Leslie F. Foley
About Leslie F. Foley
Attorney and Independent Director (year of birth: 1968), serving on The Gabelli Equity Trust Inc. (GAB) Board since March 25, 2021; nominated for a term through the 2028 annual meeting. Background spans Vice President, Global Ethics & Compliance and Associate General Counsel at News Corporation (2008–2010), White House Associate Counsel to President George W. Bush, and senior legal roles at O’Melveny & Myers, Bear Stearns, and Dewey Ballantine; Yale undergraduate magna cum laude and University of Virginia Law (editor, Virginia Law Review). Foley is listed among Independent Directors (not an “interested person” under the 1940 Act), and currently also serves on the board of the Addison Gallery of American Art (Phillips Academy Andover) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| News Corporation | Vice President, Global Ethics & Compliance; Associate General Counsel | 2008–2010 | Ethics & compliance leadership |
| The White House (Counsel’s Office) | Associate Counsel to President George W. Bush | Not disclosed | Executive branch legal advisory |
| O’Melveny & Myers LLP | Counsel | Not disclosed | Complex corporate/regulatory matters |
| Bear, Stearns & Co. Inc. | Managing Director, Fixed Income Legal | Not disclosed | Fixed income legal oversight |
| Dewey Ballantine LLP | Associate | Not disclosed | Corporate/legal practice |
| U.S. Court of Appeals for the Ninth Circuit | Law Clerk to Judge Diarmuid F. O’Scannlain | Not disclosed | Federal appellate clerkship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Addison Gallery of American Art (Phillips Academy Andover) | Board Member | Not disclosed | Non-profit arts governance |
| Public company directorships (past 5 years) | — | — | None disclosed in proxy |
Board Governance
- Board tenure and service: Director since March 25, 2021; nominated to serve until the 2028 annual meeting .
- Independence: Listed among Independent Directors (not an “interested person” under the 1940 Act) .
- Committee assignments: Not listed as a member of the Audit Committee (Heitmann—Chair, Conn, Zizza) or Nominating Committee (Fahrenkopf—Chair, Zizza). No chair roles disclosed for Foley .
- Attendance and engagement: In 2024, the Board met four times; each Director then serving attended at least 75% of Board meetings and any committee meetings of which they were a member. In 2023, five meetings (four regular, one special) with the same ≥75% attendance statement .
- Lead Independent Director and executive sessions: Lead Independent Director is James P. Conn; Independent Directors meet regularly in executive session and chair all Board committees .
- Overboarding indicator: Oversees 16 portfolios in the Gabelli Fund Complex, which may increase time demands across funds .
Fixed Compensation
Compensation structure for Directors (cash-only): annual retainer $15,000; $2,000 per Board meeting attended; $1,000 per committee meeting; additional annual fees for certain chair roles (Audit $3,000; Proxy Voting $1,500; Nominating and Lead Independent Director $2,000) .
| Fiscal Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Aggregate Compensation from GAB | $23,000 | Matches $15,000 retainer + $2,000 × 4 Board meetings |
| 2024 | Aggregate Compensation (Fund Complex total) | $80,000 | Across 16 portfolios overseen |
| 2023 | Aggregate Compensation from GAB | $23,000 | Board met 4 regular + 1 special; ≥75% attendance |
| 2023 | Aggregate Compensation (Fund Complex total) | $95,000 | Across 16 portfolios overseen |
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Annual/Target Bonus | Not disclosed/None | No director bonus framework disclosed |
| Stock Awards (RSUs/PSUs) | Not disclosed/None | No equity awards disclosed for Directors |
| Options | Not disclosed/None | No option awards disclosed for Directors |
| Performance Metrics (TSR/EBITDA/ESG) | Not disclosed/None | No performance-tied director pay disclosed |
| Clawbacks/Parachutes/Gross-ups | Not disclosed/None | No such provisions disclosed for Directors |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company directorships | None disclosed for Foley in the past five years |
| Fund complex overlap | Foley and her father, Frank J. Fahrenkopf Jr., both serve as directors of other funds in the Gabelli Fund Complex and this Fund |
| Committee interlocks | Foley not shown on Audit or Nominating committees; father chairs Nominating Committee |
Expertise & Qualifications
- Legal and compliance expertise: Senior ethics/compliance leadership (News Corp, 2008–2010); prior government service as White House Associate Counsel; extensive private practice and financial services legal experience (O’Melveny, Bear Stearns, Dewey Ballantine) .
- Education: Yale University (magna cum laude) and University of Virginia School of Law (editor, Virginia Law Review) .
- Arts/non-profit governance: Board member, Addison Gallery of American Art .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Shares owned (GAB common) | 0 | Less than 1% of outstanding shares |
| Dollar range (GAB fund) | A = None | As of Dec 31, 2024 |
| Dollar range (Family of Investment Companies) | B = $1–$10,000 | As of Dec 31, 2024 |
Historical comparison:
| As of | GAB Fund Dollar Range | Family of Investment Companies Dollar Range |
|---|---|---|
| Dec 31, 2023 | A = None | B = $1–$10,000 |
| Dec 31, 2024 | A = None | B = $1–$10,000 |
Governance Assessment
- Independence and committee roles: Foley is designated an Independent Director but holds no disclosed committee memberships or chair roles, limiting direct oversight responsibilities in Audit/Nominating—neutral-to-modest governance leverage .
- Attendance and engagement: The Board met 4 times in 2024 and 5 times in 2023; all Directors met ≥75% attendance thresholds—acceptable baseline engagement .
- Pay and alignment: Cash-only pay with modest Fund-level compensation ($23k), aligned with meeting-based structure; however, Foley holds zero GAB shares, and only a small dollar-range across the fund family (B = $1–$10k), signaling limited “skin-in-the-game” for GAB specifically—potential alignment concern .
- Potential conflicts / interlocks: Familial relationship to Frank J. Fahrenkopf Jr., who chairs the Nominating Committee and is an Independent Director; both serve across the Gabelli Fund Complex—monitor for perceived independence and nomination process conflicts. No related-party transactions disclosed for Foley, and Independent Directors (with noted exceptions in proxy) had no interests in the Adviser or affiliates as of year-end .
- Board structure and oversight: Independent Directors meet in executive session and chair committees; Lead Independent Director (Conn) provides liaison function—supportive governance infrastructure .
- RED FLAGS
- Zero GAB share ownership despite four years of tenure—weak direct alignment to GAB .
- Familial tie to Nominating Chair (Fahrenkopf) and cross-complex service—potential perception risk around independence in nominations/governance decisions .
- Not attending annual shareholder meetings historically (directors not expected to attend)—lower direct investor-facing engagement signal .