(h)
| .(j) Mr. Van der Eb’s all other compensation for 2015 consists of $25,000 for allocation of fees received by Mr. Gabelli for creating and acting as portfolio manager of several open-end Gabelli Funds, as described in the “Variable Compensation” section of the Compensation and Discussion Analysis and in footnote (c) above, for 2014 and 2013 represents his allocation of $25,000 in each year of the incentive-based management fee (10% of GAMCO pre-tax profits) by Mr. Gabelli as described in the “Variable Compensation” section of the Compensation and Discussion Analysis and in footnote (c) above and for 2015, 2014, and 2013 also consists of Variable Compensation (as defined in note (d)) of $168,901, $202,721, and $162,446, respectively.
(k) | Mr. Zuccaro retired from his role as Executive Vice President and Chief Financial Officer of the Company on July 1, 2015. Mr. Zuccaro’s all other compensation for 20142021 and 2013 represents his allocation2020 consists of $300,000Variable Compensation (as defined in note (d)) of $107,147 and $300,000, respectively, of the incentive-based management fee (10% of GAMCO pre-tax profits) by Mr. Gabelli as described in the “Variable Compensation” section of the Compensation and Discussion Analysis and in footnote (c) above as well as payments in lieu of health insurance of $4,000 each in 2014 and 2013. The 2015 amounts reported in the above table for Mr. Zuccaro’s total compensation include an amount of $64,167 that was allocated to the carve-out financials of Associated Capital in the pre-spin 2015 period.$82,183, respectively.
|
(l) The only stock awards granted to any named executive officer during 2015 were RSUs granted to Mr. Gabelli on December 21, 2015. As described in Grants of Plan-Based Awards for 2015, no value can be estimated for these awards at this time. Please see the notes to the Grants of Plan-Based Awards for 2015 table for a detailed discussion. The amounts reported in the “Stock Awards” column of the above table for 2014 and 2013 reflect the fair value on the grant date of the stock awards granted to the named executives during 2014 and 2013, respectively, determined in accordance with FASB ASC Topic 718. For a summary of the assumptions made in the valuation of the 2014 and 2013 awards presented on the above table, please see Note A, “Significant Accounting Policies – Stock Based Compensation”, to our audited financial statements included in our Annual Report on Form 10-K for the years ended on each of December 31, 2015, December 31, 2014 and December 31, 2013.
Grants of Plan-Based Awards for 2015 The following table (the “Grants of Plan-Based Awards”) shows all plan-based stock awards granted to our named executives during the fiscal year ended December 31, 2015. For additional information, see “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” below.2021. | | All Other Stock Awards: | | | | Number of Shares of Stock Or Units | Grant Date Fair Value of Stock Awards ($) (a) | Mario J. Gabelli (b) | | -0- | -0- | Douglas R. Jamieson | 6/15/2021 | 30,000 (c) | 750,600 | Peter D. Goldstein | 6/15/2021 | 4,000 (c) | 100,080 | Kieran Caterina | 6/15/2021 | 7,000 (c) | 175,140 |
| | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | Name | | Grant Date | | | Threshold # | | | Target # | | | Maximum # | | | Grant Date Fair Value of Stock and Option Awards | | Mario J. Gabelli | | 12/21/15(1) | | | | (2) | | | | (2)(3) | | | | (2) | | | $ | (4) | | Douglas R. Jamieson | | | -- | | | | -- | | | | -- | | | | -- | | | | | | Kevin Handwerker | | | -- | | | | -- | | | | -- | | | | -- | | | | | | Kieran Caterina | | | -- | | | | -- | | | | -- | | | | -- | | | | | | Diane LaPointe | | | -- | | | | -- | | | | -- | | | | -- | | | | | | Agnes Mullady | | | -- | | | | -- | | | | -- | | | | -- | | | | | | Robert S. Zuccaro | | | -- | | | | -- | | | | -- | | | | -- | | | | | |
(1)(a) | As further described below, Mr. Gabelli was granted RSUs underIn accordance with the Company’s 2002 Stock Award and Incentive Plan, as amended,SEC’s disclosure rules, the amounts reported in lieu of receiving any cash compensation in 2016 that he would otherwise be entitled to receive under his Amended Employment Agreement. An RSU award is an award ofthis table reflect the right to receive cash or shares of Class A Stock. Thefair value on the effective grant date of the RSU Agreement granting the RSUs was December 21, 2015. |
(2) | The RSU Agreement provides only for a single payout based on Mr. Gabelli’s variable compensation generated in fiscal year 2016. The number of RSUs granted will be calculated by dividing Mr. Gabelli’s variable compensation generated in fiscal year 2016 by the volume-weighted average price (as defined in the RSU Agreement) per share of the Class A Stock for fiscal year 2016. On the Vesting Date, the Company intends to make a cash payment to Mr. Gabelli in settlement of the RSUs granted under the RSU Agreement. However, notwithstanding this current intention, the Company reserves the right in its discretion to issue to Mr. Gabelli a number of shares of Class A Stock equal to the number of RSUs in lieu of such cash payment.
|
(3) | The target amount is not yet determinable as both the total value of the RSUs and the number of units to be issued to Mr. Gabelli will be based on the compensation that Mr. Gabelli earns during fiscal year 2016. This compensation will be entirely variable and will be earned for his services to the Company which are described in detail in footnote (c) to the Summary Compensation Table for 2015 on page 23. Therefore, Mr. Gabelli’s fiscal year 2016 compensation is neither known nor estimable.
|
(4) | The grant date fair value of the RSUs will be computedstock awards, determined in accordance with FASB ASC Topic 718, once it is known. Since it is based ongranted to the volume-weighted average price pernamed executives during 2021. |
(b) | Mr. Gabelli has never received either stock options awards or RSAs from the Company. He recommends the grant of stock awards for corporate teammates to the Compensation Committee, as described in the Compensation Discussion and Analysis above. He has received RSUs, which are described in detail under Employment Agreements in the next section. |
(c) | Such stock award was in the form of phantom RSAs, each of which entitles the grantee to the cash value of one share of the Class A Stock for fiscal year 2016, this grant date fair value is not determinable until after the closing price of the Class A Stock on December 31, 2016 is known.subject to restrictions. |
(5) | There were no stock awards granted to any other named executives during 2015. However, at the time of the spin-off, existing GAMCO equity awards were supplemented by the awarding of Associated Capital equity awards. Specifically, outstanding RSAs relating to GAMCO remain unchanged, with each RSA holder also receiving an equal number of RSAs relating to Associated Capital. The terms of the new Associated Capital RSAs are substantially the same as the terms of the pre-spin-off GAMCO RSAs. The purpose of the issuance was to ensure that any employee who had GAMCO RSAs was granted an equal number of AC RSAs so that the total value of the RSAs post-spin-off was equivalent to the total value pre-spin-off. Therefore, on November 30, 2015, pursuant to the spin-off of Associated Capital Group, Inc. (“AC”) from GAMCO, Messrs. Jamieson, Handwerker, and Caterina and Ms. LaPointe and Ms. Mullady, along with certain of the Company’s other employees, received restricted shares of AC Class A Stock as a result of their ownership of their GAMCO unvested restricted stock awards. For all recipients of restricted stock awards of AC pursuant to this one for one distribution on November 30, 2015, under FASB guidance, the total of grant date fair value of the original GAMCO awards is the basis for the expense recognition by the Company and without any bifurcation of the grants attributed to each of the two underlying stocks. To the extent any restricted stock award recipient is a shared employee, the Company would expense only the portion of that expense calculated under FASB guidance which relates to their time spent working for the Company. See the “Outstanding Equity Awards at December 31, 2015” table on page 27 for further information. |
Employment Agreements.Mr. Gabelli is currently the only named executive who has an employment agreement with the Company. Mario J. Gabelli.Gabelli On, on February 6, 2008, Mr. Gabelli entered into the Amended Employment Agreement with the Company, which was approved by the Company’s shareholders on November 30, 2007 and which limits his activities outside of the Company. The Amended Employment Agreement hashad a three-year initial term with an automatic extension for an additional year on each anniversary of its effective date unless either party gives written notice of termination at least 90 days in advance of the expiration date. The Amended Employment Agreement allows Mr. Gabelli to perform investment management services for former subsidiaries that are spun offspun-off to shareholders or otherwise cease to be subsidiaries in similar transactions and permits new investors in the outside accounts if all of the performance fees, less expenses, generated by assets attributable to such investors are paid to the Company. The Amended Employment Agreement was last submitted to, and re-approved by, the Company’s shareholders at the 2020 Annual Meeting of Shareholders held on MayJune 5, 2015.2020. Mr. Gabelli (or, at his option, his designee) receives an incentive-based management fee in the amount of 10% of our aggregate annual pre-tax profits, if any, as computed for financial reporting purposes in accordance with U.S. generally accepted accounting principlesGAAP (before consideration of this fee) so long as he is an executive of the Company and devotes the substantial majority of his working time to our business. This incentive-based management fee is subject to the Compensation Committee’s review at least annually for compliance with the terms of the Amended Employment Agreement. The Amended Employment Agreement may not be amended without the approval of the Compensation Committee and Mr. Gabelli. Mr. Gabelli received no base salary, no bonus, no stock option awards, and no RSAs in 2021, as has been the case for each year since our IPO in 1999. Mr. Gabelli elected to waive all of his compensation that he would otherwise have been entitled to receive under his Amended Employment Agreement for the periods July 1, 2020 to November 10, 2020 (as disclosed in a current report on Form 8-K filed with the SEC on July 1, 2020) and July 1, 2021 to November 30, 2021 (as disclosed in a current report on Form 8-K filed with the SEC on June 9, 2021). All of the compensation earned and not waived by Mr. Gabelli in 2021 and 2020 was incentive-based variable compensation that was calculated in accordance with Mr. Gabelli’s Amended Employment Agreement, which revised his 1999 employment agreement.
Mr. Gabelli’s compensation for 2016 was also calculated in accordance with his Amended Employment Agreement and was further subject to the terms of an RSU agreement through which he deferred cash compensation during 2016. He was, therefore, not paid any cash compensation during 2016 and such deferred cash compensation, as adjusted, was paid in 2020 as described below.
As described in the Company’s 2017 proxy statement, on December 21, 2015, the Company entered into the 2016 RSU Agreement with Mr. Gabelli, pursuant to which any variable compensation earned by him in fiscal 2016 would be awarded in the form of RSUs under the Plan. Under the 2016 RSU Agreement, the Company issued 2,314,695 RSUs, based upon the VWAP of the Company’s Class A Stock for 2016 of $32.8187, in satisfaction of Mr. Gabelli’s variable compensation of $76.0 million for 2016. These RSUs vested 100% on January 2, 2020, and a cash payment in the amount of $43.7 million was made to the CEO. This payment was reduced by $32.3 million resulting from the RSUs being indexed to the Company’s Class A Stock price and utilizing the lesser of the VWAP on the vesting date ($18.8812) versus the VWAP over 2016 ($32.8187). In accordance with the Amended Employment Agreement, Mr. Gabelli chose to allocate $1,935,000, $4,220,000,$1,705,000 and $2,320,000$1,430,000 of his management fee to certain other professional staff members of the Companyteammates in 2015, 20142021 and 2013,2020, respectively. He also elected to waive receipt of $73,205, $7,352, and $1,380,231 of his management fee in 2015, 2014 and 2013, respectively. Mr. Gabelli earned (after allocations and waiver) the following incentive-based management fees during the past fivetwo years: | 2011 | 2012 | 2013 | 2014 | 2015 * | | | Management Fee ($ in millions) | 9.4 | 12.3 | 16.5 | 14.4 | 12.8 | 5.6 | 5.4 | * The management fee for 2015 excludes $0.2 million earned from Associated Capital in December 2015 (post-spin). | | | | | | * The management fee for 2021 is only for the period January 1, 2021 to June 30, 2021 and December 1, 2021 to December 31, 2021 due to Mr. Gabelli’s decision to waive compensation for the period July 1, 2021 to November 30, 2021 and excludes $8.3 million earned from AC. The management fee for 2020 is only for the period January 1, 2020 to June 30, 2020 and November 11, 2020 to December 31, 2020 due to Mr. Gabelli’s decision to waive compensation for the period July 1, 2020 to November 10, 2020 and excludes $3.1 million earned from AC. | | |
Consistent with the Company’s practice since its inception in 1977, Mr. Gabelli will, in periods where he does not waive compensation, also continue receiving a percentage of revenues or net operating contribution, which are substantially derived from assets under management,AUM, as compensation relating to or generated by the following activities: (i) managing or overseeing the management of various investment companies and partnerships, (ii) attracting mutual fundFund shareholders, (iii) attracting and managing separate accounts and alternative funds, and (iv) otherwise generating revenues for the Company. Such payments are made in a manner and at rates as agreed to from time to time by GAMCO, which rates have been and generally will be the same as those received by other professionals at GAMCO performing similar services. With respect to our institutional and high net worth assetprivate wealth management and mutual fund advisory business, we pay out up to 40% of the revenues or net operating contribution to the portfolio managers and marketing staffteammates who introduce, service, or generate such business, with (i) payments involving the separate accounts being typically based on revenues and (ii) payments involving the mutual fundsFunds being typically based on net operating contribution.
In accordance with the terms of his Amended Employment Agreement, Mr. Gabelli has agreed that while he is employed by us he will not provide investment management services outside of GAMCO, except for certain permitted accounts or except for services to be performed for former subsidiaries that are spun offspun-off from the Company such as Teton.Company. During 2015,2021 and 2020, Mr. Gabelli served as a portfolio manager for Teton and as a portfolio manager for various privately offered funds.
Outstanding Equity Awards at December 31, 20152021 The following table summarizes the number of securities underlying outstanding equity awards for the named executives as of December 31, 2015.2021. | Number of Securities Underlying Unexercised Options at December 31, 2015 | Option Exercise | Option Expiration | Number of Unvested Restricted Stock | Market Value of Unvested Restricted Stock Awards (GAMCO) | Name | Exercisable (#) | Unexercisable (#) | Price | Date | Awards | ($) (a) | Mario J. Gabelli | -0- | -0- | N/A | N/A | -0- | -0- | Douglas R. Jamieson | -0- | -0- | N/A | N/A | 8,000 (b) | 248,320 | Kevin Handwerker | -0- | -0- | N/A | N/A | 1,000 (c) | 31,040 | Kieran Caterina | -0- | -0- | N/A | N/A | 7,000 (d) | 217,280 | Diane LaPointe | -0- | -0- | N/A | N/A | 6,500 (e) | 201,760 | Agnes Mullady | -0- | -0- | N/A | N/A | 20,500 (f) | 636,320 | Bruce Alpert | -0- | -0- | N/A | N/A | 4,000 (g) | 124,160 | Henry Van der Eb | -0- | -0- | N/A | N/A | 1,000 (h) | 31,040 | Robert S. Zuccaro | -0- | -0- | N/A | N/A | -0- | -0- |
| | Number of Unvested RSAs and | | Market Value of Unvested RSAs and RSUs (GAMCO) | | | | | | Mario J. Gabelli | | | -0- | | (a) | | $ | -0- | | (a) | Douglas R. Jamieson | | | 100,000 | | (c) | | | 2,498,000 | | (b) | Peter D. Goldstein | | | 12,000 | | (d) | | | 299,760 | | (b) | Kieran Caterina | | | 11,000 | | (e) | | | 274,780 | | (b) |
(a) | On November 30, 2015, pursuantAs discussed under “Employment Agreements” on pages 21 to 22, the spin-off of Associated Capital which containedCompany held an RSU agreement with Mr. Gabelli during the Company’s alternative investment management business, its institutional research services business and certain cash and other assets, our named executive officers, alongperiod covered by this Proxy Statement. This was not outstanding at December 31, 2021, as it was settled in accordance with certainthe terms of the Company’s other teammates, received shares of Associated Capital’s Class A common stock as a result of their ownership of their GAMCO unvested restricted stock awards. These GAMCO awards entitled them to the same benefits as holders of the Company’s Class A Stock, which was one share of Associated Capital’s Class A common stock for each share of GAMCO’s Class A Stock. The vesting and other provisions of the Associated Capital awards that were receivedRSU agreement when vested on the spin-off date are identical to those of the related GAMCO awards. January 2, 2020. |
(b) | The market value of the outstanding unvested GAMCO restricted stock awardsRSAs on the above table is determined with reference to the $31.04$24.98 per share closing price of GAMCO’s Class A Stock on December 31, 2015 and is reflective of the transfer of value of that portion of the Company that was distributed to, and ascribed to the value of the stock of, Associated Capital. To reflect the full value as of December 31, 2015 of the awards that the named executive officers hold of both companies, the following notes to the above table include disclosure of the additional value attributable to the market value of the outstanding unvested stock awards of Associated Capital’s Class A common stock and is determined with reference to the $30.50 per share closing price of Associated Capital’s Class A common stock on December 31, 2015.2021. |
(b)(c) | Mr. Jamieson’s restricted stock awardsRSAs will vest on August 6, 2016March 5, 2023 and 2025 as to 30% and 70%, respectively, of 6,00040,000 shares annuallyand on August 6th of each of 2017 toDecember 28, 2023 as to 10% each of 6,000 shares, on September 15, 2017and 2025 as to 30% and 70%, respectively, of 2,000 shares, and annually on September 15th of each of 2018 to 2024 as to 10% each of 2,00030,000 shares in accordance with the terms of his restricted stock awardRSA agreements. As discussed in note (a), the value of the GAMCO restricted stock awards in the above table is reflective of the transfer of value of that portion of the Company that was distributed to, and ascribed to the value of the stock of, Associated Capital. To reflect the full value as of December 31, 2015 of the awards that Mr. Jamieson holds of both companies, one needs to add the value of the GAMCO restricted stock awards at December 31, 2015 shown in the above table to the value of the 8,000 unvested stock awards of Associated Capital’s Class A common stock which he held on that date. The market value of his Associated Capital unvested stock awards on December 31, 2015 was $244,000 which is determined with reference to the $30.50 per share closing price of Associated Capital’s Class A common stock on that day. Therefore the total market value of his GAMCO and Associated Capital unvested stock awards on December 31, 2015 was $492,320. |
(c) Mr. Handwerker’s restricted stock awards will vest on September 15, 2017 as to 30% of 1,000 shares, and annually on September 15th of each of 2018 to 2024 as to 10% each of 1,000 shares, in accordance with the terms of his restricted stock award agreements. As discussed in note (a), the value of the GAMCO restricted stock awards in the above table is reflective of the transfer of value of that portion of the Company that was distributed to, and ascribed to the value of the stock of, Associated Capital. To reflect the full value as of December 31, 2015 of the awards that Mr. Handwerker holds of both companies, one needs to add the value of the GAMCO restricted stock awards at December 31, 2015 shown in the above table to the value of the 1,000 unvested stock awards of Associated Capital’s Class A common stock which he held on that date. The market value of his Associated Capital unvested stock awards on December 31, 2015 was $30,500 which is determined with reference to the $30.50 per share closing price of Associated Capital’s Class A common stock on that day. Therefore the total market value of his GAMCO and Associated Capital unvested stock awards on December 31, 2015 was $61,540.
(d) Mr. Caterina’s restricted stock awards will vest on August 6, 2016 as to 30% of 5,000 shares, annually on August 6th of each of 2017 to 2023 as to 10% each of 5,000 shares, on September 15, 2017 as to 30% of 1,000 shares, annually on September 15th of each of 2018 to 2024 as to 10% each of 1,000 shares, on January 15, 2018 as to 30% of 1,000 shares, and on January 15, 2020 as to 70% of 1,000 shares, in accordance with the terms of his restricted stock award agreements. As discussed in note (a), the value of the GAMCO restricted stock awards in the above table is reflective of the transfer of value of that portion of the Company that was distributed to, and ascribed to the value of the stock of, Associated Capital. To reflect the full value as of December 31, 2015 of the awards that Mr. Caterina holds of both companies, one needs to add the value of the GAMCO restricted stock awards at December 31, 2015 shown in the above table to the value of the 7,000 unvested stock awards of Associated Capital’s Class A common stock which he held on that date. The market value of his Associated Capital unvested stock awards on December 31, 2015 was $213,500 which is determined with reference to the $30.50 per share closing price of Associated Capital’s Class A common stock on that day. Therefore the total market value of his GAMCO and Associated Capital unvested stock awards on December 31, 2015 was $430,780.
(e) Ms. LaPointe’s restricted stock awards will vest on August 6, 2016 as to 30% of 5,000 shares, annually on August 6th of each of 2017 to 2023 as to 10% each of 5,000 shares, on September 15, 2017 as to 30% of 500 shares, annually on September 15th of each of 2018 to 2024 as to 10% each of 500 shares, on January 15, 2018 as to 30% of 1,000 shares, and on January 15, 2020 as to 70% of 1,000 shares, in accordance with the terms of her restricted stock award agreements. As discussed in note (a), the value of the GAMCO restricted stock awards in the above table is reflective of the transfer of value of that portion of the Company that was distributed to, and ascribed to the value of the stock of, Associated Capital. To reflect the full value as of December 31, 2015 of the awards that Ms. LaPointe holds of both companies, one needs to add the value of the GAMCO restricted stock awards at December 31, 2015 shown in the above table to the value of the 6,500 unvested stock awards of Associated Capital’s Class A common stock which she held on that date. The market value of her Associated Capital unvested stock awards on December 31, 2015 was $198,250 which is determined with reference to the $30.50 per share closing price of Associated Capital’s Class A common stock on that day. Therefore the total market value of her GAMCO and Associated Capital unvested stock awards on December 31, 2015 was $400,010.
(f) Ms. Mullady’s restricted stock awards will vest on August 6, 2016 as to 30% of 14,000 shares, annually on August 6th of each of 2017 to 2023 as to 10% each of 14,000 shares, on September 15, 2017 as to 30% of 4,000 shares, annually on September 15th of each of 2018 to 2024 as to 10% each of 4,000 shares, on January 15, 2018 as to 30% of 2,500 shares, and on January 15, 2020 as to 70% of 2,500 shares, in accordance with the terms of her restricted stock award agreements. As discussed in note (a), the value of the GAMCO restricted stock awards in the above table is reflective of the transfer of value of that portion of the Company that was distributed to, and ascribed to the value of the stock of, Associated Capital. To reflect the full value as of December 31, 2015 of the awards that Ms. Mullady holds of both companies, one needs to add the value of the GAMCO restricted stock awards at December 31, 2015 shown in the above table to the value of the 20,500 unvested stock awards of Associated Capital’s Class A common stock which she held on that date. The market value of her Associated Capital unvested stock awards on December 31, 2015 was $625,250 which is determined with reference to the $30.50 per share closing price of Associated Capital’s Class A common stock on that day. Therefore the total market value of her GAMCO and Associated Capital unvested stock awards on December 31, 2015 was $1,261,570.
(g) | Mr. Alpert’s restricted stock awardsJamieson’s phantom RSAs will vest on August 6, 2016June 15, 2024 and 2026 as to 30% and 70%, respectively, of 4,00030,000 shares in accordance with the terms of his phantom RSA agreement. |
(d) | Mr. Goldstein’s RSAs will vest on December 28, 2023 and annually on August 6th of each of 2017 to 20232025 as to 10% each30% and 70%, respectively, of 8,000 shares in accordance with the terms of his RSA agreement. Mr. Goldstein’s phantom RSAs will vest on June 15, 2024 and 2026 as to 30% and 70%, respectively, of 4,000 shares in accordance with the terms of his restricted stock award agreements. As discussed in note (a), the value of the GAMCO restricted stock awards in the above table is reflective of the transfer of value of that portion of the Company that was distributed to, and ascribed to the value of the stock of, Associated Capital. To reflect the full value as of December 31, 2015 of the awards that Mr. Alpert holds of both companies, one needs to add the value of the GAMCO restricted stock awards at December 31, 2015 shown in the above table to the value of the 4,000 unvested stock awards of Associated Capital’s Class A common stock which he held on that date. The market value of his Associated Capital unvested stock awards on December 31, 2015 was $122,000 which is determined with reference to the $30.50 per share closing price of Associated Capital’s Class A common stock on that day. Therefore the total market value of his GAMCO and Associated Capital unvested stock awards on December 31, 2015 was $246,160.phantom RSA agreement. |
(h)(e) | Mr. Van der Eb’s restricted stock awardsCaterina’s RSAs will vest on August 6, 2016March 5, 2023 and 2025 as to 30% and 70%, respectively, of 1,000 shares and annually on August 6th of each of 2017 to 2023 as to 10% each of 1,0004,000 shares in accordance with the terms of his restricted stock award agreements. As discussedRSA agreement. Mr. Caterina’s phantom RSAs will vest on June 15, 2024 and 2026 as to 30% and 70%, respectively, of 7,000 shares in note (a),accordance with the value of the GAMCO restricted stock awards in the above table is reflective of the transfer of value of that portion of the Company that was distributed to, and ascribed to the value of the stock of, Associated Capital. To reflect the full value as of December 31, 2015 of the awards that Mr. Van der Eb holds of both companies, one needs to add the value of the GAMCO restricted stock awards at December 31, 2015 shown in the above table to the value of the 1,000 unvested stock awards of Associated Capital’s Class A common stock which he held on that date. The market valueterms of his Associated Capital unvested stock awards on December 31, 2015 was $30,500 which is determined with reference to the $30.50 per share closing price of Associated Capital’s Class A common stock on that day. Therefore the total market value of his GAMCO and Associated Capital unvested stock awards on December 31, 2015 was $61,540.phantom RSA agreement. |
Options Exercises, RSAs Vested, and StockRSUs Vested for 20152021
The following table summarizes stock options exercised by and restricted stock awards whichRSAs that vested for the named executives during 2015.2021. There were no stock options exercised by, or RSUs that vested for, the named executives during 2021.
| Option awards | Restricted stock awards | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Mario J. Gabelli | -0- | -0- | -0- | -0- | | Douglas R. Jamieson | -0- | -0- | 2,000 | 118,260 | (a) | Kevin Handwerker | -0- | -0- | 3,000 | 177,390 | (a) | Kieran Caterina | -0- | -0- | 1,000 | 59,130 | (a) | Diane M. LaPointe | -0- | -0- | 1,000 | 59,130 | (a) | Agnes Mullady | -0- | -0- | 2,000 | 118,260 | (a) | Bruce Alpert | -0- | -0- | 1,500 | 88,695 | (a) | Henry Van der Eb | -0- | -0- | 1,000 | 59,130 | (a) | Robert S. Zuccaro | -0- | -0- | -0- | -0- | |
(a) Includes $2,540, $3,810, $1,270, $1,270, $2,540, $1,905 and $1,270 payment on the vesting date of accumulated cash dividends on these RSAs for Mr. Jamieson, Mr. Handwerker, Mr. Caterina, Ms. LaPointe, Ms. Mullady, Mr. Alpert and Mr. Van der Eb, respectively.
| | RSAs | | Name | | Number of shares acquired on vesting (#) | | |
Value realized on vesting ($) | | Douglas R. Jamieson | | | 30,000 | | | $ | 828,695 | | Kieran Caterina | | | 14,000 | | | | 381,855 | | Bruce Alpert | | | 3,000 | | | | 76,680 | | Henry G. Van der Eb | | | 2,000 | | | | 53,150 | |
Nonqualified Deferred Compensation Table for 20152021 There was no nonqualified deferred compensation payable to the named executives during 2015.2021.
Pension Benefits for 20152021
| There were no pension benefit plans for any of the named executives during 2015.2021. |
Potential Payments uponUpon Termination of Employment or Change-of-Control. Upon a change-of-control of the Company, Mr. Gabelli’s RSUs, if any (none are currently outstanding), and all RSAs held by the other named executives (if still employed by the Company at such time) automatically vest, and the accumulated but unpaid dividends associated with thesethe RSAs would become immediately payable. There were no accumulated dividends associated with the RSUs. The following table sets forth information on the value of GAMCO RSA’sRSUs and RSAs held on December 31, 20152021 and the accumulated but unpaid dividends on these sharesthe RSAs through December 31, 2015,2021, which would have been payable had a change-of-control occurred on that date. The price per share assumed is $31.04,$24.98, which was the closing price of Class A Stock on December 31, 2015. See note 2021. | | Fair Value of Unvested GBL RSAs and RSUs at December 31, 2021 | | | Accumulated but Unpaid Dividends on these RSAs at December 31, 2021 | | | | | Mario J. Gabelli | | $ | -0- | (a) | | $ | -0- | | | $ | -0- | (a) | Douglas R. Jamieson | | | 2,498,000 | | | | 188,600 | | | | 2,686,600 | | Peter D. Goldstein | | | 299,760 | | | | 17,120 | | | | 316,880 | | Kieran Caterina | | | 274,780 | | | | 12,880 | | | | 287,660 | | Total | | $ | 3,072,540 | | | $ | 218,600 | | | $ | 3,291,140 | |
(a) | As discussed under Employment Agreements on pages 21 to 22, the Company held an RSU agreement with Mr. Gabelli during the period covered by this Proxy Statement. This was not outstanding at December 31, 2021, as it was settled in accordance with the terms of the RSU agreement when vested on January 2, 2020. |
CEO PAY RATIO Smaller reporting companies are not required to provide the Outstanding Equity Awards at December 31, 2015 table for discussion of the adjustment of market value of these awards that occurred as a result of the spin-off of Associated Capital on November 30, 2015. The table below excludes the fair value of the Associated Capital awards that the named executives received pursuant to the spin-off.information required by this item. | | | | | | | | | | | | | | | | | | | | Name | | Fair Value of Unvested GBL RSA’s at December 31, 2015 | | | Accumulated but Unpaid Dividends on These RSA’s at December 31, 2015 | | | Total ($) | | Mario J. Gabelli | | | -0- | | | | -0- | | | | -0- | | Douglas R. Jamieson | | 248,320 | | | 9,600 | | | 257,920 | | Kevin Handwerker | | 31,040 | | | 600 | | | 31,640 | | Kieran Caterina | | 217,280 | | | 7,880 | | | 225,160 | | Diane LaPointe | | 201,760 | | | 7,580 | | | 209,340 | | Agnes Mullady | | 636,320 | | | 22,700 | | | 659,020 | | Bruce Alpert | | 124,160 | | | 5,600 | | | 129,760 | | Henry Van der Eb | | 31,040 | | | 1,400 | | | 32,440 | | Robert S. Zuccaro | | -0- | | | -0- | | | -0- | | Total | | $1,489,920 | | | $55,360 | | | $1,545,280 | |
CERTAIN OWNERSHIP OF OUR STOCK The following table sets forth, as of February 29, 2016,March 31, 2022, certain information with respect to all persons known to us who beneficially own more than 5% of the Class A Stock or Class B Stock. The table also sets forth information with respect to stock ownership of the directors, nominees, each of the executive officers named in the Summary Compensation Table, and all directors and executive officers as a group. The number of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which a person has the sole or shared voting or investment power and any shares which the person can acquire within 60 days (e.g., through the exercise of stock options). Except as otherwise indicated, the shareholders listed in the table have sole voting and investment power with respect to the shares set forth in the table. Name of Beneficial Owner* | | Title of Class | | Number of Shares | | | Number of Shares Acquirable within 60 days(1) | | Percent of Class (%) | | | | | | Number of Shares Acquirable within 60 days | | | 5% or More Shareholders | | | | | | | | | | | | | | | | | | Frederick J. Mancheski | | Class A | | 1,705,974 | | (2) | -0- | | 15.97 | | | | | | | | | | | | | | | | | | | | | | | | Horizon Kinetics Asset Management LLC
| | | Class A | | 435,387 | (1)
| -0- | | 5.76 | Neuberger Berman Group LLC
| | | Class A
| | 412,651
| (2)
| -0-
| | 5.46 | | | | | | | | | | | | | | | | | | | Directors and Executive Officers | | | | | | | | | | | | | | | | | | Mario J. Gabelli | | Class A | | 4,433,055 | | (3) | -0- | | 41.49 | | Class A | | 2,454,540 | (3) | -0- | | 32.47 | | | Class B | | 18,837,036 | | (4) | -0- | | 98.59 | | Class B | | 18,767,036 | (4) | -0- | | 98.65 | Douglas R. Jamieson | | Class A | | 14,395 | | (5) | -0- | | ** | | Class A | | 93,747 | | -0- | | 1.24 | | | Class B | | 29,471 | | | -0- | | ** | | Class B | | 29,471 | | -0- | | ** | Kevin Handwerker | | Class A | | 1,000 | | | -0- | | ** | | Peter D. Goldstein | | | Class A | | 9,694 | | -0- | | ** | Kieran Caterina | | Class A | | 8,380 | | | -0- | | ** | | Class A | | 11,143 | | -0- | | ** | Diane M. LaPointe | | Class A | | 7,130 | | | -0- | | ** | | Agnes Mullady | | Class A | | 31,561 | | | -0- | | ** | | Bruce Alpert | | Class A | | 10,839 | | | -0- | | ** | | Class A | | 10,655 | | -0- | | ** | | | Class B | | 1,720 | | | -0- | | ** | | Class B | | 1,720 | | -0- | | ** | Henry Van der Eb | | Class A | | 1,676 | | | -0- | | ** | | Class A | | -0- | | -0- | | ** | Robert S. Zuccaro | | Class A | | 5,000 | | | -0- | | ** | | | | | | | | | | | | Edwin L. Artzt | | Class A | | 3,000 | | | -0- | | ** | | Class A | | 3,000 | | -0- | | ** | Raymond C. Avansino, Jr. | | Class A | | 90,000 | | (6) | -0- | | ** | | Class A | | 141,500 | (5) | -0- | | 1.87 | Marc J. Gabelli | | Class A | | 20,766 | | | -0- | | ** | | | | Class B | | 3,018 | | | -0- | | ** | | Leslie B. Daniels | | | Class A | | 10,000 | | -0- | | ** | Eugene R. McGrath | | Class A | | 5,300 | | (7) | -0- | | ** | | Class A | | 12,455 | (6) | -0- | | ** | Robert S. Prather, Jr. | | Class A | | 10,010 | | | -0- | | ** | | Class A | | 10,010 | | -0- | | ** | Elisa M. Wilson | | Class A | | 3,500 | | | -0- | | ** | | Class A | | -0- | | -0- | | ** | | | Class B | | 15,808 | | | -0- | | ** | | Class B | | 23,808 | | -0- | | ** | All Directors & Executive Officers as a Group (15 persons) | | Class A | | 4,645,612 | | | -0- | | 43.48 | | All Directors & Executive Officers as a Group (12 persons) | | | Class A | | 2,756,744 | | -0- | | 36.47 | | | Class B | | 18,887,053 | | | -0- | | 98.85 | | Class B | | 18,822,035 | | -0- | | 98.94 |
(*) | The address of each beneficial owner of more than 5% of the Class A Stock or Class B Stock is as follows: Frederick J. Mancheski, 1060 Vegas Valley Drive, Las Vegas, Nevada 89109; BlackRock, Inc., 55 East 52Horizon Kinetics Asset Management LLC, 470 Park Avenue South, 4ndth Street,Floor, New York, NY 1005510016, Neuberger Berman Group LLC, 1290 Avenue of the Americas, New York, NY 10104, and Mario J. Gabelli, GAMCO Investors, Inc., One Corporate Center, Rye, NY 10580.191 Mason Street, Greenwich, CT 06830. |
(**) | Represents beneficial ownership of less than 1%.
Pursuant to a resolution approved by the Board, as of February 24, 2016,March 31 2022, there are 682,618599,943 shares of the Class B Stock that may be converted into Class A Stock. |
(1) | Reflects stock options which are currently exercisable or exercisable within 60 daysBased on information contained in an amendment to Schedule 13G filed with the SEC on January 27, 2022, Horizon Kinetics Asset Management LLC, a Delaware limited liability company, beneficially owns an aggregate of March 1, 2016.435,387 shares of Class A Stock, with sole voting and dispositive power over such shares. |
(2) | As reportedBased on information contained in Amendment No. 6 toa Schedule 13D13G filed with the SEC by Frederick J. Mancheski on July 2, 2015, Mr. MancheskiFebruary 14, 2022, Neuberger Berman Group LLC, a Delaware limited liability company (“NBG”) and Neuberger Berman Investment Advisors, the investment manager of NBG, beneficially owns 1,705,974own an aggregate of 412,651 shares of Class A Stock. According toStock, with shared voting and dispositive power over these shares. |
(3) | Of this filing, 802,735 of the sharesamount, 8,642 are owned directly by Mr. Mancheski, 758,397Gabelli, 21,006 shares are held by Mancheski, LLC and 144,842GGCP, 816,501 shares are ownedheld by the Frederick J. Mancheski 2009 Irrevocable Trust. Pursuant to an ExchangeGCIA, and Standstill Agreement between GAMCO and Mr. Mancheski, dated May 31, 2006, Mr. Mancheski agreed, among other things, (i) not to solicit proxies in opposition to Company management; (ii) not to attempt to exercise any control over management or the Company; (iii) to vote his shares in favor of the nominees and positions advocated by the Board; (iv) subject to certain exceptions, not to acquire any additional shares of the Company or seek to acquire the Company; (v) not to become part of a “group” with any other persons; (vi) not to initiate, propose or submit one or more shareholder proposals or induce or attempt to induce any other person to initiate any shareholder proposal; (vii) not to seek to call, or to request the call of, a special meeting of the Company’s shareholders, or make a request for a list of the Company’s shareholders; (viii) not to deposit any Class A Stock or other Voting Securities (as defined in the Exchange and Standstill Agreement) in a voting trust or enter into any other arrangement or agreement with respect to the voting thereof; and (ix) not to commence, encourage, or support any derivative action in the name of the Company or any class action against the Company or any of its officers or directors, each for a period of ten years. |
(3) | Includes 40,0001,608,391 shares held by GGCP and 4,393,055 shares held by Gabelli Securities, Inc.AC. Mr. Gabelli has voting and dispositive control of these shares. |
(4) | Of this amount, 463,295453,295 are owned directly by Mr. Gabelli and 18,373,74118,313,741 of these shares are owned by Holdings via GGCP. Mr. Gabelli may be deemed to have beneficial ownership of the Class B Stock held by Holdings on the basis of (i) his position as the Chief Executive OfficerCEO of, a director of, and the controlling shareholder of GGCP which is the manager and the majority member of Holdings, and (ii) a certain profit interest in Holdings. Mr. Gabelli disclaims beneficial ownership of the shares owned by Holdings except to the extent of his pecuniary interest therein. |
(5) | Includes 2,460Of these shares, 71,000 shares are owned by an entity for which Mr. Jamieson is the Uniform Gift to Minors Act Custodian for his minor childrens’ accounts and 820 shares held by one of his children who has reached the age of legal majority but who continues to reside inAvansino serves as a director, officer, or trustee. Mr. Jamieson’s household. Mr. Jamieson has voting and dispositive controlAvansino disclaims beneficial ownership of these shares. |
(6) | Includes 60,0002,350 shares that are ownedheld by two entitiesa trust for which Mr. Avansino serves asMcGrath is a directortrustee and officer. Mr. Avansino disclaims beneficial ownership of these 60,000 shares. |
(7) | Mr. McGrath has shared voting and dispositive power with respect to these shares.shares with his spouse. |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Based solely on a review of filings made under Section 16(a) of the Securities Exchange Act of 1934, we believe that our directors and executive officers and our shareholders who own 10% or more of our Class A Stock or Class B Stock have complied with the requirements of Section 16(a) of the Securities Exchange Act of 1934 to report ownership, and transactions which change ownership, on time for 2015.2021, except that Henry Van der Eb filed late a Form 4 relating to a transaction that occurred on December 21, 2021. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS GGCP, through Holdings, owns a majority of our Class B Stock representing approximately 91%93% of the combined voting power and approximately 62%69% of the outstanding shares of our common stock atCommon Stock as of December 31, 2015.2021. Mr. Mario Gabelli serves as the Chief Executive Officer,CEO, a director, and is the controlling shareholder of GGCP. Various family members of Mr. Mario Gabelli are shareholders of GGCP, including Mr. Marc Gabelli and Ms. Wilson. Mr. Marc Gabelli serves as President and Managing Director of GGCP. GSI, a subsidiary of Associated Capital, owns 4.4AC and its subsidiaries owned approximately 2.4 million shares of our Class A Stock, representing approximately 2%1% of the combined voting power and 15%9% of the outstanding shares of our common stockCommon Stock at December 31, 2015.2021. AC is majority-owned by Holdings.
For 2015, the Company incurred variable costs of $432,384 for actual usage (but not the fixed costs) relating to our use of aircraft in which GGCP owns the fractional interests.
We leaseSince 1997, we have leased an approximately 60,000 square foot building located at 401 Theodore Fremd Avenue,One Corporate Center, Rye, New York as our headquarters (the “Building”) from M4E,M4E, an entity that is owned by family members of Mr. Mario Gabelli, including Mr. Marc Gabelli and Ms. Wilson. Under the lease for the Building, which, was extended for an additional five year term on June 11, 2013, was extended to December 31, 2028 with no change to the base rental of $18 per square foot, and now expires on December 31, 2028, we are responsible for all operating expenses, costs of electricity, and other utilities and taxes. For the period January 1, 2015 through December 31, 2015,2021, the rent was $1,183,805,$1,293,920, or $19.73$21.57 per square foot. As membersa member of M4E, Mr. Marc Gabelli andM4E, Ms. Wilson each areis entitled to receive theirher pro-rata share of payments received by M4EM4E under the lease.
We subleasesub-lease approximately 3,3005,200 square feet in the Building to LICT, a company for which Mr. Mario Gabelli serves as Chairman and CEO and is deemed to be the controlling shareholder. LICTAC. AC pays rent to us at the base rate of $28$22.32 per square foot plus $3 per square foot for electricity, subject to adjustment for increases in taxes and other operating expenses. The total amount paid to us in 20152021 for rent and other expenses under this lease was $119,686. This sublease expires on December 5, 2023. $73,705. We also subleasesub-lease approximately 1,6002,800 square feet in the Building to Teton, a company for which Mr. Mario Gabelli serves as a portfolio manager. TetonMorgan Group Holding Co. (“Morgan”), an affiliate of GAMCO. Morgan pays rent to us at the base rate of $37.75$22.32 per square foot plus $3 per square foot for electricity, subject to adjustment for increases in taxes and other operating expenses. The total amountsamount paid in 2015 to us2021 for rent and other expenses under this lease were $69,632. was $75,903. We lease approximately 1,599 square feet ofsub-lease office space in Reno, Nevada from Miami Oil Producers, Inc.,a building owned by AC at 191 Mason Street, Connecticut. The total amount paid in 2021 for which Mr. Avansino serves as the Chairman and President.rent under this lease was $116,400. We pay a base rent of $3,118 per month plus the cost of parking and subject to adjustment annually for changes in the consumer price index. We entered into the current lease on January 1, 2011 with a 3 year term and thereafter subject to an option to extend the term for a year at a time. We extended the term by one year on January 1, 2015 with it remaining subject to an option to extend the term for one year at a time. We further extended the term by one year on January 1, 2016 with it remaining subject to an option to extend the term for one year at a time. For the period January 1, 2015 through December 31, 2015, the rent was $39,495, or $24.70 per square foot. In 2009, GAMCO entered into a sublease of a portion of thissub-lease office space in Reno, Nevada to CIBL, Inc. (“CIBL”). Mr. Mario Gabelli is a director of CIBL and its largest shareholder. Under the terms of the Reno sublease, the Company granted CIBL the right to use such part of GAMCO’s Reno office as the Company and CIBL shall from time to time agree.building owned by AC at 3 St. James’s Place, London, U.K. The sublease granted CIBL the right to use spacetotal amount paid in the Reno office until July 31, 2009 with an automatic renewal2021 for one additional calendar year which extended the sublease until July 31, 2010. Since August 1, 2010, the space has been subleased on a month-to-month basis. For 2015, the rent for the Reno subleaseunder this lease was $6,000.£200,000. In addition to the sublease of space in the Building, weWe entered into a number of agreements in connection with the Company’s distribution of the shares of Class A and B common stock in Teton in March 2009. These agreements are as follows: a Separation and Distribution Agreement, an Administrative and Management Services Agreement (“Administrative(the “Administrative Agreement”), and Service Mark and Name License Agreement (the “License Agreement”). Pursuant to the Administrative Agreement, we provide certain services to Teton, including senior executive functions, strategic planning, and general corporate management services; mutual fund administration services; treasury services, including insurance and risk management services and administration of benefits; operational and general administrative assistance, including office space, office equipment, administrative personnel, payroll, and procurement services, as needed; accounting and related financial services; legal, regulatory, and compliance advice, including the retention of a Chief Financial Officer and a Chief Compliance Officer; and human resources functions, including sourcing of permanent and temporary employees, as needed, recordkeeping, performance reviews, and terminations. Effective January 1, 2011, Teton and GBL renegotiated the Administrative Agreement was amended to be basedterms of their sub-administration agreement from a flat 0.20% on a tiered formula as opposed to a fixed rate. Under the amended agreement,average net assets of the Company is compensatedmutual funds managed by Teton 20 basis points annuallyto 0.20% on the first $370 million ofin average net assets, under management (“AUM”) in the Teton funds, 12 basis points annually0.12% on the next $630 million ofin average AUM in the Teton funds,net assets, and 10 basis points annually of0.10% on average AUM in the Teton fundsnet assets in excess of $1 billion. The License Agreement providesbillion, as compensation for providing mutual fund administration services. Additionally, Teton and the funds that it manages the usepaid to GBL an administrative services fee of certain names and service marks. Effective April 1, 2014, the Administrative Agreement was further amended to increase the fixed monthly component of it from $15,000 per month to $25,000$4,167 per month. Pursuant to the Administrative Agreement and the License Agreement,For 2021, the Company was compensated in 2015 by Teton in the amount of $25,000 per month, or $300,000$50,000 for the full year, plus an average of 13.415.1 basis points of the average AUM in the Teton funds (pursuant to the tiered formula) for providing mutual fund administration services to these funds, or $1,934,852$1.5 million for 2015. We sublease space2021. Effective October 1, 2018, Teton and GBL entered into an additional agreement whereby GBL acts as the sub-administrator for the Keeley-Teton funds in exchange for a flat annual fee of $24,000 and a variable annual fee equal to 2.5 basis points of the Building toaverage AUM of the Keeley-Teton funds. During 2021, Teton as discussed above.paid GBL $167,961. G.distributors, LLC (“G.distributors”), an affiliated broker-dealer of the Company, served as distributor to the seven mutual8 open-end funds that are managed by Teton during 2015.2021. In 2015,2021, the funds managed by Teton paid G.distributors $4,259,404$1,540,437 in distribution fees, of which $3,842,257$1,512,027 was reallocated to other broker dealers by G.distributors. In 2015, Mr. Mario Gabelli earned $1,741,117addition, in portfolio manager compensation for acting as co-manager of the GAMCO Westwood Mighty Mites Fund, a Teton micro-cap fund; such amount is excluded from his compensation earned for 2015 shown earlier in the Summary Compensation Table for 2015 as indicated in footnote (c) to that table.
Effective January 1, 2014, GAMCO and Funds Advisor each entered into a research services agreement with G.research, LLC,2021, Keeley-Teton Advisors, Inc., a wholly-owned subsidiary of Gabelli Securities, Inc. (which is a majority-owned subsidiary of Associated Capital subsequent to the spin-off), for G.research, LLC to provide them with the same types of research services that it provides to its other clients. In 2015, GAMCO and Funds AdvisorTeton, paid G.research, LLC $725,000 and $805,000, respectively.G.distributors $180,000 in distribution fees.
In connection with the spin-off of Associated CapitalAC in November 2015, we entered into certain other agreements with Associated CapitalAC to define our ongoing relationship with Associated CapitalAC after the spin-off. These other agreements define responsibility for obligations arising before and after the distribution date, including certain transitional services and taxes, and are summarized below.
Separation and Distribution Agreement On November 30, 2015, we entered into a Separation and Distribution Agreement with Associated CapitalAC (the “Separation Agreement”), which contains the key provisions relating to the separation of Associate Capital’sAC’s business from that of GAMCO and the distribution of the Associated CapitalAC common stock. The Separation Agreement identified the assets transferred, liabilities assumed, and contracts assigned to Associated CapitalAC by GAMCO and by Associated CapitalAC to GAMCO in the spin-off and describes when and how these transfers, assumptions, and assignments occurred. The Separation Agreement also includes procedures by which GAMCO and Associated CapitalAC became separate and independent companies. The Separation Agreement also provides that, as of November 30, 2015, each party released the other party and their respective affiliates and their directors, officers, employees, and agents from all claims, demands, and liabilities, in law and in equity, against such other party, which such releasing party has or may have had relating to events, circumstances, or actions taken by such other party prior to the distribution. This release does not apply to claims arising from the Separation Agreement. Indemnification GAMCO has agreed to indemnify Associated CapitalAC and its directors, officers, employees, agents, and affiliates (collectively, ‘‘Associated Capital indemnitees’’“AC Indemnitees”) against all losses, liabilities, and damages incurred or suffered by any of the Associated Capital indemniteesAC Indemnitees arising out of: •GAMCO’s business; •the failure or alleged failure of GAMCO or any of its subsidiaries to pay, perform, or otherwise discharge in due course any of GAMCO liabilities; •a breach by GAMCO of any of its obligations under the Separation Agreement; and •any untrue statement or alleged untrue statement of a material fact: (i) contained in any document filed with the SEC by GAMCO pursuant to any securities rule, regulation, or law, (ii) otherwise disclosed by GAMCO or its subsidiaries to investors or potential investors in GAMCO or its subsidiaries, or (iii) furnished to any Associated Capital indemniteeAC Indemnitee by GAMCO or any of its subsidiaries for inclusion in any public disclosures to be made by any Associated Capital indemnitee;AC Indemnitee; or any omission or alleged omission to state in any information described in clauses (i), (ii), or (iii) a material fact necessary to make the statements not misleading. The indemnity described in this paragraph is available only to the extent that Associated CapitalAC losses are caused by any such untrue statement or omission or alleged untrue statement or omission, and the information which is the subject of such untrue statement or omission or alleged untrue statement or omission was not supplied after the spin-off by Associated CapitalAC or its agents. Similarly, Associated CapitalAC has agreed to indemnify GAMCO and its directors, officers, employees, agents, and affiliates (collectively, ‘‘GAMCO indemnitees’’“GAMCO Indemnitees”) against all losses, liabilities, and damages incurred or suffered by any of the GAMCO indemniteesIndemnitees arising out of: •Associated Capital’s business;27
• AC’s business; • the failure or alleged failure of Associated CapitalAC or any of its subsidiaries to pay, perform, or otherwise discharge in due course any of Associated CapitalAC liabilities; •a breach by Associated CapitalAC of any of its obligations under the Separation Agreement; and •any untrue statement or alleged untrue statement of a material fact: (i) contained in any document filed with the SEC by Associated CapitalAC following the distribution pursuant to any securities rule, regulation, or law, (ii) otherwise disclosed following the distribution by Associated CapitalAC or its subsidiaries to investors or potential investors in Associated CapitalAC or its subsidiaries, or (iii) furnished to any GAMCO indemnitee by Associated CapitalAC or any of its subsidiaries for inclusion in any public disclosures to be made by any GAMCO indemnitee; or any omission or alleged omission to state in any information described in clauses (i), (ii), or (iii) a material fact necessary to make the statements not misleading. The indemnity described in this paragraph is available only to the extent that GAMCO losses are caused by any such untrue statement or omission or alleged untrue statement or omission, and the information which is the subject of such untrue statement or omission or alleged untrue statement or omission was not supplied by GAMCO or its agents. Transitional Administrative and Management Services Agreement On November 30, 2015, we entered into a Transitional Administrative and Management Services Agreement with Associated CapitalAC (the “Transition Services Agreement”) pursuant. The agreement calls for GAMCO to which GAMCO will provide Associated Capital with a variety of services and Associated Capital will provide payroll services to GAMCO following the spin-off. Among the principal services GAMCO will provide to Associated Capital are: accounting, financial reporting and consolidationAC certain administrative services including the services of a financial and operations principal;
treasury services, including, without limitation, insurance and risk management services and administration of benefits;
• tax planning, tax return preparation, recordkeeping and reporting services;
• human resources, including but not limited to the sourcing of permanentto: human resources, compliance, legal, payroll, information technology, and temporary employees as needed, recordkeeping, performance reviews and terminations;
• legal and compliance advice, including the services of a Chief Compliance Officer;
• technical/technology consulting; and
•operations and general administrative assistance, including office space, office equipment and furniture, payroll, procurement, and administrative personnel.
In providing the services pursuant to this agreement, GAMCO may, subject to the prior written consent of Associated Capital, employ consultants and other advisers in addition to utilizing its own employees.operations. Services provided by GAMCO to Associated CapitalAC or by Associated CapitalAC to GAMCO under the Transition Services Agreement are charged at cost and for the fiscal year ended December 31, 2015,2021, we paid Associated Capital approximately $1,862,353,AC $2,614,479 and Associated CapitalAC paid $838,504$5,731,648 to us.
Services provided by GAMCO to Morgan, which was spun off from AC on August 5, 2020, under the Transition Services Agreement are charged at cost and for the year ended December 31, 2021, Morgan paid $393,737 to us. The Transition Services Agreement has ahad an initial term of twelve months but has continued in full force and may be extended in whole or in part by agreement of the parties.has not been terminated to date. The Transition Services Agreement is terminable by either party on 30 days’ prior written notice to the other party. Certain named executives of GAMCO earned an amount during 2021 for services rendered to AC pursuant to the Transition Services Agreement and/or, in some cases, an additional amount that was earned by them directly for incentive-based variable compensation from AC. | GAMCO Named Executives’ Compensation From AC During 2021 | | Earned for services rendered to AC pursuant to the Transition Services Agreement ($) | Earned directly as incentive-based variable compensation from AC ($) | Granted as phantom stock-based award from AC ($) | Mario J. Gabelli | -0- | 9,129,675 | -0- | Douglas R. Jamieson | 1,183,333 | 50,677 | 1,146,240 | Peter D. Goldstein | 93,750 | -0- | 250,740 |
Tax Indemnity and Sharing Agreement On November 30, 2015, we entered into a Tax Indemnity and Sharing Agreement with Associated CapitalAC that provides for certain agreements and covenants related to tax matters involving Associated CapitalAC and us. This agreement covers time periods before and after the distribution. Among the matters addressed in the agreement are filing of tax returns, retention and sharing of books and records, cooperation in tax matters, control of possible tax audits, and contests and tax indemnities. The agreement also provides for limitations on certain corporate transactions that could affect the qualification of the spin-off as tax free under the Internal Revenue Code. Promissory Note
In connection with the spin-off of Associated Capital on November 30, 2015, the Company issued a $250 million promissory note (the “AC 4% PIK Note”) payable to Associated Capital. The AC 4% PIK Note bears interest at 4.0% per annum. The original principal amount has a maturity date of November 30, 2020. Interest on the AC 4% PIK Note will accrue from the date of the last interest payment, or if no interest has been paid, from the effective date of the AC 4% PIK Note. At the election of the Company, payment of interest on the AC 4% PIK Note may be paid in kind (in whole or in part) on the then-outstanding principal amount (a “PIK Amount”) in lieu of cash. The Company will repay the original principal amount of the AC 4% PIK Note to Associated Capital in five equal annual installments of $50 million on each interest payment date up to and including the maturity date. All PIK Amounts added to the outstanding principal amount of the AC 4% PIK Note will mature on the fifth anniversary from the date the PIK Amount was added to the outstanding principal of the AC 4% PIK Note. In no event may any interest be paid in kind subsequent to November 30, 2019. The Company may prepay the AC 4% PIK Note (in whole or in part) prior to maturity without penalty. During 2015, GAMCO accrued interest expense of $833,333 for the AC 4% PIK Note. As of December 31, 2015, $250 million aggregate principal amount was outstanding under the AC 4% PIK Note.
Service Mark and Name License Agreement On November 30, 2015, we entered into the Service Mark and Name License Agreement with Associated Capital AC pursuant to which Associated Capital AC has certain rights to use the ‘‘Gabelli’’“Gabelli” name and the ‘‘GAMCO’’“GAMCO” name.
Other Related Party Transactions
Gabelli Securities, Inc. (“GSI”), a majority-ownedGAMCO serves as the investment advisor for 24 open-end Funds and 14 closed-end Funds and earns advisory fees based on predetermined percentages of the average net assets of the Funds. In addition, G.distributors, the broker dealer subsidiary of Associated Capital after the spin-off, previously owed GAMCO, a demand loan of $16 million bearing interest at 5.5% annually. On December 28, 2015, GSI repaid the demand loan in full plus accrued and unpaid interest. The interest paid by GSI to GAMCO during 2015 was $870,538.
On November 18, 2015, the Company commenced a tender offer (the “Offer”) to purchase for cash up to $100 million aggregate principal amount of its senior unsecured notes due June 1, 2021 at a price of 101% of the principal amount. In connection with the Offer, the Company borrowed $35.0 million from GGCP. The loan has a term of one year and bears interest at 90-day LIBOR plus 3.25%, reset and payable quarterly. Under the terms of the loan agreement, the Company is required to fully pay the loan prior to any accelerated payment of the AC 4% PIK Note. During 2015, GAMCO recorded interest expense of $15,000.
GAMCO Asset Management Inc. (“GAMCO Asset Management”), a wholly-owned subsidiary of the Company, has entered into an agreement to provide advisorydistribution agreements with each of the open-end Funds. As principal distributor, G.distributors incurs certain promotional and administrative services to MJG Associates, which has been wholly-owned by our Chairman and CEO, Mr. Mario Gabelli, since 1990, with respectdistribution costs related to the privatesale of Fund shares, for which it receives a distribution fee from the Funds or reimbursement from the investment funds that it manages. Pursuant to this agreement, MJG Associates paid GAMCO Asset Management $10,000 (excluding reimbursement of expenses) for 2015. Mr. John Gabelli,advisor. For 2021, G.distributors earned $23.7 million in distributions fees. Advisory and distribution fees receivable from the brother of our Chairman and CEO, is the sole shareholder of an entity that is the general partner of two investment partnerships - Manhattan Partners I, L.P. (“Manhattan I”) and Manhattan Partners II, L.P. (“Manhattan II”). Manhattan I and Manhattan II paid GAMCO Asset Management investment advisory fees in the amount of $13,595 for 2015. In addition, an entity that Mr. John Gabelli’s wife is the sole shareholder of is the co-general partner of S.W.A.N. Partners, LP (“S.W.A.N.”), which is a separately managed account of GAMCO Asset Management. S.W.A.N. paid GAMCO Asset Management investment advisory fees in the amount of approximately $20,406 for 2015. Funds were $26.9 million at December 31, 2021.
On June 30, 2015, G.research LLC (“G.research”) was formed as a single member LLC of Distributors Holdings, Inc. (“DHI”), a 100% subsidiary of Gabelli Securities, Inc. (“GSI”) to transfer the distribution assets of G.research, Inc. (a majority-owned subsidiary of GSI) through a series of steps to G.distributors, LLC (a subsidiary of GAMCO Asset Management, Inc. which is a wholly-owned subsidiary of the Company). On July 1, 2015, G.research, Inc. was merged into G.research. As a result of the merger, a deferred tax liability of $1,937,670 was transferred to G.research’s sole member, DHI, resulting in a capital contribution to G.research. The distribution assets were then transferred from G.research to DHI for their fair value of $234,000, also resulting in a capital contribution to G.research. DHI transferred G.research to GSI resulting in a deferred tax asset of $88,227 (tax effect of the transferred distribution assets of $234,000) to be recorded on DHI’s books and a deferred tax liability of $88,227 to be recorded on the books of G.research. GSI transferred DHI to GAMCO Asset Management Inc. GAMCO Asset Management Inc. subsequently transferred its 100%-owned subsidiary, G.distributors LLC, to DHI. DHI then transferred the distribution assets to G.distributors, LLC.28
Pursuant to an agreement between Gabelli Securities, Inc. (a majority-owned subsidiary of Associated Capital after the spin-off)GCIA and Gabelli Funds, LLC, (a wholly-owned subsidiary of the Company), Gabelli Funds LLC pays to GSIGCIA 90% of the net revenues received by Gabelli Funds related to being the advisor to the SICAV. Net revenues isare defined as gross advisory fees less expenses related to payouts and expenses of the SICAV paid by Gabelli Funds, LLC.Funds. The amount paid by Gabelli Funds LLC to GSIGCIA for 2015 is $1,007,164 and is included in management fees on the consolidated statements of operations.2021 was $8.9 million. We incur expenses for certain professional and administrative services and purchase services from third party providers, such as payroll, transportation, insurance, and public relations services, on behalf of GGCP and MJG Associates. GGCP and MJG Associates reimburse us for these expenses. GGCP also incurs expenses for certain professional and administrative services on behalf of the Company, and we reimburse GGCP for these expenses. The net amount reimbursable from GGCP and MJG Associates to us for such expenses for 20152021 was approximately $104,193 ($73,039 of which was allocated to the carve-out financials of Associated Capital in the pre-spin 2015 period (January 1, 2015 to November 30, 2015))$157,387 and $559,203,$449,643, respectively. At December 31, 2015, $3,797 was owed by the Company to GGCP,2021, $59,824 and $559,203$449,643 was owed to the Company by MJG Associates. The GGCP amount was paid in full by the Company on March 16, 2016, and the MJG Associates, amount was paid in full to the Company on February 19, 2016.respectively. Certain directors and executive officers have immediate family members who are employed by us, our subsidiaries, and certain related entities. The base salaries and bonuses of each of these immediate family members are established in accordance with our compensation practices applicable generally to staff membersteammates with equivalent qualifications and responsibilities and holding similar positions. None of the directors or executive officers has a material interest in any of these employment relationships of their immediate family members, and all of the immediate family members of our directors mentioned below are financially independent adult children. None of the immediate family members mentioned below is anare executive officer with us. officers of GAMCO.
A daughter of Mr. Avansino, one of our directors, is employed by one of our subsidiaries in a sales and marketing role and earned from GAMCO in 2015 incentive-based variable compensation based on revenues generated by certain relationships (“2021 Variable Compensation”)Compensation of $319,273$226,518 plus usual and customary benefits. She also received 2,000 restricted stock awards1,500 phantom RSAs on August 6, 2013June 15, 2021 with a grant date fair value of $57.86 per share and 500 restricted stock awards with an effective grant date, under FASB guidance, of December 23, 2014 and a legal grant date of January 15, 2015 with a grant date fair value of $87.99$25.02 per share. As with all Company restricted stock awards,RSAs, fair value equals the closing price of the Company’s Class A Stock on the day preceding the effective grant date. CompensationDuring the year ended December 31, 2021, 2,000 RSAs vested and compensation expense of $34,590$30,883 was recognized for all of her awardsRSAs for financial statement reporting purposes for the fiscal year ended December 31, 2015 calculated in accordance with FASB guidance. The $353,863 total compensation that she earned from GAMCO in 2015 included an amount2021 was $257,401. A son of $19,861 that was allocated to the carve-out financials of Associated Capital in the pre-spin 2015 period (January 1, 2015 to November 30, 2015) but excluded an amount of $84,253 of variable compensation that she earned from Associated Capital for the month of December 2015 (post-spin). A sister-in-law of Mr. Jamieson, our President and Chief Operating Officer,Chair is employed by onea subsidiary of our subsidiariesAC, but he also earned from GAMCO in a marketing role and earned in 2015 a base salary2021 Variable Compensation of $82,500, a bonus of $22,917, and $7,416 in Variable Compensation$400,175 plus usual and customary benefits. She also received 500 restricted stock awards on August 6, 2013 with a grant date fair value of $57.86 per share, 500 restricted stock awards on November 27, 2013 with a grant date fair value of $81.55 per share (the vesting on this grant was accelerated and this grant, and 200 restricted stock awards with an effective grant date, under FASB guidance, of December 23, 2014 and a legal grant date of January 15, 2015 with a grant date fair value of $87.99 per share. As with all Company restricted stock awards, fair value equals the closing price of the Company’s Class A Stock on the day preceding the effective grant date. The November 27, 2013 grant was fully vested, and the remaining unvested portion was recognized as expense for financial statement purposes, on October 19, 2015 when the Board of Directors accelerated the lapsing of restrictions on this grant for all holders of these awards. Total compensation expense of $39,522 was recognized by the Company for all of her awards for financial statement reporting purposes for the fiscal year ended December 31, 2015 calculated in accordance with FASB guidance. This excludes the portion recognized directly by Associated Capital in December 2015 (post-spin) of $850. The $152,355 total compensation that she earned in 2015 included an amount of $151,461 that was allocated to the carve-out financials of Associated Capital in the pre-spin 2015 period (January 1, 2015 to November 30, 2015) but excluded an amount of $13,448 that she earned from Associated Capital for the month of December 2015 (post-spin).
A son of our Chairman, who has been employed by one of our subsidiaries since 1998, earned in 2015 no base salary, an allocation of $200,000 of fees received by Mr. Gabelli for creating and acting as portfolio manager and/or attracting and providing client service to a large number of GAMCO’s separate accounts, as described in the “Variable Compensation” section of the Compensation and Discussion Analysis and in footnote (c) to the Summary Compensation Table for 2015, and $632,686 in Variable Compensation plus usual and customary benefits. In August 2006, he was given responsibility for managing a proprietary investment account on which he would be paid, on an annual basis, 20% of any net profits earned on the account for the year. The account was initially funded with approximately $40 million during 2006, and subsequent withdrawals have totaled $40 million from 2009 through 2015. For 2015, this account was up 2.5% while performance in prior years was 2.7%, 5.0%, (3.7%), 2.8%, 5.7%, (7.6%), 14.3%, 41.9%, and 1.6% per annum for each of the years 2006 through 2014. Based on the 2.5% performance gain in 2015, he earned $82,074 for managing this account, which is included in his Variable Compensation. He also received 4,000 restricted stock awards on August 6, 2013 with a grant date fair value of $57.86 per share, 1,000 restricted stock awards on November 27, 2013 with a grant date fair value of $81.55 per share, 1,000 restricted stock awards on September 15, 2014 with a grant date fair value of $73.41 per share, and 500 restricted stock awards with an effective grant date, under FASB guidance, of December 23, 2014 and a legal grant date of January 15, 2015 with a grant date fair value of $87.99 per share. As with all Company restricted stock awards, fair value equals the closing price of the Company’s Class A Stock on the day preceding the effective grant date. The November 27, 2013 grant was fully vested, and the remaining unvested portion was recognized as expense for financial statement purposes, on October 19, 2015 when the Board of Directors accelerated the lapsing of restrictions on this grant for all holders of these awards. Total compensation expense of $134,572 was recognized for all of his awards for financial statement reporting purposes for the fiscal year ended December 31, 2015 calculated in accordance with FASB guidance. The $967,258 total compensation that he earned in 2015 included an amount of $595,373 that was allocated to the carve-out financials of Associated Capital in the pre-spin 2015 period (January 1, 2015 to November 30, 2015) but excluded an amount of $122,200 that that he earned from Associated Capital for the month of December 2015 (post-spin).
A son of our Chairman, who is employed by one of our subsidiaries (which became a subsidiary of Associated Capital after the spin-off), earned in 2015 a base salary of $206,250, a bonus of $68,750, an allocation of $100,000 of the incentive-based management fee (10% of GAMCO pre-tax profits) by Mr. Mario Gabelli as described in the “Variable Compensation” section of the Compensation and Discussion Analysis and in footnote (c) to the Summary Compensation Table for 2015, an allocation of $175,000 of fees received by Mr. Gabelli for creating and acting as portfolio manager of several open-end Gabelli Funds, as described in the “Variable Compensation” section of the Compensation and Discussion Analysis and in footnote (c) to the Summary Compensation Table for 2015, and $897,487 in Variable Compensation plus usual and customary benefits. He also received 6,000 restricted stock awards on August 6, 2013 with a grant date fair value of $57.86 per share, 1,500 restricted stock awards on November 27, 2013 with a grant date fair value of $81.55 per share, 1,500 restricted stock awards on September 15, 2014 with a grant date fair value of $73.41 per share, and 2,000 restricted stock awards with an effective grant date, under FASB guidance, of December 23, 2014 and a legal grant date of January 15, 2015 with a grant date fair value of $87.99 per share. As with all Company restricted stock awards, fair value equals the closing price of the Company’s Class A Stock on the day preceding the effective grant date. The November 27, 2013 grant was fully vested, and the remaining unvested portion was recognized as expense for financial statement purposes, on October 19, 2015 when the Board of Directors accelerated the lapsing of restrictions on this grant for all holders of these awards. Total compensation expense of $216,272 was recognized by the Company for all of his awards for financial statement reporting purposes for the fiscal year ended December 31, 2015 calculated in accordance with FASB guidance. This excludes the portion recognized directly by Associated Capital in December 2015 (post-spin) of $11,432. The $1,663,759 total compensation that he earned in 2015 included an amount of $1,204,802 that was allocated to the carve-out financials of Associated Capital in the pre-spin 2015 period (January 1, 2015 to November 30, 2015) and excluded an amount of $266,432 that he earned directly from Associated Capital in December 2015 (post-spin).
Mr. Marc Gabelli, a director and a son of our Chairman, is employed by the Company. He earned in 2015 a base salary of $275,000, an allocation of $325,000 of the incentive-based management fee (10% of GAMCO pre-tax profits) by Mr. Mario Gabelli as described in the “Variable Compensation” section of the Compensation and Discussion Analysis and in footnote (c) to the Summary Compensation Table for 2015, and an allocation of $125,000 of fees received by Mr. Mario Gabelli for creating and acting as portfolio manager and/or attracting and providing client service to a large number of GAMCO’s separate accounts, as described in the “Variable Compensation” section of the Compensation and Discussion Analysis and in footnote (c) to the Summary Compensation Table for 2015, plus usual and customary benefits. He also received 10,000 restricted stock awards with an effective grant date, under FASB guidance, of December 23, 2014 and a legal grant date of January 15, 2015 with a grant date fair value of $87.99 per share. As with all Company restricted stock awards, fair value equals the closing price of the Company’s Class A Stock on the day preceding the effective grant date. Compensation expense of $189,547 was recognized by the Company for this award for financial statement reporting purposes for the fiscal year ended December 31, 2015 calculated in accordance with FASB guidance. This excludes the portion recognized directly by Associated Capital in December 2015 (post-spin) of $17,232. The total compensation that he earned in 2015 excluded an amount of $325,000 that he earned directly from Associated Capital in December 2015 (post-spin).
Our Chairman’sChair’s spouse, who has been employed by a subsidiary of the Company in a sales and marketing role since 1984, has been a director of that subsidiary since 1991, and has been his spouse since 2002, earned from GAMCO in 20152021 no base salary an allocation of $25,000 of the incentive-based management fee (10% of GAMCO pre-tax profits) by Mr. Gabelli as described in the “Variable Compensation” section of the Compensation and Discussion Analysis and in footnote (c) to the Summary Compensation Table for 2015, an allocation of $300,000 of fees received by Mr. Gabelli for creating and acting as portfolio manager and/or attracting and providing client service to a large number of GAMCO’s separate accounts as described in the “Variable Compensation” section of the Compensation and Discussion Analysis and in footnote (c) to the Summary Compensation Table for 2015, an allocation of $25,000 of fees received by Mr. Gabelli for creating and acting as portfolio manager of several open-end Gabelli Funds, as described in the “Variable Compensation” section of the Compensation and Discussion Analysis and in footnote (c) to the Summary Compensation Table for 2015, and $5,151,572$3,009,181 in Variable Compensation plus usual and customary benefits. She also received 5,000 restricted stock awards3,000 phantom RSAs on August 6, 2013June 15, 2021 with a grant date fair value of $57.86 per share, 2,000 restricted stock awards on November 27, 2013 with a grant date fair value of $81.55 per share, 1,500 restricted stock awards on September 15, 2014 with a grant date fair value of $73.41 per share, and 2,000 restricted stock awards with an effective grant date, under FASB guidance, of December 23, 2014 and a legal grant date of January 15, 2015 with a grant date fair value of $87.99$25.02 per share. As with all Company restricted stock awards,RSAs, fair value equals the closing price of the Company’s Class A Stock on the day preceding the effective grant date. The November 27, 2013 grant was fullyDuring the year ended December 31, 2021, 11,500 RSAs vested and the remaining unvested portion was recognized as expense for financial statement purposes, on October 19, 2015 when the Board of Directors accelerated the lapsing of restrictions on this grant for all holders of these awards. Total compensation expense of $245,752$145,273 was recognized by the Company for all of her awardsRSAs for financial statement reporting purposes for the fiscal year ended December 31, 2015 calculated in accordance with FASB guidance. The $5,747,324 total compensation that she earned from GAMCO in 2015 included an amount of $76,167 that2021 was allocated to the carve-out financials of Associated Capital in the pre-spin 2015 period (January 1, 2015 to November 30, 2015) but excludes an amount of $39,602 that she earned directly from Associated Capital in December 2015 (post-spin). A daughter-in-law of our Chairman earned $116,078 in Variable Compensation in 2015 which consisted entirely of an amount of $116,078 that was allocated to the carve-out financials of Associated Capital in the pre-spin 2015 period (January 1, 2015 to November 30, 2015) but excluded an amount of $30,770 that she earned directly from Associated Capital in December 2015 (post-spin).
A brother of our ChairmanChair earned $451,587from GAMCO in 2021 $416,227 in Variable Compensation in 2015 plus usual and customary benefits. ThisHe also received 1,000 phantom RSAs on June 15, 2021 with a grant date fair value of $25.02 per share. As with all Company RSAs, fair value equals the closing price of the Company’s Class A Stock on the effective grant date. During the year ended December 31, 2021, 2,000 RSAs vested and compensation included an amountexpense of $6,576 that$25,056 was allocated to the carve-out financialsrecognized for all of Associated Capitalhis RSAs for financial statement reporting purposes calculated in the pre-spin 2015 period (January 1, 2015 to November 30, 2015) but excluded an amount of $1,564accordance with FASB guidance. The total compensation that he earned directly from Associated CapitalGAMCO in December 2015 (post-spin).2021 was $441,283. Ms. Wilson, a director and the daughter of our Chairman,Chair, is also a professional staff memberteammate of the Company. Ms. Wilson has been on extended unpaid leave from the Company since January 1, 2004 and, therefore, received no compensation during 20152021 other than compensation she received as a director disclosed in the “DirectorDirector Compensation Table for 2015”2021 and her previously-discussedpreviously discussed entitlement, as a member of M4E,M4E, to receive her pro-rata share of payments received by M4EM4E under the lease on the Building. The spouse of Ms. LaPointe, our Senior Vice President and Co-Chief Accounting Officer, is employed as the Executive Vice President and Chief Financial Officer of LICT, the Interim Chief Executive Officer and Chief Financial Officer of CIBL, and the Chief Financial Officer and a Director of Morgan Group Holding, Inc. (“Morgan”). In addition to serving as the Chairman and Chief Executive Officer of LICT and as a Director of CIBL, our Chairman and CEO, Mr. Mario Gabelli, also serves as the Chairman of Morgan.
On May 31, 2006, we entered into an Exchange and Standstill Agreement (“Standstill Agreement”) with Frederick J. Mancheski, a significant shareholder, pursuant to which, among other things, he agreed to exchange his 2,071,635 shares of Class B Stock for an equal number of shares of Class A Stock. The substance of the Standstill Agreement is disclosed in footnote 2 to the beneficial ownership table under the heading “Certain Ownership of Our Stock.” Pursuant to a Registration Rights Agreement that we entered into with Mr. Mancheski, we filed a shelf registration statement that was declared effective by the SEC on September 1, 2006 and amended on November 25, 2013, for the sale by Mr. Mancheski and others, including certain of our officers and employees, of up to 2,486,763 shares of Class A Stock. Mr. Mancheski continues to hold 1,725,974 shares of the Company’s Class A Stock as reported in his Amendment No. 6 to Schedule 13D filed with the SEC on July 2, 2015. The standstill agreement expires on May 31, 2016.
As required by our Code of Ethics, our staff membersteammates are required to maintain their brokerage accounts at G.research unless they receive permission to maintain an outside account. G.research offers all of these staff membersteammates the opportunity to engage in brokerage transactions at discounted rates. Accordingly, many of our staff members,teammates, including the executive officers or entities controlled by them, have brokerage accounts at G.research and have engaged in securities transactions through it at discounted rates. From time to time, we, through our subsidiaries, in the ordinary course of business have also provided brokerage or investment advisory services to our directors, the substantial shareholders listed in the table under “Certain Ownership of Our Stock”Stock,” or entities controlled by such persons for customary fees.
REPORT OF THE AUDIT COMMITTEE Messrs. Artzt, Avansino, McGrath, and Prather, each of whom is an independent director, are the members of the Audit Committee. In this report, the term “we” refers to the members of the Audit Committee. The Board has adopted a written charter for the Audit Committee. A copy of that charter can be found on our website at http:https://www.gabelli.com/corporate/corp_gov.html.investor_relations. Our job is one of oversight as set forth in our charter. The Company’s management is responsible for preparing its financial statements and for maintaining internal controls. The independent registered public accounting firm is responsible for auditing the financial statements and expressing an opinion as to whether those audited financial statements fairly represent the financial position, results of operations, and cash flows of the Company in conformity with U.S. generally accepted accounting principles.GAAP. We have reviewed and discussed the Company’s audited 20152021 financial statements with management and with Deloitte & Touche LLP (“D&T”),&T, the Company’s independent registered public accounting firm. We have discussed with D&T the matters required to be discussed by Statement on Auditing Standard No. 16,1301, “Communications with Audit Committees,” issued by the Public Company Accounting Oversight Board (the “PCAOB”). We have received from D&T the written statements required by the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence and have discussed with the independent accountant the independent accountant’s independence. Based on the review and discussions referred to above, we have recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20152021 for filing with the Securities and Exchange Commission. AUDIT COMMITTEE Robert S. Prather, Jr. (Chairman)(Chair)
Edwin L. Artzt Raymond C. Avansino, Jr. Eugene R. McGrath INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SelectionAppointment of Deloitte & Touche LLP
Our Audit Committee approved the engagement of Deloitte & Touche, LLP (“D&T”)&T as the Company’s independent registered public accounting firm for the year-ending December 31, 2016.2021. D&T has been the auditor of the Company since March 27, 2009. In deciding to engage D&T, the Audit Committee reviewed auditor independence and existing commercial relationships with D&T and concluded that D&T has no commercial relationship with the Company that would impair its independence. During the fiscal year ended December 31, 20152021 and in the subsequent interim period through March 31, 2016,2022, neither the Company nor anyone acting on its behalf has consulted with D&T on any of the matters or events set forth in Item 304(a)(2) of Regulation S−K. A representative of D&T will be present at the 2016 Annual Meeting. The representative will have the opportunity to make a statement and respond to appropriate questions from shareholders. Deloitte & Touche LLPD&T Fees For 2014for 2021 and 20152020
Fees for professional services provided by our independent registered public accounting firm in 20142021 and 2015,2020, in each of the following categories are: | | 2014 | | | 2015 | | Audit Fees | | $ | 1,571,000 | | | $ | 1,149,750 | | Audit-Related Fees | | $ | 4,000 | | | $ | 450,333 | | Tax Fees | | $ | 600 | | | $ | 600 | | All Other Fees | | $ | 2,362 | | | $ | 2,792 | |
| | 2021 | | | 2020 | | Audit Fees................................................................................................ | | $ | 1,178,036 | | | $ | 1,090,000 | | Audit-Related Fees................................................................................... | | $ | 0 | | | $ | 0 | | Tax Fees................................................................................................... | | $ | 0 | | | $ | 50,120 | | All Other Fees........................................................................................... | | $ | 1,027 | | | $ | 1,017 | |
Audit fees include fees relating to the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q. Audit fees also include fees for services related to Section 404 of the Sarbanes-Oxley Act, which consist of the review of documentation and testing of our procedures and controls. Audit–related fees for 2015 consist of fees relating to the audit of carve-out financial statements included in our Form 10 filing for the spin-off of Associated Capital and fees for a consent letter provided in connection with the filing of a registration statement on Form S-3. Audit–related fees for 2014 consist of fees for services provided in connection with the Securities Investor Protection Corporation assessment for one of the Company's registered broker-dealer subsidiaries. Tax fees were for assistance with federalinclude tax filings, state sourcing, and foreign tax work.consulting services. All other fees were for access to online technical research services. Audit Committees’ Pre-Approval Policies and Procedures As part of its duties, the Audit Committee pre-approves all services, including both audit and non-audit services, provided by our independent registered public accounting firm to see that the provision of such services does not impair the auditors’ independence. For audit services, each year the independent registered public accounting firm provides the Audit Committee with an engagement letter outlining the scope of the audit services proposed to be performed during the year, which must be formally accepted by the Audit Committee before the audit commences. The independent registered public accounting firm also submits an audit services fee proposal, which also must be approved by the Audit Committee before the audit commences. None of the fees for services described above under the captions “Audit Fees” or “All Other Fees” approved by the Audit Committee were approved pursuant to the exception provided by paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. SHAREHOLDER PROPOSALS FOR THE 20172023 ANNUAL MEETING Qualified shareholders who want to have proposals included in our proxy statement in connection with our 20172023 Annual Meeting pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must deliver such proposals so that they are received by our Secretary at our principal executive officesoffice at One Corporate Center, Rye, New York 10580191 Mason Street, Greenwich, CT 06830 by December 23, 201630, 2022 in order to be considered for inclusion in next year’s proxy statement and proxy. For any shareholder proposal submitted outside Rule 14a-8 of the Exchange Act to be considered timely under our Amended and Restated Bylaws, the Company must receive notice of such proposal, or any nomination of a director by a shareholder, no earlier than January 3, 2017February 2, 2023 and no later than February 2, 2017.March 3, 2023. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules (once they become effective), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 3, 2023 (the 60th day prior to the first anniversary of the annual meeting for the preceding year’s annual meeting).
We know of no other matters to be presented at the 2016 Annual Meeting other than the election of directors and the ratification of auditors, the vote to approve the Potential Issuance, the vote to approve an amendment to the Company’s 2002 Stock Award and Incentive Plan and the Reclassification Proposal, all as described above. If other matters are properly presented at the 2016 Annual Meeting, the proxies will vote on these matters in accordance with their judgment of the best interests of the Company. We will provide a free copy of our Annual Report on Form 10-K for the year ended December 31, 2015.2021. Requests should be in writing and addressed to our Secretary at GAMCO Investors, Inc., One Corporate Center, Rye, NY 10580-1422.191 Mason Street, Greenwich, CT 06830.
EXHIBIT A
SECOND AMENDMENT
TO
GAMCO INVESTORS, INC.
2002 STOCK AWARD AND INCENTIVE PLAN
WHEREAS, pursuant to Article 8(e) of the GAMCO Investors, Inc. 2002 Stock Award and Incentive Plan, as amended to date (the “Plan”), the Board of Directors (the “Board”) of GAMCO Investors, Inc. (the “Company”) may, subject to certain limitations, alter, amend, suspend, or terminate the Plan or any portion thereof at any time; and
WHEREAS, capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to them in the Plan; and
WHEREAS, the Plan, as adopted by the Board, provided that the maximum number of shares of Stock that could be delivered pursuant to Awards granted under the Plan was 3,500,000, subject to adjustment as provided therein; and
WHEREAS, the Board wishes to increase the number of Shares available for issuance under the Plan by 500,000 Shares; and
WHEREAS, subject to shareholder approval, the Board approved the terms of this Amendment.
NOW, THEREFORE, In accordance with Article 8(e) of the Plan, the Plan shall be amended effective upon shareholder approval as follows:
| 1. | The first sentence of Article 5 of the Plan is hereby amended and restated as follows: |
“The number of shares of Stock reserved for the grant of Awards under the Plan shall be 4,000,000, subject to adjustment as provided herein.”
| 2. | As hereby amended, the Plan shall continue in full force and effect. This Amendment shall be effective upon shareholder approval.
|
| GAMCO INVESTORS, INC. | | | | By: | | | | Name: | | | | Title: | |
EXHIBIT B
GUIDELINES FOR DIRECTOR INDEPENDENCE
For a director to be deemed “independent,” the Board shall affirmatively determine that the director has no material relationship with GAMCO Investors, Inc. (together with its consolidated subsidiaries, “GAMCO”) or its affiliates or any member of the senior management of GAMCO or his or her affiliates. This determination shall be disclosed in the proxy statement for each annual meeting of GAMCO’s shareholders. In making this determination, the Board shall apply the following standards: · | A director who is an employee, or whose immediate family member is an executive officer, of GAMCO will not be deemed independent until three years after the end of such employment relationship. Employment as an interim Chairman or Chief Executive Officer will not disqualify a director from being considered independent following that employment. |
A director who is an employee, or whose immediate family member is an executive officer, of GAMCO will not be deemed independent until three years after the end of such employment relationship. Employment as an interim Chair or CEO will not disqualify a director from being considered independent following that employment. · | A director who received, or whose immediate family member received in any twelve month period over the last three years more than $120,000 in direct compensation from GAMCO will not be deemed independent. In calculating such compensation, the following will be excluded: |
A director who received, or whose immediate family member received in any twelve month period over the last three years more than $120,000 in direct compensation from GAMCO will not be deemed independent. In calculating such compensation, the following will be excluded: o | director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); |
o | compensation received by a director for former service as an interim ChairmanChair or Chief Executive Officer;CEO; and |
o | compensation received by an immediate family member for service as a non-executive officer employee of GAMCO. |
· | A director will not be considered independent if: |
A director will not be considered independent if: o | the director is a current partner or employee of a firm that is GAMCO’s internal or external auditor; |
o | the director has an immediate family member who is a current partner of GAMCO’s internal or external auditor; |
o | the director has an immediate family member who is a current employee of GAMCO’s internal or external auditor and personally works on GAMCO’s audit; or |
o | the director or an immediate family member was within in the last three years a partner or employee of GAMCO’s internal or external auditor and personally worked on GAMCO’s audit within that time. |
· | A director who is, or whose immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of GAMCO’s current executive officers serve on that company’s compensation committee will not be deemed independent. |
A director who is, or whose immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of GAMCO’s current executive officers serve on that company’s compensation committee will not be deemed independent. · | A director who is, a current employee, or whose immediate family member is an executive officer, of an entity that makes payments to, or receives payments from, GAMCO for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other entity’s consolidated gross revenues, will not be deemed independent. |
A director who is, a current employee, or whose immediate family member is an executive officer, of an entity that makes payments to, or receives payments from, GAMCO for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other entity’s consolidated gross revenues, will not be deemed independent. · | A director who serves as an executive officer of a tax-exempt entity that receives significant contributions (i.e., more than 2% of the annual contributions received by the entity or more than $1 million in a single fiscal year, whichever amount is greater) from GAMCO, any of its affiliates, any executive officer or any affiliate of an executive officer within the preceding twelve-month period may not be deemed independent, unless the contribution was approved by the Board and disclosed in GAMCO’s proxy statement. |
For purposes of these Guidelines, the terms: · | “affiliate” means any consolidated subsidiary of GAMCO and any other company or entity that controls, is controlled by or is under common control with GAMCO, as evidenced by the power to elect a majority of the board of directors or comparable governing body of such entity; and |
A-1 · | “immediate family” means spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone (other than domestic employees) sharing a person’s home, but excluding any person who is no longer an immediate family member as a result of legal separation or divorce, or death or incapacitation. |
“affiliate” means any consolidated subsidiary of GAMCO and any other company or entity that controls, is controlled by or is under common control with GAMCO, as evidenced by the power to elect a majority of the board of directors or comparable governing body of such entity; and “immediate family” means spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone (other than domestic employees) sharing a person’s home, but excluding any person who is no longer an immediate family member as a result of legal separation or divorce, death, or incapacitation. The Board shall undertake an annual review of the independence of all non-employee directors. In advance of the meeting at which this review occurs, each non-employee director shall be asked to provide the Board with full information regarding the director’s business and other relationships with GAMCO and its affiliates and with senior management and their affiliates to enable the Board to evaluate the director’s independence. Directors have an affirmative obligation to inform the Board of any material changes in their circumstances or relationships that may impact their designation by the Board as “independent.” This obligation includes all business relationships between, on the one hand, directors or members of their immediate family, and, on the other hand, GAMCO and its affiliates or members of senior management and their affiliates, whether or not such business relationships are subject to the approval requirementrequirements set forth inby the following provision.Board.
|