Salvatore Zizza
About Salvatore J. Zizza
Salvatore J. Zizza (born 1945) is an Independent Trustee of The Gabelli Dividend & Income Trust (GDV) since 2003, serving on the Audit, Nominating, ad hoc Proxy Voting, and ad hoc Pricing Committees, and participating in multi-fund ad hoc Compensation Committees across the Gabelli fund complex . He is President of Zizza & Associates Corp., Chairman of Bergen Cove Realty Inc., and holds finance credentials with a B.S. and MBA from St. John’s University (Honorary Doctorate in Commercial Sciences) . Zizza oversees 35 portfolios within the fund complex, indicating deep closed-end fund governance exposure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zizza & Associates Corp. | President | Not disclosed | Private holding company investing across industries |
| Bergen Cove Realty Inc. | Chairman | Not disclosed | Residential real estate oversight |
| BAM (semiconductor and aerospace manufacturing) | Retired Chairman | Not disclosed | Leadership in industrial manufacturing |
| Large NYSE-listed construction company | President, CEO, CFO | Not disclosed | Senior operating and financial leadership |
| Harbor Diversified Inc. | Director and Chairman | 2009–2018 | Board leadership |
| Trans-Lux Corporation | Director and Chairman | Not disclosed | Board leadership in business services |
| Bion Environmental Technologies, Inc. | Director | Not disclosed | Environmental technology governance |
External Roles
| Organization | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| Trans-Lux Corporation | Director & Chairman | Not disclosed | Public company board leadership |
| Harbor Diversified Inc. | Director & Chairman | 2009–2018 | Public company board leadership |
| Bion Environmental Technologies, Inc. | Director | Not disclosed | Public company director |
| Gabelli International Ltd. | Independent Director | Not disclosed | May be deemed under common control with Adviser/Mario J. Gabelli |
Board Governance
- Independence: Classified as Independent Trustee under the 1940 Act; serves on multiple GDV committees including Audit, Nominating, ad hoc Proxy Voting, and ad hoc Pricing; also participates on multi-fund ad hoc Compensation Committees across the fund complex .
- Committee assignments: Audit Committee member (with Salibello, Fahrenkopf); Audit met 2 times in FY2024; Salibello designated financial expert; Zizza determined financially literate .
- Nominating Committee: Member; committee met once in FY2024; chaired by Colavita .
- Attendance/engagement: Board held 5 meetings in FY2024; each Trustee attended at least 75% of Board and committee meetings; GDV does not expect Trustees to attend annual shareholder meetings and none attended the May 13, 2024 meeting .
- Board structure: Lead Independent Trustee is James P. Conn; Independent Trustees chair all committees .
- Scope: Oversees 35 portfolios in the fund complex, reflecting extensive governance workload .
Fixed Compensation
| Component | Policy/Rate | FY2023 (Actual) | FY2024 (Actual) |
|---|---|---|---|
| Annual retainer (Independent & certain Interested Trustees) | $18,000 per year | — | — |
| Board meeting fee | $2,000 per meeting | — | — |
| Committee meeting fee | $1,000 per meeting | — | — |
| Audit Chair premium | +$3,000 annually (not applicable to Zizza) | — | — |
| Nominating Chair premium | +$2,000 annually (not applicable to Zizza) | — | — |
| Lead Independent premium | +$2,000 annually (not applicable to Zizza) | — | — |
| Aggregate compensation from GDV (Zizza) | — | $29,000 | $28,000 |
| Aggregate compensation from Fund Complex (Zizza) | — | $325,500 | $317,137 |
| Board meetings held | — | 4 | 5 |
| Audit Committee meetings held | — | 2 | 2 |
| Nominating Committee meetings held | — | 1 | 1 |
Note: A Trustee may receive a single meeting fee allocated among participating funds for multi-fund meetings, so GDV-reported amounts may not equal policy rates times GDV meeting counts .
Performance Compensation
| Metric/Provision | Status (Directors) |
|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed in proxy; compensation tables list cash retainers/fees only |
| Stock options | Not disclosed in proxy |
| Annual performance bonus | Not disclosed in proxy |
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed in proxy |
| Severance / CIC terms | Not disclosed in proxy |
| Clawback provisions | Not disclosed in proxy |
| Tax gross-ups | Not disclosed in proxy |
Other Directorships & Interlocks
| Connection | Detail | Governance Risk Note |
|---|---|---|
| Affiliated fund director | Independent director of Gabelli International Ltd.; may be deemed under common control with Adviser/Mario J. Gabelli | Interlock within Gabelli complex; monitor independence in conflicted matters |
| Economic interests in Gabelli vehicles | Limited Partner interests in Gabelli Associates Fund ($2,704,106; 1.50%) and Gabelli Performance Partnership L.P. ($378,064; <1%) as of 12/31/2024 | Material LP stakes in Adviser-affiliated vehicles; potential perceived conflict when overseeing Adviser |
| External public boards | Trans-Lux (Chair), Harbor Diversified (Chair; 2009–2018), Bion Environmental Technologies (Director) | Network breadth; assess any GDV business overlap (none disclosed) |
Expertise & Qualifications
- Senior operating and financial leadership (past President/CEO/CFO at a large NYSE-listed construction company) .
- Extensive fund governance experience (member of Audit, Nominating, ad hoc committees; oversees 35 portfolios) .
- Financial credentials: B.S. and MBA in Finance (St. John’s); Honorary Doctorate in Commercial Sciences .
Equity Ownership
| Item | Detail |
|---|---|
| GDV Common Shares owned | 2,586 shares (includes 1,086 shares owned by spouse); <1% of outstanding |
| Dollar range in GDV | $50,001–$100,000 (“D”) as of 12/31/2024 |
| Aggregate dollar range in Fund Family | Over $100,000 (“E”) as of 12/31/2024 |
| Shares pledged/hedged | Not disclosed |
Governance Assessment
- Committee engagement and literacy: Active on Audit and Nominating Committees; Audit Committee deemed financially literate; Audit met 2x in FY2024; Nominating met once—indicates ongoing oversight activity .
- Attendance: Board met 5x in FY2024; all Trustees met at least 75% attendance; however, no Trustees attended the 2024 annual meeting—investor engagement optics are weak for shareholder-facing events .
- Independence and conflicts: Board classifies Zizza as Independent; nevertheless, the 2015 SEC settlement over false statements/omissions regarding a related-party transaction (unaffiliated with GDV) is a historical red flag; Board determined it does not disqualify him .
- Interlocks/economic ties: Material LP interests in Gabelli-affiliated partnerships and board roles within the Gabelli complex may create perceived conflicts when overseeing the Adviser; requires robust recusal and conflict management .
- Pay and alignment: GDV director pay appears cash-only (retainer/meeting fees) with modest direct GDV share ownership; lack of equity-linked compensation or ownership guidelines limits direct economic alignment, though cash levels are within typical closed-end fund norms .
- Controls and compliance signals: Audit Charter pre-approval of auditor services; PwC independence documented; Section 16 compliance generally met in FY2024 (exception noted for Astorino’s late Form 3), none flagged for Zizza .
RED FLAGS: 2015 SEC settlement (Rule 13b2-2) ; non-attendance at annual shareholder meeting ; interlocks and economic stakes in Gabelli-affiliated entities .
Overall: Deep governance experience and committee participation support board effectiveness, but historical SEC settlement and adviser-affiliated interlocks warrant ongoing monitoring of independence, recusals, and investor engagement practices .