Marc Gabelli
About Marc Gabelli
Marc Gabelli (age 57) serves on M‑tron Industries’ Board as Special Advisor to the Chairman; he is not independent under NYSE American rules. He joined the Board in 2022 and splits the Chairman cash retainer with the Chairman, reflecting a unique advisory role in board leadership. He holds a BA in Economics (Boston College), an MLA in Government (Harvard), and an MBA (MIT). Current external leadership includes Interim CEO of Teton Advisors (since 2024) and CEO of The LGL Group (since 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The LGL Group, Inc. | Co‑Chief Executive Officer | 2022–2025 | Senior operating leadership across services/investments/manufacturing |
| LGL Systems Acquisition Corp. | Chief Executive Officer | 2019–2021 | Led SPAC; deal execution oversight |
| Associated Capital Group, Inc. | President | 2015–2016 | Asset management leadership |
| Gabelli Securities International Ltd. | President, CEO, Portfolio Manager | 1994–Present | Hedge fund portfolio management leadership |
| GGCP, Inc. & Subsidiaries | President & Managing Director; Board Member | 1999–Present; 1994–Present | Investment management governance |
External Roles
| Organization | Role/Capacity | Tenure | Notes / Interlocks |
|---|---|---|---|
| Teton Advisors, Inc. | Interim CEO; Director | 2024–Present; 2019–Present | Public company directorship |
| The LGL Group, Inc. | CEO; Director | 2025–Present; 2004–Present | Parent of pre‑2022 separation; ongoing related agreements with MPTI |
| LICT Corporation | Director | 2019–Present | Public company board |
| Associated Capital Group, Inc. | Director | 2017–Present | Public company board |
| Gabelli Merger Plus+ Trust Plc | Director | 2017–Present | UK listed trust board |
Board Governance
- Independence: The Board determined six directors are independent; Mr. Gabelli is not independent under NYSE American rules .
- Committee assignments: None in 2024 (did not serve on Audit, Compensation, Corporate Governance, or Nominating) .
- Attendance: The Board met nine times in 2024; all directors attended at least 75% of Board and committee meetings; all standing for election attended the 2024 Annual Meeting .
- Board leadership: Chairman (Bel Lazar) and Advisor to the Chairman (Marc Gabelli) split the $100,000 Chairman retainer equally; structure intended to strengthen oversight separation from management .
- Lead Independent Director: John S. Mega (also chairs Corporate Governance and Nominating Committees) .
Fixed Compensation
| Component | Amount | Structure / Notes |
|---|---|---|
| Base annual retainer (cash) | $10,000 | Non‑employee director cash retainer |
| Board meeting fee (in‑person) | $2,000 per meeting | Paid per meeting |
| Board meeting fee (telephonic) | $750 per meeting | Paid per meeting |
| Committee meeting fee | $750 per meeting | Paid per meeting |
| Annual Chairman cash retainer | $100,000 | Split equally between Chairman and Advisor to Chairman since Sep 20, 2023 |
| 2024 cash actually paid to Gabelli | $65,250 | Fees/retainer earned in FY2024 |
Performance Compensation
| Equity/Performance Element | Amount | Details |
|---|---|---|
| 2024 stock award (grant date fair value) | $15,011 | Non‑employee director restricted stock under 2022 Plan; fair value per ASC 718 based on grant date close |
| 2025 director restricted stock | $15,000 | Granted Mar 21, 2025; immediate vesting per program |
| Company performance metrics (used in executive incentives) | — | Short‑term goals: revenue growth, EBITDA, EPS, ROE; Long‑term: increase total market value |
Note: Director equity awards are time‑based and not explicitly tied to the executive performance metrics listed above; the Company emphasizes performance‑based compensation for executives, not directors .
Other Directorships & Interlocks
- Public boards: Teton Advisors; LICT Corporation; Associated Capital Group; Gabelli Merger Plus+ Trust Plc; The LGL Group .
- Interlocks/conflicts context:
- LGL Group separation agreements remain in force (Separation/Distribution, Tax Indemnity and Sharing, Amended and Restated Transitional Administrative and Management Services Agreement, and shared salaries/benefits reimbursements) creating ongoing related‑party touchpoints; net $4,000/month services and $105,000 reimbursement in 2024 .
- Treasury balances invested with GAMCO‑managed U.S. Treasury funds: $10.4 million at 12/31/2024 (vs. $2.8 million at 12/31/2023); fees ~8 bps annually deducted at fund level; GAMCO is related via certain shareholders (Gabelli family entities) .
Expertise & Qualifications
- Education: BA Economics (Boston College), MLA Government (Harvard University), MBA (MIT) .
- Board skills matrix flags: Financial expertise; CEO experience; Manufacturing industry; Mergers & Acquisitions; Governance .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Marc Gabelli | 110,643 | 3.8% | 42,322 shares directly; 68,321 via Venator Merchant Fund, L.P.; disclaims beneficial ownership of Venator beyond pecuniary interest |
| Shares outstanding (record date) | 2,915,189 | — | Basis for % ownership |
- Hedging/pledging: Company discourages hedging/pledging but has not adopted a formal prohibition; directors, officers, and employees are discouraged from such arrangements .
- Insider trading policy: Prohibits trading while in possession of MNPI; policy detailed in the 2024 Annual Report Exhibit 19.1 .
Governance Assessment
-
Positive signals:
- Material personal stake (3.8%), aligning interests with shareholders .
- Board leadership structure separates management from board oversight; Advisor to Chairman role designed to enhance governance focus .
- Board skills coverage includes finance, CEO experience, M&A—relevant to MPTI’s strategy .
- Shareholder support: 2024 say‑on‑pay approval ~96.9% (for NEOs), indicating broad confidence in compensation governance .
-
Risks / RED FLAGS:
- Not independent under NYSE American rules, while occupying a leadership‑linked advisory role and sharing the Chairman retainer; independence optics for board leadership are weak .
- No committee service in 2024—limited direct involvement in audit/compensation/nominating oversight .
- Related‑party exposure: ongoing LGL Group agreements post‑spin and cash management with GAMCO‑managed funds tied to Gabelli‑affiliated entities; heightens conflict‑of‑interest risk and requires vigilant Audit Committee review .
- Hedging/pledging not formally prohibited (discouraged only)—misalignment risk if any pledging occurs, though none disclosed for Mr. Gabelli .
-
Mitigants:
- Audit and Governance Committees have formal charters and related‑party review procedures; Audit Committee oversees related‑party matters and financial controls .
- Lead Independent Director chairs Governance/Nominating; independent committee structures are in place .