Leslie F. Foley
About Leslie F. Foley
Independent Trustee of The GDL Fund since February 23, 2017; year of birth 1968. Attorney with prior senior ethics/compliance leadership at News Corporation and public service in the White House Counsel’s Office; Yale University magna cum laude and University of Virginia School of Law (Virginia Law Review). Oversees 16 portfolios within the Gabelli Fund Complex; serves on boards of other funds in the complex; identified as an Independent Trustee under the 1940 Act.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| News Corporation | Vice President, Global Ethics & Compliance; Associate General Counsel | 2008–2010 | Led ethics & compliance globally |
| White House Counsel’s Office | Associate Counsel to President George W. Bush | Not disclosed | Federal executive branch counsel |
| O’Melveny & Myers LLP | Counsel | Not disclosed | Corporate/financial legal practice |
| Bear, Stearns & Co. Inc. | Managing Director, Fixed Income Legal | Not disclosed | Led fixed income legal function |
| Dewey Ballantine LLP | Associate | Not disclosed | Corporate law 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 | Current | Non-profit arts governance |
| Gabelli Fund Complex (other registered funds) | Trustee/Director | Current | Oversees 16 portfolios |
Board Governance
- Board classification and tenure: Foley’s current term continues until the 2027 Annual Meeting; Trustee since 2017. Independent Trustee.
- Committee assignments: Audit Committee (Melarkey Chair; members Colavita, Zizza), Nominating (Colavita Chair; Zizza), ad hoc Proxy Voting (members include Colavita, Conn), ad hoc Pricing (members include Zizza). Foley is not listed as a member or chair of these committees in 2023–2025 disclosures.
- Meeting attendance and engagement:
- 2022: 4 meetings; each Trustee attended ≥75%.
- 2023: 5 meetings (4 regular, 1 special); each Trustee attended ≥75%.
- 2024: 4 meetings; each Trustee attended ≥75%.
- Annual shareholder meetings: Trustees not expected to attend; none attended 2023 or 2024.
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Annual retainer (Independent Trustees and certain Interested Trustees) | $9,000 | Paid by the Fund |
| Board meeting fee | $2,000 per meeting | Paid by the Fund |
| Committee meeting fee | $1,000 per meeting | Paid by the Fund |
| Audit Committee Chair fee | $3,000 annually | Paid by the Fund |
| Nominating Committee Chair fee | $2,000 annually | Paid by the Fund |
| Lead Independent Trustee fee | $2,000 annually | Paid by the Fund |
| Foley – Aggregate Compensation | 2022 | 2023 | 2024 |
|---|---|---|---|
| From The GDL Fund ($) | $17,000 | $19,000 | $17,000 |
| From Fund Complex ($) | $93,000 (15) | $95,000 (16) | $80,000 (16) |
Performance Compensation
| Element | Disclosure |
|---|---|
| Annual/target bonus | Not disclosed for Trustees; compensation described as retainers and meeting/committee fees |
| Equity awards (RSUs/PSUs) | None disclosed for Trustees |
| Options | None disclosed for Trustees |
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed/applicable for Trustee pay |
| Clawbacks/COC/severance | Not disclosed for Trustees |
Other Directorships & Interlocks
| Party | Relationship | Detail | Governance Note |
|---|---|---|---|
| Frank J. Fahrenkopf, Jr. | Family (father) | Serves as director of other funds in the Gabelli Fund Complex | Disclosed family link within complex; Board maintains Independence designation for Foley |
Expertise & Qualifications
- Legal and compliance leadership: VP Global Ethics & Compliance at News Corporation; senior legal roles in financial services and Big Law; federal executive branch counsel.
- Education: Yale University magna cum laude; University of Virginia School of Law, Virginia Law Review editor.
- Fund governance experience: Trustee across Gabelli Fund Complex (16 portfolios for GDL).
Equity Ownership
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Beneficial ownership (Common Shares) | 0 | 0 | 0 |
| Percent of Shares Outstanding | <1% | <1% | <1% |
| Dollar range in GDL Fund | A – None | A – None | A – None |
| Aggregate dollar range in Fund Complex | B – $1–$10,000 | B – $1–$10,000 | B – $1–$10,000 |
Governance Assessment
- Strengths
- Independent Trustee with substantial legal/compliance pedigree; service across fund complex provides deep governance familiarity.
- Consistent board and committee meeting attendance at or above 75% in 2022–2024.
- Watch items / red flags
- No personal holding of GDL shares disclosed (alignment risk for “skin-in-the-game”).
- Family interlock: father serves as director of other funds in the complex—disclosed; may warrant monitoring for perceived independence.
- Not listed on key standing committees (Audit, Nominating) across 2023–2025—limits direct influence over financial reporting and nominations.
- Shareholder meeting engagement: trustees not expected to attend; none attended 2023/2024 annual meetings (optics).
Overall, Foley offers strong legal/compliance expertise and consistent board participation. The absence of GDL share ownership and lack of committee roles are alignment and influence considerations for investors; the disclosed family interlock should continue to be monitored within the broader Gabelli complex governance framework.