Leslie F. Foley
About Leslie F. Foley
Leslie F. Foley (born 1968) is an Independent Director of The Gabelli Convertible and Income Securities Fund Inc. (GCV) since February 23, 2017, with her current term running to the 2027 Annual Meeting of Stockholders . She is an attorney with a background in ethics and compliance and public-sector legal roles; she graduated from Yale University magna cum laude and the University of Virginia School of Law, where she was an editor of the Virginia Law Review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| News Corporation | Vice President, Global Ethics & Compliance; Associate General Counsel | 2008–2010 | Corporate ethics/compliance leadership |
| White House (Counsel’s Office) | Associate Counsel to President George W. Bush | Not disclosed | Federal executive branch legal advisory |
| O’Melveny & Myers LLP | Counsel | Not disclosed | Corporate legal practice |
| Bear, Stearns & Co. Inc. | Managing Director, Fixed Income Legal | Not disclosed | Capital markets legal oversight |
| Dewey Ballantine LLP | Associate | Not disclosed | Corporate/finance 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 at Phillips Academy Andover | Board Member | Not disclosed | Non-profit arts governance |
| Gabelli Fund Complex (multiple registered funds) | Director/Trustee | Ongoing | Oversees 16 portfolios within Fund Complex |
Board Governance
- Independence: Foley is classified as an Independent Director (not an “interested person” under the 1940 Act) .
- Board leadership: Lead Independent Director is Anthonie C. van Ekris; committees are chaired by Independent Directors .
- Committees: Audit Committee members are Vincent D. Enright (Chair), John Birch, and Salvatore J. Zizza; Nominating Committee members are Anthony S. Colavita (Chair), Salvatore J. Zizza, and Werner J. Roeder. Foley is not listed as a member/chair of these committees in the proxy .
- Attendance and engagement: In FY ended September 30, 2024, the Board met four times (regular quarterly); each Director attended at least 75% of Board and applicable committee meetings. Directors and nominees did not attend the May 13, 2024 annual meeting of stockholders .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $3,000 per Independent Director | Paid by Fund |
| Board Meeting Fee (cash) | $750 per meeting | Paid by Fund |
| Committee Membership Fee (cash) | $500 per committee meeting | Paid by Fund |
| Audit Committee Chair (cash) | $3,000 annual | Paid by Fund |
| Nominating Committee Chair (cash) | $2,000 annual | Paid by Fund |
| Lead Independent Director (cash) | $1,000 annual | Paid by Fund |
Director aggregate compensation (trend):
| Metric | FY 2018 | FY 2019 | FY 2020 | FY 2022 | FY 2024 |
|---|---|---|---|---|---|
| Foley – Aggregate Compensation from GCV ($) | $5,558 | $6,500 | $6,000 | $6,000 | $6,000 |
| Foley – Aggregate Compensation from Fund Complex ($) | $29,733 (9 funds) | $47,500 (10 funds) | $47,000 (9 funds) | $93,000 (15 funds) | $80,000 (16 funds) |
- Aggregate remuneration paid by GCV to Directors (Fund total): $78,396 in FY ended September 30, 2024 .
- No equity grants, RSUs, PSUs, options, or performance-based director pay are disclosed; compensation appears entirely cash-based .
Performance Compensation
| Performance-Linked Component | Metric(s) | Grant Date | Value | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | Proxy does not disclose any performance-tied director compensation (e.g., RSUs/PSUs, TSR-linked awards) . |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Foley outside the Gabelli Fund Complex .
- Fund complex interlocks: Foley serves on boards of other funds in the Gabelli Fund Complex. Her father, Frank J. Fahrenkopf, Jr., serves as a director of other funds in the complex, creating a familial interlock across Gabelli-managed vehicles .
- Potential conflict note: The Fund discloses complex-wide roles and familial ties; Independent status maintained under 1940 Act, with Board monitoring of conflicts per bylaws/charters .
Expertise & Qualifications
- Legal and compliance expertise: Senior ethics/compliance role at News Corporation; multiple top-tier law firm and in-house capital markets legal positions; federal executive branch counsel experience .
- Education: Yale University magna cum laude; UVA School of Law, editor of Virginia Law Review .
- Portfolio oversight breadth: Oversees 16 portfolios within the Gabelli Fund Complex, indicating broad fund governance exposure .
Equity Ownership
| Item | Value | As-of Date | Notes |
|---|---|---|---|
| Shares beneficially owned (GCV Common) | 0 | December 31, 2024 | Per beneficial ownership table |
| Dollar range of equity in GCV | A (None) | December 31, 2024 | Proxy key: A = None |
| Dollar range in Fund Complex | B ($1–$10,000) | December 31, 2024 | Aggregate across complex |
| % of shares outstanding (GCV) | <1% | December 31, 2024 | Asterisk indicates less than 1% |
| Pledged/Hedged shares | Not disclosed | — | No pledging/hedging disclosure in proxy |
| Ownership guidelines | Not disclosed | — | No director ownership guideline disclosed in proxy |
Governance Assessment
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Strengths:
- Independent status with deep legal, compliance, and government-sector credentials that are additive to fund governance .
- Committee structure led by Independent Directors; Audit Committee includes a designated financial expert; regular executive sessions strengthen oversight .
- Attendance thresholds met (≥75%) and consistent quarterly meeting cadence .
- Section 16 compliance noted for relevant insiders in the period reviewed .
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Watch items / RED FLAGS:
- Zero GCV share ownership as of December 31, 2024 – limited “skin-in-the-game” alignment for Foley specifically .
- No disclosed equity or performance-based compensation for directors; compensation is fully cash-based, which may reduce long-term alignment incentives .
- Directors/nominees did not attend the May 13, 2024 annual meeting of stockholders, signaling lower direct shareholder engagement at the annual meeting level .
- Familial interlock within the Gabelli Fund Complex (Foley’s father serves on other Gabelli funds), which warrants ongoing monitoring for perceived independence and related-party optics, though Foley remains classified as Independent under the 1940 Act .
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Committee assignments:
- Foley is not listed on GCV’s Audit or Nominating Committees, and not identified as a committee chair; investors should consider her impact primarily through Board-level oversight rather than committee leadership roles .
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Overall implication: Foley brings robust legal and compliance expertise beneficial to a regulated fund complex. However, absence of GCV share ownership and lack of performance-tied director pay are alignment gaps; the familial interlock across the complex is an optics risk that the Board acknowledges through independence disclosures and committee-led oversight .