Salvatore J. Zizza
About Salvatore J. Zizza
Salvatore J. Zizza (born 1945) has served as an Independent Trustee of GAMCO Natural Resources, Gold & Income Trust (GNT) since 2008; he is one of two Trustees elected solely by holders of the Fund’s Preferred Shares, with his current term continuing until the 2027 Annual Meeting . He is President of Zizza & Associates Corp. and holds a B.S. and an MBA in Finance from St. John’s University, which also awarded him an Honorary Doctorate in Commercial Sciences . The Board disclosed that in 2015 he settled an SEC matter (Rule 13b2-2 false statements/omissions to accountants in a related party transaction at a company unaffiliated with the Fund), paying $150,000 and agreeing to cease and desist; the Board determined it did not disqualify him from serving as an Independent Trustee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Large NYSE-listed construction company | President, CEO, and CFO | Prior (dates not disclosed) | Senior operating and financial leadership |
| BAM (semiconductor and aerospace manufacturing) | Retired Chairman | Prior (dates not disclosed) | Governance and oversight of manufacturing operations |
| Harbor Diversified Inc. (pharmaceuticals) | Director and Chairman | 2009–2018 | Board leadership |
| Trans-Lux Corporation (business services) | Director and Chairman | Current (dates not disclosed) | Board leadership |
| Bion Environmental Technologies, Inc. | Director | Current (dates not disclosed) | Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gabelli International Ltd. | Independent Director | Current | May be deemed controlled by Mario J. Gabelli/affiliates; thus under common control with Adviser |
| Gabelli Fund Complex (multiple registered funds) | Trustee/Director | Ongoing | Oversees 35 portfolios across the Fund Complex |
Board Governance
- Independence and election: Zizza is an Independent Trustee and one of two Trustees elected solely by Preferred Shareholders; his term runs through the 2027 Annual Meeting .
- Committee assignments: Member, Audit Committee; Nominating Committee; ad hoc Proxy Voting Committee; ad hoc Pricing Committee; and both multi-fund ad hoc Compensation Committees .
- Attendance and meeting cadence: In FY2024, the Board met 4 times; each Trustee attended at least 75% of Board and committee meetings. The Audit Committee met 2 times; the Nominating Committee met once .
- Lead Independent/Executive sessions: The Board has no Chair; James P. Conn serves as Lead Independent Trustee and presides over executive sessions of the Trustees .
- Annual meeting engagement: The Fund does not expect Trustees to attend the annual meeting; no Trustee or nominee attended the May 13, 2024 annual meeting .
Fixed Compensation
| Component | Amount/Policy | FY2024 Actual for Zizza |
|---|---|---|
| Annual board retainer (Independent and Interested Trustees) | $3,000 cash per Trustee | Included in aggregate |
| Board meeting fee | $1,000 per Board meeting attended | Included in aggregate |
| Committee meeting fee | $500 per committee meeting attended | Included in aggregate |
| Audit Committee Chair | Additional $3,000 annually (for Chair) | Not applicable (member, not Chair) |
| Nominating Committee Chair | Additional $2,000 annually (for Chair) | Not applicable (member) |
| Lead Independent Trustee | Additional $2,000 annually (for Lead) | Not applicable (Conn is Lead) |
| Reimbursement of expenses | Out-of-pocket expenses reimbursed | As incurred |
| Aggregate comp from GNT (FY2024) | — | $8,000 |
| Aggregate comp from Fund Complex (FY2024) | — | $317,137 (across 35 portfolios) |
Notes: The Fund’s Trustees received an aggregate $74,000 in FY2024; all Trustees attended at least 75% of meetings .
Performance Compensation
- The proxy discloses only fixed cash compensation (retainers and meeting fees) for Trustees; no equity awards (RSUs/PSUs), options, performance-based bonuses, or incentive metrics are disclosed for Trustees of GNT .
- No severance, change-in-control, clawbacks, or stock ownership guidelines for Trustees are disclosed in the proxy .
Other Directorships & Interlocks
| Company | Role | Type | Interlock/Conflict Considerations |
|---|---|---|---|
| Trans-Lux Corporation | Director and Chairman | Public (business services) | External public company board; no disclosed Fund relationship |
| Harbor Diversified Inc. | Director and Chairman | Public (pharmaceuticals) | Prior role; no current Fund relationship |
| Bion Environmental Technologies, Inc. | Director | Public | External public company board |
| BAM | Retired Chairman | Private/manufacturing | Prior role |
| Gabelli International Ltd. | Independent Director | Investment vehicle | May be deemed under common control with Adviser/Mario J. Gabelli; independence monitored |
Expertise & Qualifications
- Finance and operations executive: Former President/CEO/CFO of a large NYSE-listed construction company; extensive multi-fund oversight (35 portfolios) .
- Education: B.S. and MBA in Finance (St. John’s University); Honorary Doctorate in Commercial Sciences .
- Committee experience: Audit and Nominating committees; ad hoc Proxy Voting and Pricing; multi-fund compensation committees; financially literate per Audit Committee certification (committee-wide) .
Equity Ownership
| Holding | Amount/Range | Owner | % Outstanding | Notes |
|---|---|---|---|---|
| GNT – Dollar range in Fund | C ($10,001–$50,000) | Salvatore J. Zizza | — | As of 12/31/2024 |
| GNT – Series A Preferred shares | 500 shares | Spouse of Salvatore J. Zizza | <1% | Disclosed as spouse’s ownership |
| GNT – Aggregate dollar range in Fund Complex | E (Over $100,000) | Salvatore J. Zizza | — | As of 12/31/2024 |
| Gabelli Associates Fund (affiliate) | $2,704,106 limited partner interests | Salvatore J. Zizza | 1.54% | As of 12/31/2024 |
| Gabelli Performance Partnership L.P. (affiliate) | $378,064 limited partner interests | Salvatore J. Zizza | <1% | As of 12/31/2024 |
Notes: The Trustees and officers as a group owned <1% of total Common and Preferred Shares outstanding; Mr. Zizza’s Fund share ownership is below 1% .
Governance Assessment
- Board effectiveness and engagement: Zizza is broadly engaged across core governance committees (Audit and Nominating) and working groups (Proxy Voting, Pricing, multi-fund Compensation), aligning with deep operational/financial experience and multi-fund oversight responsibilities; attendance met the 75% threshold with regular Board and committee meetings in FY2024 .
- Independence and potential conflicts: He is designated Independent; however, (i) he holds material LP interests in adviser-affiliated funds (e.g., Gabelli Associates Fund at 1.54%) and is an independent director of Gabelli International Ltd., which may be deemed under common control with Adviser/Mario J. Gabelli—both require continued monitoring for independence and related-party exposure . (ii) He settled an SEC matter in 2015 concerning false statements/omissions to accountants about a related-party transaction at an unaffiliated company; while the Board concluded this does not disqualify him, it is a governance red flag warranting heightened diligence .
- Compensation and alignment: Trustee compensation is cash-only (retainers and meeting fees); no equity grants or performance-based incentives are disclosed, which limits direct shareholder-aligned incentives but is standard for closed-end fund boards . His family’s holding of 500 Series A Preferred aligns him with preferred holders, though overall ownership in Fund securities is below 1% .
- Shareholder interaction: The Board does not expect Trustee attendance at annual meetings; none attended in 2024, which may be viewed as low direct engagement but is consistent with Fund policy .
- Overall: Strong committee coverage and financial literacy support oversight quality; independence is formally maintained but proximity to adviser-affiliated entities and past SEC settlement represent monitoring items.
- RED FLAGS: 2015 SEC settlement (Rule 13b2-2) ; adviser-affiliate LP interests and service on entities potentially under common control ; absence from annual meeting (policy) .
- Mitigants: Board’s independence designation; diversified committee roles; Audit Committee oversight with designated financial expert (Heitmann); consistent meeting cadence and attendance compliance .