Salvatore Salibello
About Salvatore M. Salibello
Independent Trustee of The Gabelli Dividend & Income Trust (GDV) since 2003; year of birth 1945. CPA with 40+ years in public accounting; currently Senior Partner at Bright Side Consulting; former Managing Partner at Salibello & Broder LLP and Partner at BDO Seidman LLP. Chair of GDV’s Audit Committee and designated Audit Committee Financial Expert; education includes B.S. in Accounting (St. Francis College) and MBA in Finance (Long Island University). Beneficially owns 10,000 GDV common shares; dollar range “Over $100,000.”
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Salibello & Broder LLP | Managing Partner | 1978–2012 | Led independent registered public accounting firm; public company audit experience |
| BDO Seidman, LLP | Partner | 2012–2013 | Senior audit leadership, large firm practices |
| Bright Side Consulting | Senior Partner | Ongoing | Advisory and consulting leadership |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| LICT Corp. (Telecommunications) | Director | Current | Board oversight; Mario Gabelli serves as LICT Chair & CEO (interlock) |
| Nine West, Inc. (Consumer products) | Director (former) | 2002–2014 | Audit Committee Chair at Nine West |
Board Governance
- Status: Independent Trustee; GDV Board has 13 Trustees with 10 independent; Salibello’s term continues until the 2027 annual meeting .
- Committee assignments: Audit Committee Chair; Audit Committee members are Salibello (Chair), Fahrenkopf, Zizza; Salibello designated Audit Committee Financial Expert .
- Committee activity: Audit Committee met 2 times in FY2024; Nominating Committee met 1 time in FY2024 .
- Board activity and engagement: Board met 5 times in FY2024; each Trustee attended at least 75% of Board and committee meetings .
- Lead Independent Director: James P. Conn; independent trustees meet regularly in executive session and chair all committees .
- Annual meeting attendance: GDV does not expect Trustees/nominees to attend; none attended the May 13, 2024 meeting .
Fixed Compensation
| Component | Structure / Amount | FY2024 Actual (GDV Fund) | FY2024 Fund Complex Total |
|---|---|---|---|
| Annual retainer (Independent Trustees and certain Interested Trustees) | $18,000 cash | — | — |
| Board meeting fee | $2,000 per meeting attended | — | — |
| Committee meeting fee | $1,000 per committee meeting attended | — | — |
| Audit Committee Chair annual fee | $3,000 | — | — |
| Aggregate compensation to Salibello (GDV) | — | $31,000 | — |
| Aggregate compensation to Salibello (Fund Complex) | — | — | $92,500 |
Notes:
- The Board met 5 times in FY2024; Trustees receive per-meeting fees in addition to retainer .
- Trustees are reimbursed for out-of-pocket expenses; no equity grants disclosed for Trustees .
Performance Compensation
- No performance-based compensation disclosed for independent Trustees (no RSUs/PSUs/options or performance metrics tied to pay). GDV’s director compensation comprises cash retainer and meeting/committee fees; compensation table shows cash amounts only .
| Metric Category | Details |
|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed/none |
| Option awards | Not disclosed/none |
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed/none |
| Clawbacks / Change-of-control terms | Not disclosed for Trustees |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock / Conflict Consideration |
|---|---|---|
| LICT Corp. | Salibello is a Director | Mario J. Gabelli is LICT Chair & CEO; Gabelli is also GDV’s Chair and an “interested person” via Adviser affiliation, creating a governance interlock risk |
| Nine West, Inc. | Former Director; Audit Chair | Historical role; no current GDV conflict disclosed |
Expertise & Qualifications
- CPA; extensive audit and financial reporting expertise; designated Audit Committee Financial Expert for GDV .
- Over 40 years in public accounting; prior leadership at Salibello & Broder LLP and partner role at BDO Seidman .
- Education: B.S. Accounting (St. Francis College); MBA Finance (Long Island University) .
Equity Ownership
| Security | Beneficial Ownership | % of Shares Outstanding | Dollar Range (GDV) | Dollar Range (Fund Complex) |
|---|---|---|---|---|
| GDV Common Shares | 10,000 | <1% | Over $100,000 (E) | Over $100,000 (E) |
| GDV Preferred Shares | None disclosed for Salibello | — | — | — |
Additional alignment signals:
- No pledging/hedging disclosures specific to Salibello; Section 16 review indicates overall compliance in 2024 (exception noted only for Astorino’s late Form 3) .
Governance Assessment
- Strengths: Long-tenured independent trustee since 2003 with deep audit credentials; serves as Audit Chair and designated financial expert; Audit Committee active (2 meetings in 2024); Board met 5 times; independent trustees meet in executive session; attendance threshold met (≥75%) .
- Alignment: Holds 10,000 GDV common shares with dollar range “Over $100,000,” supporting skin-in-the-game albeit <1% of outstanding shares; compensation is modest and cash-based, limiting pay-for-performance concerns at the director level .
- Watch items / RED FLAGS:
- Interlock risk: Director at LICT where Mario Gabelli is Chair & CEO; Gabelli controls/affiliates with GDV’s Adviser, raising perceived independence pressure despite 1940 Act “independent” designation for Salibello. Investors should monitor related-party exposure and cross-board dynamics (no specific related-party transaction disclosed for Salibello) .
- Annual meeting engagement: GDV does not expect Trustees to attend and none attended the 2024 meeting; while policy-based, some investors view non-attendance as a signal of lower direct shareholder engagement .
Overall, Salibello’s audit leadership and formal financial expert designation bolster board oversight quality; the LICT/Gabelli interlock is the primary governance risk to monitor for potential conflicts and perceived independence.