Frank J. Fahrenkopf, Jr.
About Frank J. Fahrenkopf, Jr.
Independent Trustee of Ellsworth Growth and Income Fund Ltd. (ECF); born 1939; Trustee since November 1, 2015; core credentials include extensive public policy and governance leadership (Co-Chairman, Commission on Presidential Debates), former President & CEO of the American Gaming Association, and prior partner at Hogan & Hartson specializing in regulatory, legislative, and corporate matters. He chairs ECF’s ad hoc Proxy Voting Committee and serves on the Nominating and Pricing Committees; he oversees 11 portfolios across the Gabelli Fund Complex . Education: BA, University of Nevada, Reno; JD, UC Berkeley (Boalt Hall) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commission on Presidential Debates | Co-Chairman | Ongoing | Oversees presidential debates during quadrennial cycle |
| American Gaming Association | President & CEO | 1995–2013 | Led US hotel-casino trade group |
| Republican National Committee | Chairman | 1983–1989 | Party leadership during Reagan presidency |
| Hogan & Hartson (now Hogan Lovells) | Partner; Chair, International Trade Practice | Pre-1995 | Regulatory, legislative, corporate matters for multinational clients |
| Pacific Democrat Union | Chairman (prior) | n/a | International party leadership |
| International Democrat Union | Vice Chairman (prior) | n/a | Global political party association |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| First Republic Bank | Director; Chair, Corporate Governance & Nominating; Member, Compensation | “For more than 30 years” | Long-serving bank board member per ECF proxy |
| Eldorado Resorts, Inc. | Director | Ongoing | Owns/operates 19 casinos in 10 states (per ECF proxy) |
| International Republican Institute | Board Member; Founder | Since 1984 | Non-profit governance and democracy promotion |
| Culinary Institute of America | Former Chair, Finance Committee; current board member | n/a | Non-profit oversight |
Board Governance
- Independence status: Listed as “Independent” Trustee (not an “interested person” under the 1940 Act) .
- Committee assignments: Chair, ad hoc Proxy Voting Committee; Member, Nominating Committee and Pricing Committee .
- Nominating Committee composition and activity: Three Independent Trustees (Melarkey—Chair; Fahrenkopf; Platt); met once in FY ended 9/30/2024 .
- Attendance: In FY ended 9/30/2024, Board met four times; each Trustee then serving attended at least 75% of Board and relevant committee meetings .
- Shareholder meeting attendance: Fund does not expect Trustees to attend; no Trustee/nominee attended the May 13, 2024 annual meeting .
- Tenure: Trustee since November 1, 2015 .
- Workload: Oversees 11 registered investment company portfolios within the Gabelli Fund Complex .
- Lead Independent Director (context): James P. Conn serves as Lead Independent Trustee (not Mr. Fahrenkopf) .
Fixed Compensation
Director compensation is fee-based (cash retainer + meeting fees); no equity retainer disclosed.
| Component | FY 2023 (ECF FY ended 9/30/2023) | FY 2024 (ECF FY ended 9/30/2024) |
|---|---|---|
| ECF annual cash retainer (Independent Trustees) | $8,500 policy (structural) | $8,500 policy (structural) |
| Board meeting fee (per meeting) | $1,000 policy | $1,000 policy |
| Committee meeting fee (per meeting) | $500 policy | $500 policy |
| Chair adders (Audit Chair $2,000; Nominating Chair $2,000; Lead Independent $1,000) | Policy (roles as noted) | Policy (roles as noted) |
| Aggregate compensation from ECF (Frank J. Fahrenkopf, Jr.) | $14,000 | $9,375 |
| Aggregate compensation from ECF Fund Complex (Frank J. Fahrenkopf, Jr.) | $156,526 across 11 portfolios | $159,500 across 11 portfolios |
Notes: Trustees may receive a single fee allocated across multiple funds for joint meetings, affecting per-fund totals .
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Performance-linked metrics in director pay (e.g., TSR, EPS, ESG) | None disclosed; director pay comprised of cash retainers/meeting fees | None disclosed; director pay comprised of cash retainers/meeting fees |
| Equity awards (RSUs/Options) for directors | None disclosed | None disclosed |
Other Directorships & Interlocks
| Entity | Type | Relationship / Interlock | Potential Relevance |
|---|---|---|---|
| First Republic Bank | Public company | Director; governance/comp committee roles | Banking/governance expertise; no direct ECF business linkage disclosed |
| Eldorado Resorts, Inc. | Public company | Director | Gaming sector experience; no direct ECF business linkage disclosed |
| Gabelli Associates Limited II E (affiliate interest) | Adviser-related private entity | Membership interest valued at $1,664,367; 1.86% of class (as of 12/31/2024) ; entity may be deemed controlled by Mario J. Gabelli and/or affiliates (common control with Adviser) | Potential independence/conflict consideration given Adviser affiliation |
| Family connection | Fund Complex board role | Daughter (Leslie F. Foley) serves as a director of other funds in the Gabelli Fund Complex | Perceived independence risk/interlock within complex |
Expertise & Qualifications
- Regulatory/governance leadership: CPD Co-Chair; former RNC Chair; prior leadership in international political organizations .
- Industry: Former AGA President/CEO (gaming), deep policy and compliance expertise .
- Legal background: Former partner at Hogan & Hartson; chaired International Trade Practice Group .
- Education: BA (University of Nevada, Reno); JD (UC Berkeley, Boalt Hall) .
Equity Ownership
| Item | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|
| ECF Common Shares (beneficial) | 0 | 0 |
| Dollar range of ECF holdings | A (None) | A (None) |
| Dollar range in Fund Complex | E (Over $100,000) | E (Over $100,000) |
| Interests in Adviser-affiliated entity | Gabelli Associates Limited II E: $1,614,513; 1.70% of class | Gabelli Associates Limited II E: $1,664,367; 1.86% of class |
Notes: Adviser-affiliated entities “may be deemed to be controlled by Mario J. Gabelli and/or affiliates and in that event would be deemed to be under common control with the Fund’s Adviser” .
Governance Assessment
- Alignment and ownership: He reports no ECF share ownership (Dollar Range A) as of year-end 2024; while he has >$100k across the Fund Complex, lack of direct ECF holdings reduces “skin-in-the-game” alignment for ECF specifically .
- Compensation mix and dependency: Director pay is 100% cash-based (retainer/meeting fees). His per-fund ECF compensation declined year-over-year ($14,000 → $9,375), while complex-wide pay slightly increased ($156,526 → $159,500), indicating compensation is predominantly driven by broader complex service rather than ECF-specific responsibilities .
- Independence and conflicts:
- He is categorized as an Independent Trustee; however, he holds a significant membership interest in an entity that may be deemed under common control with the Adviser (value $1,664,367; 1.86% of class as of 12/31/2024), and his daughter serves as a director on other funds in the Gabelli Complex—both are independence optics risks and should be monitored as potential conflicts .
- No related-party transactions with ECF are disclosed beyond the Adviser-affiliated interest reporting framework .
- Attendance and engagement: Met the ≥75% attendance threshold; however, no Trustees/nominees attended the 2024 annual shareholder meeting, consistent with Fund’s stated expectation but a soft engagement signal for some investors .
- Committee effectiveness: As Chair of the ad hoc Proxy Voting Committee and member of Nominating and Pricing Committees, he influences governance, board refreshment, and transaction-related pricing processes. Nominating Committee met once in FY 2024; continued monitoring of refreshment pace and diversity is prudent (no formal diversity policy) .
Red flags and watch items:
- 0 ECF shares owned (alignment) .
- Material membership interest in Adviser-affiliated entity (independence optics) .
- Family interlock within Gabelli Fund Complex (independence optics) .
Beneficial compliance:
- Section 16(a) reporting: The Fund states applicable persons complied during FY 2024; no issues noted for Mr. Fahrenkopf .