Salvatore J. Zizza
About Salvatore J. Zizza
Independent Trustee of The Gabelli Utility Trust since 1999; year of birth 1945. President of Zizza & Associates Corp. (private holding company) and Chairman of Bergen Cove Realty Inc. (residential real estate). Education includes a B.S. and MBA in Finance from St. John’s University, which later awarded him an Honorary Doctorate in Commercial Sciences. Current governance roles include Chair of the Fund’s Nominating Committee, and member of the Fund’s ad hoc Proxy Voting and ad hoc Pricing Committees, plus both multi‑fund ad hoc Compensation Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYSE-listed construction company (not named) | President, CEO, and CFO | Not disclosed | Senior operating and financial leadership at a large public company |
| BAM (semiconductor and aerospace manufacturing) | Retired Chairman | Not disclosed | Industry oversight; capital allocation and governance |
| Harbor Diversified Inc. | Director and Chairman | 2009–2018 | Board leadership at a pharmaceuticals company |
| Trans-Lux Corporation | Director and Chairman | Not disclosed | Board leadership at a business services company |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Zizza & Associates Corp. | President | Current | Private holding company investing across industries |
| Bergen Cove Realty Inc. | Chairman | Current | Residential real estate |
| Bion Environmental Technologies, Inc. | Director | Current | Public company board service |
| Gabelli International Ltd. | Independent Director | Current | May be deemed under common control with the Fund’s Adviser; potential interlock |
Board Governance
- Committee assignments: Chair, Nominating Committee; member, ad hoc Proxy Voting Committee; member, ad hoc Pricing Committee; member, multi‑fund ad hoc Compensation Committees (CCO compensation and certain closed‑end fund officers).
- Nominating Committee composition: Zizza (Chair), Conn, Enright; met once in fiscal 2024 and twice in fiscal 2023.
- Independence: Classified as an Independent Trustee under the 1940 Act; Board disclosed potential exceptions and concluded independence for all Independent Trustees.
- Attendance: Trustees met four times in fiscal 2024; each Trustee attended at least 75% of Board and relevant committee meetings. Trustees met five times in fiscal 2023; similar ≥75% attendance.
- Annual shareholder meeting engagement: The Fund does not expect Trustees or nominees to attend the meeting; no Trustee or nominee attended the May 13, 2024 meeting.
Fixed Compensation
| Component | Structure | 2023 (Fund) | 2023 (Fund Complex) | 2024 (Fund) | 2024 (Fund Complex) |
|---|---|---|---|---|---|
| Annual retainer (Independent Trustees) | $6,000 cash | — | — | — | — |
| Board meeting fee | $1,500 per Board meeting | — | — | — | — |
| Committee meeting fee | $1,000 per committee meeting | — | — | — | — |
| Nominating Chair fee (if Chair) | $2,000 annual | — | — | — | — |
| Aggregate paid to Zizza | Actuals for year | $14,500 | $325,500 (35 funds/portfolios) | $15,000 | $317,137 (35 funds/portfolios) |
Notes:
- Independent Trustees are reimbursed for out-of-pocket expenses; audit chair receives $3,000 annual fee; Lead Independent Trustee receives $2,000 annual fee.
- Trustees may receive a single meeting fee allocated among participating funds for multi-fund meetings.
Performance Compensation
- The proxy discloses a cash-based structure (retainer, meeting, and chair fees) for Independent Trustees; no performance metrics or equity awards are disclosed for Trustees.
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Control Relationship |
|---|---|---|---|
| Gabelli International Ltd. | Investment company | Independent Director | May be deemed under common control with the Fund’s Adviser; interlock risk |
| Gabelli Associates Fund | Private fund | Limited Partner Interests | $2,704,106 value; 1.54% of class (as of Dec 31, 2024) |
| Gabelli Performance Partnership L.P. | Private fund | Limited Partner Interests | $378,064 value; <1% of class (as of Dec 31, 2024) |
| GAMCO-related entities (complex) | Investment companies | Various fund boards | Multi-fund committee participation (ad hoc Compensation) across complex |
Expertise & Qualifications
- Capital markets and corporate governance: Extensive board leadership across public companies and closed-end funds; chairs Nominating Committee.
- Operating and financial acumen: Former President/CEO/CFO of a large NYSE-listed construction company; diversified industry experience (manufacturing, recycling, real estate, technology, pharmaceuticals).
- Education: B.S. and MBA in Finance from St. John’s University; Honorary Doctorate in Commercial Sciences.
Equity Ownership
| Metric | 2023 | 2024 |
|---|---|---|
| Common Shares owned | 10,908 | 13,090 |
| Ownership % of outstanding | <1% | <1% |
| Dollar range of Fund equity | D ($50,001–$100,000) | D ($50,001–$100,000) |
| Aggregate dollar range in Fund Complex | E (Over $100,000) | E (Over $100,000) |
Additional disclosures:
- Trustees and officers as a group owned ~1.7% of Common Shares and <1% of Preferred Shares as of year-end 2024.
- Section 16 compliance: Based on the Fund’s review of Forms 3/4, relevant persons complied with filing requirements in fiscal 2024.
Governance Assessment
- Independence and committee leadership: Chairing the Nominating Committee and serving on ad hoc proxy/pricing and multi‑fund compensation committees indicate active governance engagement and influence over board composition and fund-wide personnel decisions. Attendance thresholds were met in 2023 and 2024.
- Ownership alignment: Personal stake of 13,090 Common Shares (<1%) and dollar range D suggests some alignment, but modest relative to outstanding shares; significant interests across the complex (range E) reflect broad exposure but may be primarily through fund complex roles rather than concentrated GUT equity.
- Potential conflicts and interlocks:
- Significant limited partner interests in Gabelli-controlled vehicles ($2.70M in Gabelli Associates Fund; $0.38M in Gabelli Performance Partnership) may create perceived alignment with Adviser affiliates; monitor for recusal and conflict management in matters involving affiliates.
- Service as independent director of Gabelli International Ltd., which may be deemed under common control with the Adviser, adds to interlock risk.
- Engagement considerations: Trustees do not attend shareholder meetings by design; none attended May 13, 2024—investors may weigh this against other engagement channels provided by the Fund.
- RED FLAGS:
- SEC settlement (Sept 9, 2015): Zizza agreed to pay $150,000 and cease-and-desist regarding Rule 13b2-2 (false statements/omissions to accountants) in a non‑affiliate company; the Board determined it does not disqualify him as an Independent Trustee. This is a governance risk indicator warranting ongoing monitoring.
- Affiliate exposure: Material LP interests in Adviser‑related vehicles and service on entities under common control can present perceived conflicts; ensure robust independence procedures on related‑party matters.
Overall, Zizza brings extensive operating and board experience and chairs the Nominating Committee, supporting board effectiveness; however, prior SEC settlement and meaningful affiliate interests are notable risk factors. Continued transparency on recusals, committee deliberations involving affiliates, and maintenance of strong attendance will be key to sustaining investor confidence.