Mario J. Gabelli
About Mario J. Gabelli
Mario J. Gabelli (born 1942) serves as Trustee and Chief Investment Officer of The Gabelli Healthcare & WellnessRx Trust (GRX), and has served on this Board since the Fund’s organizational meeting in 2007 . He holds a B.S. from Fordham University and an MBA from Columbia Business School, with honorary doctorates from Fordham and Roger Williams; he is also a CFA charterholder . Beyond GRX, he is Chairman, Co-CEO, and CIO of Value Portfolios at GAMCO Investors, Inc.; CEO/CIO/director and controlling shareholder of GGCP, Inc.; Executive Chair of Associated Capital Group, Inc.; and CIO of Value Portfolios at Gabelli Funds, LLC and GAMCO Asset Management Inc., among other roles . As an “interested” Trustee due to affiliation with the Adviser, he is not independent; GRX’s Board uses a Lead Independent Trustee structure, with committees chaired by independent Trustees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LICT Corporation | Chair (since 2004); CEO (since Dec 2010) | 2004–present; CEO since Dec 2010 | Leadership of broadband/communications company |
| CIBL, Inc. | Director (since 2007); Executive Chair (since Feb 2020) | 2007–present; Exec Chair since Feb 2020 | Oversight of public holding company |
| Morgan Group Holding Co. | Chair (2001–Oct 2019); CEO (2001–Nov 2012) | 2001–2019 (Chair); 2001–2012 (CEO) | Leadership of holding company |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| GAMCO Investors, Inc. | Chairman, Co-CEO, CIO (Value Portfolios) | Ongoing | OTC-listed asset manager and financial services company |
| GGCP, Inc. | CEO, CIO, Director, Controlling Shareholder | Ongoing | Majority owner of GAMI |
| Associated Capital Group, Inc. | Executive Chair | Ongoing | Alternative management and institutional research services |
| Gabelli Funds, LLC; GAMCO Asset Management Inc. | CIO (Value Portfolios) | Ongoing | Asset management subsidiaries |
| Columbia University Graduate School of Business | Overseer | Ongoing | Academic governance |
| Boston College; Roger Williams University | Trustee | Ongoing | Academic governance |
| Winston Churchill Foundation; E.L. Wiegand Foundation; American-Italian Cancer Foundation; Foundation for Italian Art and Culture | Director | Ongoing | Non-profit boards |
| Gabelli Foundation, Inc. | Chair | Ongoing | Private charitable trust |
| Field Point Park Association, Inc. | Co-President | Ongoing | Community association |
Fixed Compensation
GRX pays each Independent Trustee and certain Interested Trustees fixed cash fees (annual retainer $3,000; $1,000 per Board meeting; $500 per committee meeting; Committee Chair additional fees—Audit $3,000; Nominating $2,000; Lead Independent Trustee $1,000). Gabelli received $0 from GRX and $0 from the Fund Complex for FY2022–FY2024 .
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual retainer (Independent/eligible Interested Trustees) | $3,000 per trustee | $3,000 per trustee | $3,000 per trustee |
| Board meeting fee | $1,000 per meeting | $1,000 per meeting | $1,000 per meeting |
| Committee meeting fee | $500 per meeting | $500 per meeting | $500 per meeting |
| Audit Chair annual fee | $3,000 | $3,000 | $3,000 |
| Nominating Chair annual fee | $2,000 | $2,000 | $2,000 |
| Lead Independent annual fee | $1,000 | $1,000 | $1,000 |
| Aggregate GRX remuneration to Trustees | $82,500 | $80,713 | $65,000 |
| Mario J. Gabelli – Aggregate Compensation from GRX | $0 | $0 | $0 |
| Mario J. Gabelli – Aggregate Compensation from Fund Complex | $0 | $0 | $0 |
Performance Compensation
| Element | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Not disclosed | — | — | — | — | — | — |
- GRX’s proxy states fixed cash fees for trustees; it does not disclose equity awards, options, or performance-based compensation for trustees. Gabelli (an “interested” Trustee) received $0 from GRX and the Fund Complex for FY2022–FY2024 .
Equity Ownership & Alignment
Multi-year beneficial ownership (Common and Preferred). Note: amounts include direct and indirect holdings via affiliates; Mr. Gabelli disclaims beneficial ownership beyond his indirect pecuniary interest for affiliate-held shares .
| Class | FY 2023 (as of 12/31/2022) | FY 2024 (as of 12/31/2023) | FY 2025 (as of 12/31/2024) |
|---|---|---|---|
| Common Shares – Amount | 521,367 | 544,347 | 590,533 |
| Common Shares – % of Class | 3.1% | 3.4% | 3.8% |
| Series E Preferred – Amount | 2,114,000 | 2,114,000 | 1,744,000 |
| Series E Preferred – % of Class | 33.1% | 38.9% | 32.3% |
| Series G Preferred – Amount | Not reflected; initial Series G issuance Jan 18, 2023 | 300,000 | 1,210,000 |
| Series G Preferred – % of Class | — | 5.5% | 22.4% |
- 5% holders include GAMCO Investors, Inc. & affiliates in the Preferred, with breakdown across entities (including Gabelli Foundation Inc., ACG, GAMCO Asset Management Inc.) and Gabelli’s direct holdings; Gabelli disclaims beneficial ownership beyond indirect pecuniary interest in affiliates .
- No pledging of GRX shares by Mr. Gabelli is disclosed in the reviewed proxy statements; Section 16(a) filings were reported as timely for FY2022–FY2024 .
Employment Terms
| Item | Disclosure |
|---|---|
| Role at GRX | Trustee and Chief Investment Officer |
| Officer tenure | Officers hold office for an indefinite term until resignation/retirement or successor elected |
| Trustee terms | Board divided into three classes with three-year terms; Gabelli’s class term continues until 2026 Annual Meeting |
| Employment contract | Not disclosed for GRX; officers/trustees compensated via Board fee framework; no executive employment agreement disclosed |
| Severance/change-of-control | Not disclosed for trustees/officers; governance includes Delaware Statutory Trust control share statute affecting voting rights at ownership thresholds, not compensation |
| Clawback/ownership guidelines | Not disclosed for trustees |
Board Governance
- Structure: No Board Chairman; Lead Independent Trustee (James P. Conn) presides over executive sessions and liaises between meetings .
- Independence: Gabelli is an “interested person” of the Fund due to Adviser affiliation; committees are chaired and composed by Independent Trustees .
- Committees and roles:
- Audit Committee: Members Enright (Chair/Financial Expert), Conn, Zizza; met two times in FY2024; oversight roles per charter .
- Nominating Committee: Members Enright (Chair), Conn, Zizza; met once in FY2024; candidate selection and qualifications .
- Ad hoc Committees: Proxy Voting; Pricing; multi-fund ad hoc Compensation Committees for Chief Compliance Officer and certain closed-end fund officers .
- Meetings/attendance: FY2022 (five meetings; aggregate remuneration $82,500; ≥75% attendance) ; FY2023 (five meetings; aggregate $80,713; ≥75% attendance) ; FY2024 (four meetings; aggregate $65,000; ≥75% attendance) .
- Director compensation specifics: as in Fixed Compensation above .
- Lead Independent Director role is active; executive sessions held regularly .
Related Party and Control Considerations
- Independence notes: Proxy footnotes detail multiple Independent Trustees’ relationships with entities under common control with the Adviser and/or affiliates of Mario J. Gabelli; Board assessed and maintained independence as appropriate .
- Control share statute: GRX, as a Delaware statutory trust, is subject to control share acquisition restrictions; voting rights for “control shares” are curtailed unless approved/exempted, with thresholds at 10%, 15%, 20%, 25%, 30%, and majority voting power; Board exempted certain preferred share acquisitions directly from Fund/distributor .
- Ownership concentration: Preferred ownership concentrated among GAMCO and affiliates with detailed breakdown including Gabelli’s direct holdings; Saba Capital holds >5% of Common .
Performance & Track Record
- Biography summary: Gabelli oversees or manages numerous registered investment companies within the Gabelli Fund Complex; as of Dec 31, 2024, he serves as director/trustee for 31 funds, sole portfolio manager of 6 funds, and part of the portfolio management team of 14 funds .
- Fund-level TSR/revenue/EBITDA metrics tied to his GRX role are not disclosed in the proxy; GRX is a closed-end fund, and proxies emphasize governance and board elections rather than pay-for-performance metrics .
Compensation Structure Analysis
- Cash vs equity mix: Trustee compensation is cash-based (retain/meeting/chair fees); no equity compensation disclosed for trustees; Gabelli receives $0 from GRX/Fund Complex as an “interested” Trustee .
- At-risk pay: No performance-tied compensation disclosed for trustees .
- Discretionary bonuses/option repricing: Not disclosed/applicable to trustees in GRX proxies .
Equity Ownership & Alignment – Additional Details
- Affiliate breakdown: Preferred shares attributed across Gabelli-controlled/affiliated entities (GAMCO Investors, Inc.; Associated Capital Group, Inc.; Gabelli Foundation Inc.; GAMCO Asset Management Inc.), with Gabelli disclaiming beneficial ownership beyond indirect pecuniary interest .
- Aggregate insider holdings: Trustees and officers as a group hold 4.1% of Common and 55.1% of Preferred (as of Dec 31, 2024) .
Employment & Contracts
- Start date/years in role: Trustee since 2007 organizational meeting; ongoing CIO role .
- Non-compete/non-solicit/garden leave/consulting: Not disclosed in GRX proxy .
- Auto-renewal: Not applicable to trustee terms; Board terms are fixed three-year classes .
Director Compensation (Mario J. Gabelli at GRX)
| Component | Amount/Policy |
|---|---|
| Annual cash retainer (eligible trustees) | $3,000 |
| Meeting fees | $1,000 per Board; $500 per committee |
| Chair fees | Audit Chair $3,000; Nominating Chair $2,000; Lead Independent $1,000 |
| Equity grants/DSUs | Not disclosed/applicable |
| Gabelli’s director compensation | $0 from GRX and Fund Complex for FY2022–FY2024 |
Other Directorships & Interlocks
- Numerous roles across public companies (LICT; CIBL; Morgan Group Holding Co.) and Gabelli Fund Complex boards .
- Independent Trustees’ relationships with entities under common control with Adviser documented; Board reviewed independence .
Risk Indicators & Red Flags
- Interested Trustee and Adviser affiliation may raise independence optics; mitigated by Lead Independent structure and independent committee leadership .
- Concentrated Preferred ownership by Gabelli-affiliated entities and application of DSTA control share statute may impact governance dynamics and activism potential .
- SEC settlement history for a separate Independent Trustee (Zizza) noted and Board determined it does not disqualify him from service; not specific to Gabelli but relevant to overall governance context .
Compensation Committee Analysis
- Compensation oversight specific to GRX officers (e.g., Chief Compliance Officer) handled via multi-fund ad hoc Compensation Committees composed of Independent Trustees; not a management pay committee for Gabelli .
Investment Implications
- High alignment via substantial Common and large Preferred holdings suggests strong skin-in-the-game; however, indirect affiliate holdings and disclaimers mean investors should parse true pecuniary interest across entities .
- Governance oversight is anchored by independent committees and a Lead Independent Trustee; Gabelli’s “interested” status underscores the importance of independent checks already in place .
- Absence of performance-based pay or equity awards at the GRX Board level implies limited compensation-driven selling pressure or vesting overhang; trading signals will more likely derive from changes in beneficial holdings (Common/Preferred), activism dynamics under the control share statute, and broader fund discount/premium behavior than from executive pay triggers .