Kevin V. Dreyer

About Kevin V. Dreyer

Kevin V. Dreyer (born 1977) is a Trustee of The Gabelli Global Small and Mid Cap Value Trust (GGZ) since February 24, 2016, and is nominated to serve a term through the 2028 Annual Meeting. He is classified as an “interested person” (not independent) due to his affiliation with the Fund’s adviser. Dreyer is Managing Director and Co‑Chief Investment Officer of GAMCO Investors’ Value team and a portfolio manager for Gabelli Funds, LLC and GAMCO Asset Management Inc.; he holds a B.S.E. from University of Pennsylvania and an MBA from Columbia Business School .

Past Roles

External Roles

Board Governance

• Status: Interested Trustee (not independent) based on affiliation with GGZ’s adviser .
• Tenure: Trustee since February 24, 2016; nominated to serve until the 2028 Annual Meeting .
• Committee memberships: No committee assignments disclosed for Mr. Dreyer. Audit Committee members are Birch (Chair), Fahrenkopf, Zizza; Nominating Committee members are Conn (Chair), Colavita, Zizza; Lead Independent Trustee is James P. Conn .
• Board leadership: The proxy states the Board does not have a Chairman and designates a Lead Independent Trustee; it also describes Mario J. Gabelli as Chairman of the Board of Trustees and CIO of the Fund (disclosure inconsistency to note) .
• Meeting cadence and attendance: Board met four times in FY2024; each Trustee attended at least 75% of Board meetings and any committee meetings of which they were members . Audit Committee met two times and Nominating Committee met once in FY2024 .
• Annual meeting attendance: GGZ does not expect Trustees to attend; no Trustee or nominee attended the May 13, 2024 Annual Meeting .

Fixed Compensation

Fund fee schedule for independent trustees (context):

• Annual retainer $3,000; $1,000 per Board meeting; committee members $500 per meeting; Audit Committee Chair $2,000; Nominating Committee Chair $1,000; Lead Independent Trustee $1,000; aggregate remuneration for all Trustees (excl. expenses) was $56,000 for FY2024 .

Performance Compensation

• No performance-based compensation (e.g., RSUs/PSUs/options, bonuses, or metric-linked pay) is disclosed for Trustees; GGZ trustee compensation is structured as cash retainers/meeting fees for independent trustees, with Mr. Dreyer receiving $0 given adviser affiliation .

Other Directorships & Interlocks

• Network ties: Mr. Dreyer’s senior role at GAMI/Gabelli affiliates indicates close affiliation with the Fund’s adviser; GGZ notes several Independent Trustees with roles at Gabelli-related entities, but no such external directorships are listed for Mr. Dreyer .

Expertise & Qualifications

• Education: B.S.E., University of Pennsylvania; MBA (Finance & Economics), Columbia Business School .
• Investment expertise: Value investing; portfolio management; institutional/HNW accounts; leadership as Co‑CIO on Value team .
• Fund governance context: Independent Trustees meet regularly in executive session; committee chairs are independent .

Equity Ownership

• Section 16 filings: Based on GGZ’s review, applicable insiders (including Trustees) complied with Section 16(a) filing requirements in FY2024 .

Governance Assessment

• Strengths:

  • Extensive investment leadership (Co‑CIO, PM) suggests domain expertise valuable for portfolio oversight and strategy discussions .
  • Personal share ownership in both Common and Preferred indicates some alignment, albeit small relative to outstanding shares .

• Concerns and potential conflicts:

  • Mr. Dreyer is an “interested person” due to adviser affiliation, which limits independence and typically precludes service on key committees (e.g., Audit, Nominating); no committee roles are disclosed for him .
  • Concentrated ownership by GAMI and affiliates (34.9% of Common; 50.1% of Preferred) can influence governance dynamics and voting outcomes; while not attributable to Mr. Dreyer personally, it underscores adviser‑affiliate control risk .
  • Board leadership disclosure inconsistency (Board “does not have a Chairman” versus Mario J. Gabelli described as Chairman of the Board of Trustees) may create ambiguity about oversight structure .
  • Trustees do not attend annual shareholder meetings as a matter of practice; none attended in 2024, which may be viewed as lower visible engagement with shareholders .

• Compensation/engagement signals:

  • $0 paid to Mr. Dreyer by the Fund/Fund Complex (for GGZ) reflects adviser affiliation; independent trustees’ compensation is modest and cash‑based—no equity or performance instruments reported for trustees .
  • Attendance met the ≥75% threshold, but GGZ reports only at the aggregate level; no individual attendance rate is disclosed .

RED FLAGS: Interested‑status director tied to adviser; high affiliate ownership concentration; ambiguous chairman disclosure; no annual meeting attendance .