Frank Fahrenkopf Jr.
About Frank J. Fahrenkopf, Jr.
Independent Trustee of GDV since 2003; year of birth 1939; Co-Chairman of the Commission on Presidential Debates; former President & CEO of the American Gaming Association (1995–2013); former Chairman of the Republican National Committee (1983–1989); JD, UC Berkeley (Boalt Hall); BA, University of Nevada, Reno. He serves on GDV’s Audit Committee and ad hoc Pricing Committee; the Board has determined Audit members are financially literate; Audit met two times in FY2024. He is classified among the Independent Trustees in GDV’s proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commission on Presidential Debates | Co-Chairman | Not disclosed | Oversees U.S. presidential debates |
| American Gaming Association | President & CEO | 1995–2013 | Led industry trade group |
| Republican National Committee | Chairman | 1983–1989 | National political leadership |
| Hogan & Hartson (now Hogan Lovells) | Partner; Chair, International Trade Practice Group | Pre-1995 (dates not specified) | Regulatory, legislative, corporate matters for multinational clients |
| Culinary Institute of America | Former Chairman, Finance Committee; Board member | Not disclosed | Financial oversight; ongoing board service |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| First Republic Bank | Director (30+ years) | Not disclosed | Chair, Corporate Governance & Nominating; Member, Compensation Committee |
| Eldorado Resorts, Inc. | Director | Not disclosed | Casino operator (19 casinos in 10 states) |
| International Republican Institute | Board member; Founder | Since 1984 (founder) | Democracy promotion organization |
Board Governance
- Committee assignments: Audit Committee member; ad hoc Pricing Committee member. Audit Committee composition: Salvatore M. Salibello (Chair), Frank J. Fahrenkopf, Jr., Salvatore J. Zizza; each deemed financially literate. Audit met two times in FY2024, issuing its report on February 6, 2025.
- Board structure: 13 Trustees; 10 independent; staggered three-year terms; Fahrenkopf’s current class serves until the 2026 annual meeting. Lead Independent Trustee: James P. Conn.
- Attendance: In FY2024 the Board met 5 times (4 regular, 1 special); each Trustee then serving attended at least 75% of Board and applicable committee meetings. In FY2023 the Board met 4 times; each Trustee attended at least 75%.
- Shareholder meeting participation: The Fund does not expect Trustees/nominees to attend the meeting; none attended the May 13, 2024 annual meeting.
Fixed Compensation
| Component | Structure/Amount | Period | Notes |
|---|---|---|---|
| Annual retainer (Independent Trustees) | $18,000 | FY2024 | Paid to each Independent Trustee and certain Interested Trustees |
| Board meeting fees | $2,000 per meeting attended | FY2024 | For each Board meeting attended |
| Committee meeting fees | $1,000 per committee meeting attended | FY2024 | All Board committee members |
| Audit Committee Chair fee | $3,000 annual | FY2024 | Salibello (Chair), not applicable to Fahrenkopf |
| Nominating Chair fee | $2,000 annual | FY2024 | Colavita (Chair), not applicable to Fahrenkopf |
| Lead Independent Trustee fee | $2,000 annual | FY2024 | Conn (Lead), not applicable to Fahrenkopf |
| Aggregate compensation from GDV | $28,000 | FY2024 | Reported for Fahrenkopf |
| Aggregate compensation from Fund Complex | $159,500; 11 portfolios overseen | FY2024 | Reported for Fahrenkopf |
Performance Compensation
| Element | Terms | Period | Notes |
|---|---|---|---|
| Bonus/Target bonus | None disclosed | FY2024 | Proxy details cash retainers/meeting fees; no bonus structure described for Trustees |
| Stock awards (RSUs/PSUs) | None disclosed | FY2024 | No equity award disclosure for Trustees |
| Options | None disclosed | FY2024 | No option award disclosure for Trustees |
| Performance metrics tied to pay | None disclosed | FY2024 | Trustee pay not tied to revenue/EBITDA/TSR metrics per proxy description |
The compensation framework for Trustees is fee-based (retainers and per-meeting fees). No severance, change-of-control, clawbacks, or tax gross-ups for Trustees are disclosed in the proxy.
Other Directorships & Interlocks
| Entity | Nature of Tie | Detail | Potential Interlock/Conflict Indicator |
|---|---|---|---|
| Gabelli Associates Limited II E | Membership interest held by Fahrenkopf | Value $1,664,367; 1.86% of class (as of Dec 31, 2024) | Entity may be deemed controlled by the Adviser/affiliates; under common control with GDV’s Adviser (potential conflict) |
| First Republic Bank | Director; committee chair/member | Governance & Nominating Chair; Compensation Committee member | External financial services board tie |
| Eldorado Resorts, Inc. | Director | Casino operator | External issuer tie |
Expertise & Qualifications
- Regulatory and governance expertise from leadership at AGA and RNC; extensive experience chairing governance/nominating at First Republic Bank.
- Legal expertise as former partner and practice group chair at Hogan & Hartson focused on international trade and regulatory matters.
- Financial literacy affirmed by Board for Audit Committee members; Audit Committee oversight of PwC and financial reporting.
- Education: BA, University of Nevada, Reno; JD, UC Berkeley (Boalt Hall).
Equity Ownership
| Metric | FY2023 | FY2024 |
|---|---|---|
| Dollar range of equity securities in GDV | A: None | A: None |
| Aggregate dollar range in Fund Complex | E: Over $100,000 | E: Over $100,000 |
| GDV Common Shares beneficially owned | 0; <1% of outstanding | 0; <1% of outstanding |
| Membership interest value in Adviser-controlled person (Gabelli Associates Limited II E) | $1,614,513; 1.70% of class (as of Dec 31, 2023) | $1,664,367; 1.86% of class (as of Dec 31, 2024) |
Governance Assessment
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Strengths:
- Long-standing independent trustee with deep governance and regulatory experience; serves on Audit Committee; deemed financially literate; consistent committee engagement (Audit met two times FY2024; report issued Feb 6, 2025).
- Clear fee-based compensation aligned with service (retainers/meeting fees) and transparent disclosure of complex-wide compensation.
-
Concerns/RED FLAGS:
- Ownership alignment: Reports zero GDV common share holdings and “None” dollar range in GDV; reduces direct shareholder alignment for this fund.
- Potential conflict: Material membership interest ($1.66M; 1.86%) in Gabelli Associates Limited II E, an entity that may be deemed under common control with the Adviser—introduces an affiliate tie that warrants monitoring for related-party sensitivities.
- Shareholder engagement: The Fund does not expect trustee attendance at annual meetings; none attended the May 13, 2024 annual meeting—signal of limited in-person engagement with shareholders.
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Additional notes:
- Attendance thresholds met: Each Trustee attended at least 75% of Board/committee meetings in FY2024 and FY2023; Board met 5 times in 2024 and 4 times in 2023.
- Not a committee chair at GDV (Audit chair is Salibello; Nominating chair is Colavita; Lead Independent is Conn).
Overall, Fahrenkopf brings seasoned governance and regulatory background and serves on critical oversight committees. However, the lack of GDV share ownership and a notable membership interest in an Adviser-controlled affiliate present alignment and potential conflict optics that investors should incorporate into governance risk assessments.