GAMCO Investors Inc. shareholders are being urged by Glass Lewis and RiskMetrics to vote in favor of a revised employment agreement for Mario J. Gabelli, chairman, CEO and CIO-value portfolios, according to reports by the corporate governance research and proxy-voting advisory firms. The company received a grade of F for executive compensation in the Glass Lewis pay-for-performance model. Overall, the company paid significantly more (to its CEO and other top officers) than its peers, but performed about the same as its peers, the Glass Lewis report said.
The revised agreement includes proposals to allow Mr. Gabelli to perform services for subsidiaries spun off to shareholders and allow for the management fee to be paid directly to him.
The Glass Lewis report recommended supporting the proposal, saying we believe that shareholders should not be involved in the approval and negotiation of individual employment agreements. RiskMetrics report said, While Mr. Gabelli's compensation appears high, such levels are not unusual for Wall Street-type companies, adding that the proposed amendment is slightly better than the original term.
Both Glass Lewis and RiskMetrics also recommend a vote in favor of a proposal to end GAMCOs dual-class stock structure. Glass Lewis also recommends a vote for the proposed spinoff of subsidiary Gabelli Advisers to shareholders, while RiskMetrics recommends a vote against the spinoff. Gabelli Advisers represents $443 million of GAMCOs $31 billion under management.
GAMCOs special meeting to vote on the issues is scheduled for Friday.