Frank J. Fahrenkopf, Jr.
About Frank J. Fahrenkopf, Jr.
Independent Trustee of Bancroft Fund Ltd. (BCV) since 2015; year of birth 1939. He is Co‑Chairman of the Commission on Presidential Debates, former President & CEO of the American Gaming Association (1995–2013), and former Chairman of the Republican National Committee (1983–1989). Education: B.A. University of Nevada, Reno; J.D. Boalt Hall School of Law, U.C. Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commission on Presidential Debates | Co‑Chairman | Ongoing | Oversees U.S. presidential debates |
| American Gaming Association | President & CEO | 1995–2013 | Led trade group for hotel‑casino industry |
| Republican National Committee | Chairman | 1983–1989 | National party leadership |
| Hogan & Hartson (now Hogan Lovells) | Partner; Chair, International Trade Practice | Prior to 1995 | Regulatory/legislative matters for multinational clients |
| Pacific Democrat Union | Chairman (prior years) | Prior years | International political association leadership |
| International Democrat Union | Vice Chairman (prior years) | Prior years | Global party association leadership |
| Culinary Institute of America | Finance Committee Chairman; Board Member | Prior years/Ongoing | Financial oversight for nonprofit |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| International Republican Institute | Board Member; Founder (1984) | Ongoing | Governance role |
| First Republic Bank | Director (30+ years) | Ongoing per proxy | Chair, Corporate Governance & Nominating; Member, Compensation |
| Eldorado Resorts, Inc. | Director | Ongoing per proxy | Board member at casino operator with 19 casinos in 10 states |
Board Governance
- Independence: Classified as Independent Trustee (not an “interested person” under the 1940 Act) .
- Committees: Chair, ad hoc Proxy Voting Committee; Member, Nominating Committee; Member, Pricing Committee .
- Lead Independent Director: James P. Conn .
- Attendance: Trustees met four times in FY 2024; each Trustee attended at least 75% of Board and relevant committee meetings . Audit Committee met twice; Nominating Committee met once in FY 2024 .
- Shareholder meeting engagement: Fund does not expect Trustees to attend; no Trustees attended the May 13, 2024 annual meeting .
- Executive sessions: Independent Trustees meet regularly in executive session and chair all Board committees .
Fixed Compensation
- Director pay structure (cash only): Annual retainer $8,500; $1,000 per Board meeting; $500 per committee meeting; Audit Chair $2,000; Nominating Chair $2,000; Lead Independent $1,000 .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate compensation from BCV (Fund) | $13,000 | $9,375 |
| Aggregate compensation from Fund Complex | $156,526 | $159,500 |
| Board meetings held (BCV) | 4 | 4 |
| Audit Committee meetings (BCV) | 2 | 2 |
| Nominating Committee meetings (BCV) | 1 | 1 |
Performance Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Performance‑linked cash bonus | None disclosed (director pay shown as fixed fees/retainers) | |
| Stock awards (RSUs/PSUs) | None disclosed in director compensation table | |
| Option awards | None disclosed in director compensation table | |
| Pay‑for‑performance metrics (TSR/EBITDA/etc.) | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlocks/Notes |
|---|---|---|---|
| First Republic Bank | Director | Chair, Corporate Governance & Nominating; Member, Compensation | Financial institution; governance expertise |
| Eldorado Resorts, Inc. | Director | — | Gaming industry exposure; no direct BCV supplier/customer identified in proxy |
Expertise & Qualifications
- Regulatory, legislative, and corporate governance expertise (law firm partner; chaired International Trade Practice) .
- Senior leadership in national and international political organizations (RNC Chairman; IDU Vice Chairman; PDU Chairman) .
- Industry knowledge in gaming (AGA President & CEO; Eldorado Resorts board) .
- Experience chairing proxy voting processes and governance committees (BCV ad hoc Proxy Voting; First Republic committees) .
Equity Ownership
| Item | Value |
|---|---|
| BCV common shares owned | 0 (less than 1% of shares outstanding) |
| Dollar range of BCV holdings | A. None |
| Aggregate dollar range in Fund Complex | E. Over $100,000 |
| Interests in Adviser‑affiliated entities | Membership interests in Gabelli Associates Limited II E valued at $1,664,367; 1.86% of class |
| Family relationships | Daughter (Leslie F. Foley) is a director of other funds in the Gabelli Fund Complex |
Governance Assessment
- Board effectiveness: Active roles across key governance committees (Chair, ad hoc Proxy Voting; Member, Nominating and Pricing) support board process quality and oversight . Attendance meets the ≥75% threshold, and independent trustees meet regularly in executive session, bolstering oversight independence .
- Independence & alignment: Classified Independent; however, zero BCV share ownership and “A. None” dollar range in BCV reduce direct economic alignment with BCV shareholders .
- Potential conflicts and related‑party exposure: Membership interest in Gabelli Associates Limited II E ($1.664 million; 1.86%) and family tie to a director in the Gabelli Fund Complex create perceived affiliation with Adviser‑controlled entities, which can raise independence optics despite formal classification as Independent Trustee .
- Engagement signals: The fund’s stated practice not to expect director attendance at shareholder meetings and the absence of directors at the 2024 meeting reduce direct shareholder engagement, though this is a fund‑level norm rather than an individual choice .
- RED FLAGS:
- Financial interest in Adviser‑affiliated entity (Gabelli Associates Limited II E) with a measurable ownership percentage (1.86%) .
- Family relationship to a director within the Adviser’s fund complex .
- No BCV share ownership (alignment concern) .
Overall, Fahrenkopf brings deep governance and regulatory experience and is active in BCV’s governance committees. Investors should weigh his extensive external governance credentials against alignment concerns due to zero BCV ownership and disclosed affiliations with Adviser‑related entities, monitoring any evolution in committee roles or ownership that could improve alignment or amplify conflicts .