Frank J. Fahrenkopf, Jr.
About Frank J. Fahrenkopf, Jr.
Independent Director elected solely by holders of GAB’s Preferred Stock; Director since May 11, 1998 (year of birth: 1939). He chairs the Nominating Committee and sits on the ad hoc Pricing Committee; he is not an “interested person” under the Investment Company Act, and serves on comparable committees across the Gabelli Fund Complex (oversees 11 portfolios). Education: B.A., University of Nevada, Reno; J.D., Boalt Hall School of Law (UC Berkeley).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Gaming Association (AGA) | President & CEO | 1995–2013 | Led US hotel-casino trade group; regulatory and industry leadership |
| Republican National Committee | Chairman | 1983–1989 | National political leadership during Reagan presidency |
| Hogan & Hartson (now Hogan Lovells) | Partner; Chair, International Trade Practice | Prior to 1995 | Specialized in regulatory, legislative, corporate matters for multinational clients |
| Pacific Democrat Union; International Democrat Union | Chair; Vice Chair | Various | Global political party association leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commission on Presidential Debates | Co-Chairman | Ongoing | Oversees quadrennial US presidential debates |
| International Republican Institute | Board Member; Founder (1984) | Ongoing | Governance/democracy programs |
| First Republic Bank | Director (30+ years) | Ongoing (per proxy) | Chair, Corporate Governance & Nominating; Member, Compensation |
| Eldorado Resorts, Inc. | Director | Ongoing | Casino operator (19 casinos in 10 states) |
| Culinary Institute of America | Former Chair, Finance Committee; Board Member | Various | Financial oversight; ongoing board service |
Board Governance
- Board classification and tenure: Three classes, 3-year terms; Fahrenkopf serves until the 2026 Annual Meeting; preferred stockholders elect him separately.
- Independence: The Board has eight Independent Directors; Fahrenkopf is Independent and one of two preferred-elected Directors.
- Committee roles: Chairs the Nominating Committee (with Zizza); member of the ad hoc Pricing Committee.
- Lead Independent Director: James P. Conn.
- Attendance: In FY2024, Board met four times; in FY2023, five times. All Directors then serving attended at least 75% of Board and applicable committee meetings.
- Nominating Committee activity: Met once in FY2024 and twice in FY2023.
- Audit Committee activity: Met twice in FY2024 and twice in FY2023 (members: Heitmann (Chair), Conn, Zizza).
- Annual meeting attendance expectations: Directors are not expected to attend; none attended the May 13, 2024 annual meeting.
Fixed Compensation
Director pay is cash-based, with no equity grants disclosed.
| Component | Amount | Source |
|---|---|---|
| Annual Director Retainer | $15,000 | |
| Board Meeting Fee (per meeting) | $2,000 | |
| Committee Member Fee (per meeting) | $1,000 | |
| Audit Committee Chair Annual Fee | $3,000 | |
| Proxy Voting Committee Chair Annual Fee | $1,500 | |
| Nominating Committee Chair Annual Fee | $2,000 | |
| Lead Independent Director Annual Fee | $2,000 |
| Metric | FY2023 | FY2024 |
|---|---|---|
| Aggregate Compensation from GAB (Fahrenkopf) | $23,263 | $25,000 |
| Aggregate Compensation from Fund Complex (Fahrenkopf) | $156,526 | $159,500 |
| Board Meetings Held | 5 | 4 |
| Nominating Committee Meetings | 2 | 1 |
| Audit Committee Meetings | 2 | 2 |
Performance Compensation
| Element | FY2023 | FY2024 |
|---|---|---|
| Stock Awards (RSUs/PSUs) | Not disclosed/none in proxy | Not disclosed/none in proxy |
| Option Awards | Not disclosed/none in proxy | Not disclosed/none in proxy |
| Performance Metrics (TSR, EBITDA, ESG) | Not applicable for Directors | Not applicable for Directors |
The proxy discloses only cash retainers/fees for Directors; no equity or performance-linked awards are described.
Other Directorships & Interlocks
| Company/Entity | Overlap/Interlock | Notes |
|---|---|---|
| Gabelli Fund Complex | Fahrenkopf and his daughter Leslie F. Foley serve as directors of other funds in the complex; potential family interlock. | |
| First Republic Bank | Long-standing directorship with committee leadership; external governance experience. | |
| Eldorado Resorts, Inc. | Public company directorship in gaming sector; potential industry expertise relevant to fund holdings. |
Expertise & Qualifications
- Capital markets and governance: Co-Chair of Commission on Presidential Debates; chairs Nominating at GAB; extensive board committee leadership.
- Regulatory/legal: Former partner and practice chair at Hogan & Hartson; JD from UC Berkeley (Boalt Hall).
- Industry: Former AGA President & CEO; casino/gaming governance via Eldorado Resorts board.
- Public policy leadership: Former RNC Chair; international party association leadership.
Equity Ownership
| Holder | Security | Amount Owned | % of Class |
|---|---|---|---|
| Frank J. Fahrenkopf, Jr. | GAB Common Stock | 0 | <1% (*) |
| Frank J. Fahrenkopf, Jr. | GAB Preferred (all series) | 0 | <1% (*) |
| Affiliated Interests (non-registered entities under common control with Adviser) | Title of Class | Value | % of Class |
|---|---|---|---|
| Gabelli Associates Limited II E | Membership Interests | $1,614,513 (as of 12/31/2023) | 1.70% |
| Gabelli Associates Limited II E | Membership Interests | $1,664,367 (as of 12/31/2024) | 1.86% |
No pledging/hedging of GAB shares is disclosed for Fahrenkopf; the proxy reports group holdings are <1% of outstanding.
Insider Trades
| Period | Section 16(a) Compliance | Notes |
|---|---|---|
| FY2023 | Fund believes all required Forms 3/4 were filed; no delinquencies noted. | |
| FY2024 | Fund believes all required Forms 3/4 were filed; no delinquencies noted. |
The proxies do not enumerate individual Form 4 transactions; only compliance status is disclosed.
Governance Assessment
- Alignment risks: Owns zero GAB shares; director compensation is entirely cash-based, with no equity—limited “skin in the game.”
- Potential conflicts (RED FLAG): Material membership interests in a Gabelli-affiliated investment entity under common control with the Adviser (>$1.6M value; 1.70–1.86% of class), which may create perceived conflicts despite Independent Director status.
- Family interlock (RED FLAG): Daughter (Leslie F. Foley) serves as a director across the Gabelli Fund Complex, increasing potential for influence concentration.
- Engagement: Chairs Nominating; participates in ad hoc Pricing Committee; met attendance threshold (≥75%); committee activity documented.
- Oversight framework: Board has designated Lead Independent Director (Conn); independent-led committees; regular executive sessions; Audit Committee oversight documented.
Overall, Fahrenkopf brings deep governance/legal expertise and gaming industry experience but exhibits low ownership alignment at GAB and notable affiliated-entity interests that warrant ongoing monitoring for conflicts.