Salvatore J. Zizza
About Salvatore J. Zizza
Independent Trustee of Gabelli Global Small and Mid Cap Value Trust (GGZ) since 2013; born 1945. President of Zizza & Associates Corp. and Chairman of Bergen Cove Realty Inc.; previously President, CEO, and CFO of a large NYSE-listed construction company. Designated Audit Committee Financial Expert; holds a Bachelor’s degree and MBA in Finance from St. John’s University, which also awarded him an Honorary Doctorate in Commercial Sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zizza & Associates Corp. | President | During past five years (continuous) | Private holding company across industries |
| Bergen Cove Realty Inc. | Chairman | During past five years (continuous) | Residential real estate leadership |
| Trans-Lux Corporation | Director and Chairman | Not disclosed | Corporate governance leadership |
| Harbor Diversified Inc. | Director and Chairman | 2009–2018 | Board leadership in pharmaceuticals |
| BAM (semiconductor & aerospace) | Retired Chairman | Not disclosed | Oversight of manufacturing operations |
| Large NYSE-listed construction company | President, CEO, CFO | Not disclosed | Senior finance/operator experience |
| Bion Environmental Technologies, Inc. | Director | Not disclosed | Environmental technology oversight |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Gabelli International Ltd. | Independent Director | Public fund | Not disclosed | May be deemed under common control with Adviser |
| Trans-Lux Corporation | Director and Chairman | Public company | Not disclosed | Business services |
| Harbor Diversified Inc. | Director and Chairman | Public company | 2009–2018 | Pharmaceuticals |
| BAM | Retired Chairman | Private/public not specified | Not disclosed | Semiconductor & aerospace |
| Bion Environmental Technologies, Inc. | Director | Public company | Not disclosed | Environmental technology |
Board Governance
- Committees: Audit Committee member; Nominating Committee member; Chairman of the ad hoc Proxy Voting Committee; member of the ad hoc Pricing Committee; member of both multi-fund ad hoc Compensation Committees; designated Audit Committee Financial Expert .
- Independence: Board classifies him as an Independent Trustee under the 1940 Act; note that he is an independent director of Gabelli International Ltd., which may be deemed under common control with the Adviser, and the proxy discloses certain interests in Adviser-affiliated entities (see Related-Party section) .
- Attendance and meetings: Board met four times in FY2024; each Trustee attended at least 75% of Board and committee meetings. Audit Committee met two times in FY2024; Nominating Committee met once in FY2024. Trustees are not expected to attend annual shareholder meetings; none attended the 2024 meeting (May 13, 2024) .
- Board leadership: No Board Chairman; Lead Independent Trustee is James P. Conn; Independent Trustees meet regularly in executive session and chair all committees .
Fixed Compensation
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Annual retainer (cash) | $3,000 per Independent Trustee | $3,000 per Independent Trustee |
| Board meeting fee | $1,000 per Board meeting | $1,000 per Board meeting |
| Committee meeting fee | $500 per committee meeting | $500 per committee meeting |
| Chair fees | Audit Chair $2,000; Nominating Chair $1,000; Lead Independent $1,000 | Audit Chair $2,000; Nominating Chair $1,000; Lead Independent $1,000 |
| Zizza: Aggregate compensation from the Fund | $8,500 | $8,000 |
| Zizza: Aggregate compensation from Fund & Fund Complex (no. of portfolios) | $325,500 (35) | $317,137 (35) |
Performance Compensation
| Metric | Disclosure | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed | Trustee compensation described as cash retainers/meeting fees; no equity awards mentioned |
| Options (strike, vesting) | Not disclosed | No option awards disclosed for Trustees |
| Bonus/Performance metrics (EBITDA/TSR/ESG) | Not disclosed | No performance-tied pay for Trustees disclosed |
| Severance/Change-of-control | Not disclosed | Not applicable to Trustees in proxy |
| Clawback/gross-ups | Not disclosed | Not disclosed for Trustees |
Other Directorships & Interlocks
| Relationship | Entity | Interest/Role | Value/Percent |
|---|---|---|---|
| Independent Director | Gabelli International Ltd. | Board role at a Gabelli-affiliated fund | May be deemed under common control with Adviser |
| Limited Partner Interests | Gabelli Associates Fund | Financial interest | $2,704,106; 1.50% (as of 12/31/2024) |
| Limited Partner Interests | Gabelli Performance Partnership L.P. | Financial interest | $378,064; <1% (as of 12/31/2024) |
These affiliations indicate potential related-party exposure given the Adviser and affiliates’ common control; the Board disclosed and assessed independence with noted exceptions .
Expertise & Qualifications
- Designated Audit Committee Financial Expert under Regulation S-K; Board determined Audit Committee members are financially literate .
- MBA in Finance; senior operating and finance roles (President/CEO/CFO) at a large NYSE-listed construction company .
- Multi-industry board leadership (manufacturing, recycling, real estate, technology, pharmaceuticals) .
Equity Ownership
| Holder | Shares/Class | Percent of Outstanding | Notes |
|---|---|---|---|
| Salvatore J. Zizza | 1,194 Common Shares | <1% | Includes 1,044 shares owned by spouse (implies 150 direct) (as of 12/31/2024) |
| Dollar range in GGZ | “C” ($10,001 – $50,000) | N/A | Valued as of 12/31/2024 |
Trustees and officers as a group owned 34.5% of Common Shares and 50.2% of Preferred Shares (as of 12/31/2024), largely driven by Mr. Gabelli’s holdings; Zizza’s holding is de minimis .
No pledging/hedging disclosures for Zizza were identified in the proxy .
Governance Assessment
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Strengths:
- Deep finance and operating background; designated Audit Committee Financial Expert; active service on Audit and Nominating Committees enhances board effectiveness .
- Regular committee/board engagement; Audit Committee met twice and Nominating once in FY2024; Trustees attended ≥75% of meetings .
- Independent Trustee classification; Independent Trustees meet in executive session and chair committees, with Lead Independent Trustee governance structure .
-
Red flags / Risk indicators:
- SEC settlement (2015) regarding false statements/omissions to accountants on a related-party transaction; $150,000 payment and cease-and-desist; Board concluded it does not disqualify him but it is a governance risk to monitor .
- Financial interests and directorships in Adviser-affiliated entities (Gabelli International Ltd., Gabelli Associates Fund, Gabelli Performance Partnership L.P.), indicating potential related-party exposure under common control with the Adviser .
- Low personal stake in GGZ (1,194 shares, <1%), limiting direct alignment; trustees not expected to attend annual meetings and did not attend the 2024 meeting, a minor engagement signal to monitor .
-
Compensation & alignment:
- Cash-based retainer/meeting fees; no equity or performance-based pay disclosed for Trustees, which limits pay-for-performance alignment but is typical for closed-end fund governance .
- Broad Fund Complex compensation ($317,137 in 2024 across 35 portfolios) reflects multi-fund oversight responsibilities; monitor for potential overboarding/time constraints .
Overall, Zizza brings significant financial oversight experience and committee leadership, but related-party affiliations and the prior SEC settlement merit ongoing scrutiny for conflicts and investor confidence implications .