Salvatore J. Zizza

About Salvatore J. Zizza

Salvatore J. Zizza (born 1945) serves as an Independent Trustee of The Gabelli Healthcare & WellnessRx Trust (GRX), having served since 2007, with his current board class term continuing until the 2027 Annual Meeting of Shareholders. He is President of Zizza & Associates Corp., holds an MBA and a Bachelor’s in Finance from St. John’s University, and received an Honorary Doctorate in Commercial Sciences; across the Gabelli Fund Complex he oversees 35 portfolios. He is a member of the Fund’s Audit, Nominating, and ad hoc Pricing Committees as well as both multi-fund ad hoc Compensation Committees, and the Board classifies him as independent under the 1940 Act (with certain exceptions described in the proxy). The Board notes an SEC settlement in 2015 related to a non-Fund matter; after review it determined this does not disqualify him from serving as an Independent Trustee .

Past Roles

External Roles

Board Governance

• Independence: Classified as an Independent Trustee; the Board states independent trustees (with possible exceptions noted) had no interest in the Adviser or its control persons as of Dec 31, 2024. Zizza’s exceptions include serving as an independent director of an affiliate potentially under common control with the Adviser .
• Committees: Member, Audit Committee (financially literate); member, Nominating Committee; member, ad hoc Pricing Committee; member of both multi-fund ad hoc Compensation Committees. Not a committee chair; Audit and Nominating are chaired by Vincent D. Enright; Lead Independent Trustee is James P. Conn .
• Attendance and engagement: Board met 4 times in 2024 (regular quarterly); each trustee attended at least 75% of Board and committee meetings. Audit Committee met twice and Nominating Committee met once in 2024; Zizza is listed on both committee reports, demonstrating engagement. Trustees did not attend the 2024 Annual Meeting of shareholders .
• Tenure/term: Trustee since 2007; current class term runs to 2027 Annual Meeting .

2024 Board & Committee Activity

Fixed Compensation

• Structure: Independent Trustees receive a $3,000 annual retainer, $1,000 per Board meeting attended, and $500 per committee meeting attended. Additional annual fees include $3,000 for Audit Committee Chair, $2,000 for Nominating Committee Chair, and $1,000 for Lead Independent Trustee; out-of-pocket expenses reimbursed. Zizza is not a chair or Lead Independent Trustee. Aggregate remuneration to trustees from GRX in 2024 was $65,000 .
• Actual amounts: Zizza’s aggregate compensation from GRX (Fund) and the Gabelli Fund Complex is disclosed below.

Compensation described solely as cash retainers and meeting fees; no equity awards, options, RSUs, or performance-based director compensation are disclosed in the proxy .

Performance Compensation

No performance-linked director compensation is disclosed for trustees (no bonus metrics, stock awards, option awards, or TSR/ESG targets). No vesting schedules, severance, change-of-control, clawbacks, tax gross-ups, deferred compensation, or perquisites are disclosed for directors .

Other Directorships & Interlocks

• External public boards: Trans-Lux Corporation (Director & Chairman); Harbor Diversified Inc. (Director & Chairman, 2009–2018); Bion Environmental Technologies, Inc. (Director) .
• Fund complex interlocks: Independent Director of Gabelli International Ltd., which may be deemed under common control with Mario J. Gabelli and/or affiliates and thus with the Adviser; considered a possible exception to independence context in proxy .
• Advisory affiliate interests: Holds limited partner interests in Gabelli Associates Fund ($2,704,106; 1.50%) and Gabelli Performance Partnership L.P. ($378,064) as of Dec 31, 2024 .

Expertise & Qualifications

• Finance and operations leadership: Prior President/CEO/CFO of an NYSE-listed construction company .
• Industry breadth: Governance roles across manufacturing, recycling, real estate, technology, and pharmaceuticals .
• Academic credentials: Bachelor’s and MBA in Finance (St. John’s University); Honorary Doctorate in Commercial Sciences .
• Board skills: Designated financially literate on Audit Committee; consistent committee service indicates oversight experience .

Equity Ownership

• Fund ownership: Zizza beneficially owns 2,524 GRX Common Shares; less than 1% of shares outstanding. His dollar range of equity in GRX is “C” ($10,001–$50,000) as of Dec 31, 2024 .
• Broader fund complex holdings: Aggregate dollar range across the Fund Complex is “E” (over $100,000). Additional LP interests in affiliates of Adviser noted below .
• Pledging/hedging: No pledges of GRX shares by Zizza are disclosed in the proxy .

Governance Assessment

• Strengths: Long-serving independent trustee with financial literacy; active membership on Audit and Nominating Committees; consistent meeting participation; experienced operator and board chair across multiple industries; clear, modest cash-based director compensation suggests limited entrenchment incentives .
• Alignment: Owns GRX shares (Dollar Range C); broader economic exposure to Adviser-affiliated LP funds may reinforce ecosystem alignment but can create perceived conflicts .
• RED FLAGS: 2015 SEC settlement regarding false statements/omissions to accountants about a related-party transaction (non-Fund matter); paid $150,000 and agreed to cease and desist. Board assessed and determined it does not disqualify independence; nonetheless, it is a governance risk signal for investors to monitor. Additional interlocks include serving as an independent director of Gabelli International Ltd., which may be under common control with the Adviser, and material LP interests in Adviser-affiliated vehicles .
• Attendance: At least 75% Board/committee attendance in 2024; trustees did not attend the 2024 Annual Meeting, which may be customary for the Fund but can be perceived negatively by some governance-focused investors .
• Compensation structure: No equity or performance-based pay; low fixed cash retainer plus meeting fees; no disclosed ownership guidelines for directors; limited direct “skin in the game” at the Fund level may temper alignment despite long tenure .

Overall, Zizza brings deep operational and governance experience with active committee engagement, but investors should weigh the 2015 SEC settlement and affiliated interlocks/LP interests as potential conflict signals, particularly for a fund complex with extensive related entities .