Salvatore J. Zizza
About Salvatore J. Zizza
Salvatore J. Zizza (born 1945) is an Independent Trustee of The Gabelli Global Utility & Income Trust (GLU), serving since 2004, and oversees 35 portfolios within the Gabelli Fund Complex . He is President of Zizza & Associates Corp. (private holding company) and Chairman of Bergen Cove Realty Inc. (residential real estate) . He holds a Bachelor’s degree and an MBA in Finance from St. John’s University and has an Honorary Doctorate in Commercial Sciences from St. John’s .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Large NYSE-listed construction company | President, CEO, and CFO | Not disclosed | Senior operating and financial leadership |
| BAM (semiconductor and aerospace manufacturing) | Retired Chairman | Not disclosed | Oversight of manufacturing businesses |
| Harbor Diversified Inc. (pharmaceuticals) | Director and Chairman | 2009–2018 | Board leadership |
| Trans-Lux Corporation (business services) | Director and Chairman | Not disclosed | Board leadership |
| Bion Environmental Technologies, Inc. | Director | Not disclosed | Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gabelli International Ltd. | Independent Director | Not disclosed | May be deemed controlled by Mario J. Gabelli and/or affiliates; potential common control with GLU’s Adviser |
| Other funds in the Gabelli Fund Complex | Trustee/Committee Member | Ongoing | Serves on comparable committees across funds in the complex |
Board Governance
- Independence: All GLU Trustees are Independent Trustees under the 1940 Act; Zizza is designated independent with a footnote about service at Gabelli International Ltd. potentially under common control with the Adviser .
- Leadership: No Board Chair; James P. Conn is the Lead Independent Trustee, presiding over executive sessions and serving as liaison between meetings .
- Committees (GLU): Zizza is a member of the Audit Committee, Nominating Committee, ad hoc Proxy Voting Committee, ad hoc Pricing Committee, and both multi-fund ad hoc Compensation Committees .
- Committee Chairs: Audit and Nominating Committees are chaired by Vincent D. Enright; Enright is designated Audit Committee Financial Expert .
- Attendance: In FY2024, the Board met four times; each Trustee then serving attended at least 75% of Board meetings and of any committee of which he or she is a member .
- Committee Activity: Audit Committee met twice in FY2024; Nominating Committee met twice in FY2024 .
- Annual Meeting Engagement: Trustees and nominees were not expected to attend the annual meeting; none attended the May 13, 2024 meeting .
Fixed Compensation
| Component | Amount/Structure | Source |
|---|---|---|
| Annual retainer (Independent Trustee) | $3,000 cash | |
| Board meeting fee | $1,000 per Board meeting attended | |
| Committee meeting fee | $500 per committee meeting attended | |
| Audit Committee Chair fee | $3,000 annual | |
| Nominating Committee Chair fee | $2,000 annual | |
| Lead Independent Trustee fee | $1,000 annual | |
| Aggregate remuneration paid by GLU to Trustees (FY2024) | $66,646 (excludes out-of-pocket expenses) |
| Individual Compensation (FY2024) | From GLU (Cash) | From Fund Complex (Cash) | Number of Funds |
|---|---|---|---|
| Salvatore J. Zizza | $8,000 | $317,137 | 35 |
Performance Compensation
| Metric Category | Disclosure | Notes |
|---|---|---|
| Equity grants (RSUs/PSUs) | Not disclosed; director compensation presented as cash retainers/meeting fees | No stock awards or options disclosed for Trustees |
| Options (strike, vesting) | Not disclosed | — |
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed | — |
| Clawbacks/COC/severance | Not disclosed for Trustees | — |
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Gabelli International Ltd. | Independent Director | May be under common control with Adviser; creates affiliation proximity |
| Trans-Lux Corporation | Director and Chairman | External public company role |
| Harbor Diversified Inc. | Director and Chairman (2009–2018) | Historical external role |
| BAM (semiconductor/aerospace) | Retired Chairman | Historical external role |
| Bion Environmental Technologies, Inc. | Director | External role |
Expertise & Qualifications
- Financial and operating leadership: Former President, CEO, and CFO of a large NYSE-listed construction company, indicating deep finance and operations expertise .
- Education: Bachelor’s and MBA in Finance from St. John’s University; Honorary Doctorate in Commercial Sciences .
- Fund complex governance: Active service across Gabelli Fund Complex committees, including multi-fund compensation oversight .
Equity Ownership
| Holder | GLU Common Shares | % of Shares Outstanding | Dollar Range in GLU | Aggregate Dollar Range in Fund Complex |
|---|---|---|---|---|
| Salvatore J. Zizza | 0 | <1% | A (None) | E (Over $100,000) |
| Interests in Adviser-Affiliated Vehicles (Potential Related-Party Exposure) | Instrument | Value | % of Class |
|---|---|---|---|
| Gabelli Associates Fund | Limited Partner Interests | $2,704,106 | 1.54% |
| Gabelli Performance Partnership L.P. | Limited Partner Interests | $378,064 | <1% |
- Section 16 compliance: Based on GLU’s review of Forms 3 and 4 in FY2024, the Fund believes applicable persons complied with filing requirements .
Governance Assessment
- Committee engagement and skills: Zizza serves on Audit and Nominating Committees plus ad hoc Proxy Voting and Pricing Committees, and multi-fund compensation committees—demonstrating broad governance involvement; he is not a committee chair at GLU, while Enright chairs Audit and Nominating and Conn serves as Lead Independent .
- Independence with affiliation proximity: While designated independent, Zizza’s role at Gabelli International Ltd. and material LP interests in Gabelli-affiliated funds create proximity to entities potentially under common control with GLU’s Adviser; Boards note independence but investors should monitor for perceived conflicts .
- Alignment: Zizza reports no GLU share ownership (Dollar Range A: None), suggesting limited “skin-in-the-game” at the fund level, offset by substantial aggregate holdings across the fund complex; alignment at GLU specifically is weak .
- Attendance and engagement: The Board met four times in FY2024 with each Trustee attending at least 75% of Board and committee meetings—meeting minimum engagement norms; Audit and Nominating met twice each .
- Compensation signals: Compensation is cash-based (retainers/meeting fees) with no disclosed equity or performance-based components for Trustees, limiting pay-for-performance alignment but consistent with closed-end fund governance practices; Zizza’s complex-wide compensation totaled $317,137 across 35 funds in FY2024 .
- Legal/Regulatory risk indicator: In 2015, Zizza settled an SEC inquiry related to false statements or omissions to accountants regarding a related party transaction (non-GLU company), paying $150,000 and agreeing to cease and desist; GLU’s Board determined this does not disqualify him from Independent Trustee service—still a historical red flag to note .
RED FLAGS
- SEC settlement (2015) regarding related-party disclosure to accountants; Board deemed non-disqualifying but remains a governance risk signal .
- Affiliation proximity via service at Gabelli International Ltd. and significant LP interests in Gabelli-affiliated vehicles, potentially under common control with Adviser .
- No GLU share ownership, limiting direct fund-level alignment .
Mitigants
- Independent Trustee designation; Audit Committee Financial Expert and strong committee chair structure (Enright) with Lead Independent oversight (Conn) .
- Documented attendance thresholds met in FY2024; active committee cadence .
Overall, Zizza brings extensive financial and board experience and participates across key GLU committees, but investors should weigh affiliation proximity and historical SEC settlement against current independence designations and the committee-led oversight framework .