue/EBITDA/TSR for Trustees) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards (current) | None disclosed for Astorino in GDV proxy |
| Fund Complex roles | Oversees 1 portfolio; no committee chair roles disclosed |
| Interests in Adviser-controlled entities | Proxy states Independent Trustees (subject to noted exceptions) had no interests in Adviser or entities under common control as of 12/31/2024; Astorino not listed among exceptions |
Expertise & Qualifications
- Core skills: Government leadership; media operations; personnel, budget, and operational management .
- Independence: Classified as Independent Trustee; not an “interested person” under the 1940 Act .
- Board experience: New trustee since May 13, 2024; oversees one portfolio within the Gabelli Fund Complex .
Equity Ownership
| Security | Amount Owned | % of Class |
|---|---|---|
| GDV Common Shares | 200 | <1% (*) |
| GDV Series M Preferred | 500 | <1% (*) |
| Dollar Range (as of 12/31/2024) | Fund | Family of Investment Companies |
|---|---|---|
| Astorino – Dollar range classification | B ($1–$10,000) | E (Over $100,000) |
(*) An asterisk indicates less than 1% of shares outstanding .
Governance Assessment
- Positives: Independent status; disclosed ownership (common and preferred) indicating some alignment; 2024 attendance met ≥75% threshold; transparent, modest cash-based fee structure; robust board governance with Lead Independent Trustee and regular executive sessions .
- Engagement/committee signal: As a new trustee (May 2024), Astorino is not listed on Audit/Nominating/ad hoc committees—committee placement would enhance governance impact over time .
- Conflicts/related-party exposure: Proxy notes independent trustees (with specified exceptions) had no interests in Adviser/common-control entities; Astorino not among exceptions .
- Risk indicators and red flags:
- Late Section 16 filing: One late Form 3 in 2024 (procedural compliance lapse) .
- Shareholder meeting attendance: None of the Trustees/nominees attended the May 13, 2024 meeting, though attendance is not expected by the Fund (limits investor-facing visibility) .
- No performance-linked director pay (typical for funds, but provides limited pay-for-performance alignment) .
Overall: Early tenure, independent, and modest ownership; increasing committee participation and consistent timely filings would strengthen investor confidence. Director compensation is standard and cash-heavy with no equity/metric linkage, reducing potential conflicts but also limiting direct performance alignment .