Leslie F. Foley
About Leslie F. Foley
Leslie F. Foley (born 1968) is an Independent Trustee of The Gabelli Global Utility & Income Trust (GLU), elected solely by holders of GLU’s Preferred Shares; she has served since May 16, 2018 and her current term runs through the 2026 Annual Meeting of Shareholders . She is an attorney with prior senior ethics/compliance, capital markets legal, and governmental counsel experience, and serves on boards of other funds in the Gabelli Fund Complex; education includes Yale University magna cum laude and University of Virginia School of Law (Virginia Law Review editor) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| News Corporation | Vice President, Global Ethics & Compliance; Associate General Counsel | 2008–2010 | Led global ethics/compliance function |
| White House Counsel’s Office | Associate Counsel to President George W. Bush | Not disclosed | Federal executive branch legal counsel |
| O’Melveny & Myers LLP | Counsel | Not disclosed | Corporate/finance legal practice |
| Bear, Stearns & Co. Inc. | Managing Director, Fixed Income Legal | Not disclosed | Oversaw fixed-income legal matters |
| Dewey Ballantine LLP | Associate | Not disclosed | Corporate/finance legal practice |
| U.S. Court of Appeals (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 (not dated) | Non-profit arts governance |
| Gabelli Fund Complex (U.S. registered funds) | Independent Trustee of other funds | Oversees 16 portfolios | Serves on boards of other funds managed by Gabelli Funds, LLC |
Board Governance
- Independence: GLU’s entire Board comprises Independent Trustees (not “interested persons” under the 1940 Act); Foley is listed as Independent .
- Election by constituency: Foley is one of two Trustees elected solely by Preferred shareholders; her term expires at the 2026 Annual Meeting and she is not standing for election in 2025 .
- Committees: GLU’s standing committees are Audit and Nominating. Current members are Enright (Chair), Melarkey, Salibello, Zizza (Audit); Enright (Chair), Melarkey, Zizza (Nominating). Foley is not listed on these committees in 2024–2025 .
- Executive sessions and leadership: Board has no Chair; Lead Independent Trustee is James P. Conn, who presides over executive sessions; Independent Trustees meet regularly in executive session .
- Attendance: In 2024, the Board met four times; each Trustee attended at least 75% of Board meetings and any committee of which they were a member. In 2023, the same attendance threshold was met .
- Shareholder meeting attendance: The Fund does not expect Trustees/nominees to attend the annual meeting; none attended the 2024 meeting . The 2025 proxy reiterates no expectation of attendance .
| Governance Item | Status | Evidence |
|---|---|---|
| Independence | Independent Trustee (not “interested person”) | |
| Electorate | Elected solely by Preferred shareholders | |
| Term | Through 2026 Annual Meeting | |
| Audit Committee membership | Not listed as member | |
| Nominating Committee membership | Not listed as member | |
| Board meeting attendance (2024) | ≥75% | |
| Board meeting attendance (2023) | ≥75% | |
| Lead Independent Trustee | James P. Conn |
Fixed Compensation
GLU pays Independent Trustees cash retainers and meeting fees; no equity grants are disclosed. Structure and Foley’s actual pay:
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual retainer (cash) | $3,000 | $3,000 | Standard for all Independent Trustees |
| Board meeting fees | $1,000 per meeting; 4 meetings → $4,000 | $1,000 per meeting; 4 meetings → $4,000 | Board held four regular quarterly meetings both years |
| Committee meeting fees | $500 per committee meeting (if applicable) | $500 per committee meeting (if applicable) | Foley not listed on standing committees |
| Chair/Lead fees | Audit Chair $3,000; Nominating Chair $2,000; Lead Independent $1,000 | Same | Foley is not a chair or Lead |
| Aggregate compensation from GLU | $7,000 | $7,000 | Consistent with retainer + 4 meetings |
| Aggregate compensation from Fund Complex | $95,000 (serving across 16 portfolios) | $80,000 (serving across 16 portfolios) | Number of portfolios overseen: 16 |
Performance Compensation
- Proxies disclose only cash retainers and meeting fees for Trustees; no equity grants (RSUs/PSUs), options, or performance-linked compensation are described for directors .
Other Directorships & Interlocks
| Category | Detail | Evidence |
|---|---|---|
| Other public company boards (last 5 years) | None listed | |
| Fund complex ties | Serves on other Gabelli funds’ boards (16 portfolios) | |
| Family interlock | Foley’s father, Frank J. Fahrenkopf, Jr., serves as a director of other funds in the Gabelli Fund Complex |
Expertise & Qualifications
- Legal and compliance expertise: Senior ethics/compliance at News Corp; capital markets legal (Bear Stearns fixed income) .
- Governmental experience: Associate Counsel to the President (White House Counsel’s Office) .
- Education: Yale University magna cum laude; UVA School of Law (Virginia Law Review editor) .
- Fund governance experience: Trustee across 16 portfolios in the Gabelli Fund Complex .
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| GLU Common Shares owned | 0; <1% of outstanding | 0; <1% of outstanding |
| Dollar range of equity securities in GLU | A = None | A = None |
| Aggregate dollar range in Fund Complex | B = $1–$10,000 | B = $1–$10,000 |
| Shares pledged/hedged | Not disclosed | Not disclosed |
Section 16(a) compliance: Based on GLU’s review, required insiders complied with filing requirements in 2024; in 2023 one late Form 4 was noted for another trustee (Melarkey), not Foley .
Governance Assessment
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Strengths
- Independent trustee with deep legal/compliance background (News Corp ethics, White House Counsel), relevant to oversight of regulatory, compliance, and risk .
- Board-wide independence and regular executive sessions; clear audit/nomination processes; Lead Independent structure .
- Attendance threshold met (≥75%) in both 2023 and 2024; consistent engagement at meeting level .
- Modest, transparent cash-only director compensation; no equity or option grants to directors (reduces pay-related conflicts) .
-
Neutral/Watch
- Not a member of standing committees (Audit/Nominating), limiting direct committee-level influence; participation, if any, would be on ad hoc committees not listing Foley .
- Elected solely by Preferred shareholders—useful for preferred-holder representation but can diverge from common shareholder perspectives in some circumstances .
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RED FLAGS / Potential conflicts
- Family interlock: Foley’s father serves as a director on other funds within the Gabelli Fund Complex, creating perceived network ties within the adviser-affiliated fund ecosystem; Board notes independence, but investors should monitor for any cross-fund influence dynamics .
- Ownership alignment: Foley reports no GLU share ownership and only a small aggregate dollar range across the fund complex (A in GLU; B overall), indicating limited “skin in the game” with GLU specifically .
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Additional signals
- No related-party transactions or SEC/legal proceedings disclosed for Foley in proxies; Section 16 compliance noted clean for 2024 .
- Compensation across the fund complex decreased from $95,000 (2023) to $80,000 (2024), with 16 portfolios overseen in both periods, suggesting no inflation in complex-wide fees year over year .