Marc Gabelli
About Marc Gabelli
Marc Gabelli (age 57) is Chairman and Chief Executive Officer of The LGL Group, Inc., serving on the Board since 2004 and as Co-CEO since 2022; he was designated principal executive officer on April 16, 2025. He holds a B.A. in Economics (Boston College), an A.L.M. in Government (Harvard University), and an M.B.A. (MIT). Under LGL’s “pay versus performance” disclosure, cumulative TSR measured as the value of an initial fixed $100 investment was $104.91 in 2023 and $102.00 in 2024; in 2024, LGL revenue rose to $4.292M (from $3.678M) and net income rose to $432K (from $269K), while gross margin dipped to 53.0% (from 53.9%) . His background spans investment management and capital markets leadership roles across affiliated public companies, with emphasis on M&A and merchant investing .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The LGL Group, Inc. | Co-Chief Executive Officer (later CEO/PEO) | 2022–present (PEO 4/16/2025) | Capital allocation and merchant investment strategy; board leadership |
| LGL Systems Acquisition Corp. | Chief Executive Officer | 2019–2021 | SPAC leadership focused on aerospace/defense/comms deal-making |
| Associated Capital Group, Inc. | President (prior role) | 2015–2016 | Asset management leadership |
| GGCP, Inc. and subs. | President & Managing Director; Board member | 1999–present; 1994–present | Oversight of investment platforms and affiliates |
| Gabelli Securities International Ltd. | President, CEO, Portfolio Manager | 1994–present | Hedge fund management and global capital markets |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| M-tron Industries, Inc. (NYSE American: MPTI) | Director | 2022–present | Post-LGL spin-off board role |
| Teton Advisors, Inc. | Interim CEO | 2024–present (also 2021–2023) | Investment manager leadership |
| LICT Corporation | Director | 2019–present | Board oversight |
| Associated Capital Group, Inc. | Director | 2017–present | Board oversight |
| Gabelli Merger Plus+ Trust Plc | Director | 2017–present | Closed-end fund directorship |
| LGL Systems Acquisition Corp. | CEO | 2019–2021 | SPAC sponsor leadership |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $20,250 | $115,500 |
| Annual Cash Bonus (USD) | $0 | $30,000 |
| Stock Awards (Grant-date fair value, USD) | $15,002 (RSUs) | $0 |
| Director Cash Fees (USD) | $20,250 (as director) | $15,500 (as director) |
| Total (Exec comp line) (USD) | $35,252 | $145,500 |
Notes:
- Company states no executive employment agreements are in place (“None.”) .
- Clawback policy adopted in 2023 per SEC/NYSE American rules (applies to executive incentive-based pay) .
Performance Compensation
- Plan design: Annual and long-term incentives administered under the 2021 Incentive Plan; short-term Company performance goals include revenue growth, EBITDA, EPS, and ROE; long-term goals include increasing total market value. The Committee may add or substitute metrics (e.g., after-tax operating income, ROCE, TSR) . Benchmarking occurs versus comparable companies; no outside consultant retained .
- Options: Company has not granted options in the executive program since 2019; no option awards held by NEOs .
| Incentive type | Grant/Period | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| Annual cash bonus | FY2024 | Revenue, EBITDA, EPS, ROE (program metrics) | Not disclosed | Not disclosed | Not disclosed | $30,000 (paid) | N/A |
| RSUs (NEO) | 2023 | Service-based (not specified) | Not disclosed | N/A | N/A | $15,002 grant-date FV | Outstanding 2,874 units at 12/31/2024 (MV $17,158) |
| Director RSU framework | 12/8/2023 (Board) | Service-based | N/A | N/A | N/A | $15,000 per director | 3-year vesting |
| Director RSU framework | 3/25/2025 (Board) | Service-based | N/A | N/A | N/A | $15,000 per director | 3-year vesting |
Equity Ownership & Alignment
| Ownership detail | Amount |
|---|---|
| Beneficial ownership (shares) | 850,065 shares (15.8% of 5,389,211 out.) |
| Direct holdings | 85,762 shares |
| Indirect holdings | 764,303 shares held by Venator Merchant Fund, L.P.; Marc Gabelli (President/Sole Member of general partner Venator Global, LLC); beneficial ownership disclaimed except pecuniary interest |
| Unvested RSUs (12/31/2024) | 2,874 units (MV $17,158 at $5.97 close) |
| Options | None |
| Hedging/Pledging policy | No formal prohibition; hedging/pledging discouraged |
| Stock ownership guidelines | Not disclosed |
Alignment view:
- High insider ownership (~16%) underscores alignment but indirect fund ownership and related party ecosystem (e.g., GAMCO-managed assets) elevate perceived conflicts risk .
Employment Terms
| Term | Status |
|---|---|
| Employment agreement | None |
| Severance provisions (salary/bonus multiples) | Not disclosed |
| Change-of-control (single/double trigger; acceleration) | Not disclosed |
| Non-compete/Non-solicit | Not disclosed |
| Deferred compensation; pension/SERP | Not disclosed |
| Clawback policy | Adopted in 2023; applies to incentive-based pay upon restatement |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue (USD) | $3.678M | $4.292M |
| Gross margin | 53.9% | 53.0% |
| Net income (USD) | $269K | $432K |
| TSR value of initial $100 (Pay vs Performance) | $104.91 | $102.00 |
Commentary:
- 2024 saw modest revenue and net income growth, with margin compression due to mix and higher costs; management emphasized margin focus and leveraging merchant investments (e.g., P3/AI edge computing prototypes) .
- Cash and marketable securities of $41.6M as of 12/31/2024 support investment runway .
Board Governance
- Role/independence: Chairman and CEO; not independent (executive officer in 2024). Board currently has a majority of independent directors (5 of 6) .
- Committee service: None (Marc does not serve on Audit/Comp/Nominating/Investment) .
- Board leadership structure: Combined Chair/CEO; Board cites benefits of unified leadership; prior structure separated roles pre-10/7/2022 .
- Attendance: In 2024, Board held 6 meetings; all directors attended ≥75% of Board/committee meetings; directors encouraged to attend annual meeting .
Director Compensation (Structure)
| Component | Cash | Equity | Notes |
|---|---|---|---|
| Base annual retainer | $10,000 | — | Paid quarterly, arrears |
| Chairman cash retainer | $2,500 | — | |
| Meeting fees (Board in-person/telephonic) | $2,000 / $750 | — | |
| Committee meetings | $750 | — | |
| Committee chair retainers (Audit/Comp/Nom) | $2,000 / $1,000 / $1,000 | — | |
| Annual director RSU | — | $15,000; 3-yr vest (12/8/2023 and 3/25/2025 frameworks) | Awarded under 2021 Plan |
Other Directorships & Interlocks
- Current public boards: M-tron Industries, Inc.; Teton Advisors, Inc.; Associated Capital Group, Inc.; LICT Corporation; Gabelli Merger Plus+ Trust Plc .
- Network/affiliation risk: LGL invests significant liquidity in funds managed by GAMCO (related party); $34.2M and $32.6M under management at 12/31/2024 and 12/31/2023, with anticipated fees ~8 bps and ~17 bps respectively; overseen by independent Investment Committee .
Compensation Structure Analysis
- Cash vs equity mix shift: 2024 compensation for Marc skewed to cash (salary/bonus) with no 2024 equity grant; his 2023 grant (2,874 RSUs) remains unvested as of 12/31/2024 .
- Options use curtailed: No executive option grants since 2019; reduces risk-taking convexity and potential future option overhang .
- Pay-for-performance design: Program metrics include revenue, EBITDA, EPS, ROE, and long-term market value, but specific weightings/targets not disclosed; Committee benchmarks against comparables without external consultant .
- Say-on-pay support: 96% approval at 2024 meeting; 99% at 2023—signaling investor acceptance of pay design/levels .
Related Party Transactions (Conflict Risk)
| Item | Detail |
|---|---|
| GAMCO-managed assets | $34.2M (12/31/2024) and $32.6M (12/31/2023) held in funds managed/advised by GAMCO; anticipated management fees ~8 bps (2024) and ~17 bps (2023) annually; oversight by independent Investment Committee |
| M-tron PTI agreements | Transitional services (net $4,000/month payable to MtronPTI); tax sharing/indemnity; shared salary/benefit reimbursements ($105,000 in 2024) |
Risk Indicators & Red Flags
- Hedging/pledging: No formal prohibition; practice discouraged—potential misalignment if pledging were to occur (no disclosures of pledges) .
- Dual role (Chair/CEO): Concentration of power; mitigated by majority independent board and independent committee leadership .
- No employment agreement: Absence of severance/CoC terms may reduce shareholder costs but could raise retention risk in volatility .
- Warrants overhang: ~5.25M European-style warrants (5-for-1) exercisable through Nov 16, 2025; became exercisable March 4, 2025 after trigger; company exploring potential Warrant Agreement updates, including overallotment privilege—could introduce trading/dilution dynamics near expiry .
- Legal proceedings: None material disclosed .
- Clawback: Policy in place per SEC/NYSE rules .
Compensation Committee Analysis
- Members (independent): Manjit Kalha (Chair), Kaan Aslansan, Darlene DeRemer, Herve Francois .
- Activities: Reviews CEO/NEO performance; approves officer pay; grants equity under 2021 Plan; recommends director pay .
- Consultant: None retained; benchmarking uses public data and independent director input .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2023 (voted in 2024 cycle) | ~96% “FOR” |
| 2022 (voted in 2023 cycle) | ~99% “FOR” |
Investment Implications
- Alignment and control: Marc’s sizable beneficial stake (~16%) aligns incentives and supports strategic continuity, though indirect fund holdings and related-party asset management require vigilant independent oversight .
- Pay design vs results: Cash-heavy 2024 compensation with defined performance metric categories but limited disclosure of targets/weights; given modest revenue/net income gains and high say‑on‑pay support, investors may view current pay levels as proportionate, but transparency could be improved for stronger pay‑for‑performance credibility .
- Governance risk/mitigants: Combined Chair/CEO role and permissive hedging/pledging are governance risk factors; majority-independent board, independent committee leadership, and clawback policy provide partial mitigants .
- Trading/flow considerations: European-style warrants now exercisable through Nov 16, 2025 could influence share supply/demand near expiry; monitor company updates on potential warrant modifications and exercise activity for short‑term trading signals .
- Retention/transition: No employment agreement or severance protection may reduce shareholder obligations but could heighten executive turnover risk during strategic pivots; offset by insider ownership and board independence .